Current Report Filing (8-k)
January 20 2022 - 8:31AM
Edgar (US Regulatory)
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2022-01-20
2022-01-20
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): January 20, 2022
NIGHTFOOD
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-55406
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46-3885019
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(I.R.S.
Employer
Identification
No.)
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520
White Plains Road – Suite 500
Tarrytown,
New York 10591
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (888) 888-6444
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not
applicable
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Not
applicable
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Not
applicable
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Item
1.01 Entry Into A Material Agreement.
On
January 20, 2022, Nightfood Holdings, Inc. (the “Company”) entered into an Agreement For Shareholder Lock-Up And Acquisition
of Warrants (the “Lock-Up Agreement”), with its Chairman, CEO and largest shareholder, Sean Folkson. For purposes of the
Lock-Up Agreement, Mr. Folkson the direct or indirect owner of 16,776,644 share of the Company’s common stock (the “Shares”),
and Mr. Folkson has agreed to not transfer, sell, or otherwise dispose of any Shares through February 4, 2023. The Lock-Up Agreement
is substantially similar to, and serves as an extension of, the lock-up agreement currently in place between the Company and Mr. Folkson,
which runs through February 4, 2022.
The
Lock-Up Agreement further provides, in exchange for the agreement to lock up the Shares, that Mr. Folkson shall receive warrants to acquire
400,000 shares of Company common stock at an exercise price of $.30 per share (the “Warrants”). The Warrants carry a twelve
month term and a cashless provision, and will expire if not exercised within the twelve month term.
The
foregoing is a brief description of the Lock-Up Agreement and the Warrants, and is qualified in its entirety by reference to the full
text of the Lock-Up Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference,
and the form of Warrants.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Warrants to Mr. Folkson is
incorporated by reference herein. The Warrants are, and, unless subsequently registered, the shares underlying the Warrants will be,
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as no general solicitation was
used in the offer and sale of such securities.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Warrants to Mr. Folkson is
incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
January 20, 2022, the Company issued a press release, announcing that Mr. Folkson has extended the existing lock-up of his shares for
an additional twelve months pursuant to the Lock-Up Agreement.
The
press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information
in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This report will not be deemed an admission as to the materiality of any information in this Item 7.01 (including Exhibit 99.1).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: January
20, 2022
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NIGHTFOOD
HOLDINGS, INC.
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By:
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/s/
Sean Folkson
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Name:
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Sean
Folkson
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Title:
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Chief
Executive Officer
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2
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