Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 13, 2017


Nightfood Holdings, Inc.

Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)

File Number)
  (IRS Employer
Identification No.)


500 White Plains Road – Suite 520, Tarrytown, New York   10591
(Address of principal executive offices)   (Zip Code)



Registrant’s telephone number, including area code



 (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):


  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01 Entry Into a Material Definitive Agreement.


On February 13, 2017, the Registrant executed and delivered three agreements with Black Forest Capital, LLC (“BFC”) all of which were dated as of February 8, 2017.


The first agreement is an Equity Purchase Agreement (“EPA”) calling for the funding of up to $5,000,000 through the Registrant delivering puts of its common stock to BFC to purchase shares at 85% of the “Market Price” of the shares as determined and adjusted pursuant to the EPA. The EPA limits BFC’s ownership interest in the Registrant to 4.99% and requires that 20% of the proceeds of any puts be applied to repayment of the Registrant’s outstanding convertible notes. There is no assurance that the Registrant will realize any particular amount of funds under the EPA.


The second agreement is a Registration Rights Agreement (“RRA”) which requires the Registrant, at its expense, to file a registration statement on Form S-1 with respect to the shares issuable under the EPA, subject to certain numerical limitations under Securities and Exchange Commission rules.


Thirdly, the Registrant delivered a $32,500 principal amount promissory note (the “Note”) to BFC. The Note bears interest at 8% per annum and is due August 8, 2017. The Note is convertible into the Registrant’s common stock at a price equal the price on its issue date which was $0.225 and upon the occurrence of a default thereunder at 80% of the market price of the Registrant’s common stock as determined under the formulas set forth in the Note. The Registrant is required to apply 20% of the funds received under the EPA to the repayment of the Note.


The forgoing is a summary of the EPA, RRA and the Note and is qualified in its entirety by the EPA, RRA and Note, which are exhibits hereto.


Item 9.01   Financial Statements and Exhibits


Financial Information






10.1 EPA.
10.2 RRA
10.3 Note







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 hereunto duly authorized.



February 13, 2017


/s/ Sean Folkson


Sean Folkson

Chief Executive Officer