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): May 15, 2017

Nightfood Holdings, Inc.

(Exact name of registrant as specified in its charter)

888-888-6444

Registrant’s telephone number, including area code

NA

 (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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 1.01 Entry Into a Material Definitive Agreement.

The Registrant has entered into two convertible promissory notes and two security purchase agreements on various dates from May 10, 2017 to May 16, 2017 and funded on various dates from May 15, 2017 to May 19, 2017. The first note and securities purchase agreement was dated May 10, 2017 and funded to the Registrant on May 15, 2017 in the amount of $80,000. The lender was Auctus Fund, LLC. The second note and securities purchase agreement was with EMA Financial LLC and was dated May 16, 2017 and funded on May 19, 2017 in the amount of $75,000. The notes are not convertible until six months from their issuance and are convertible at a discount to the then market price of the notes as set forth in each note. The Registrant plans to prepay the notes from its equity purchase agreement previously reported on Form 8-K, filed on February 13, 2017. After discounts, expenses and other fees due the lenders, the Registrant received net proceeds of $138,250 which were applied to working capital.

The forgoing is a summary of the notes and securities purchase agreements and is qualified in its entirety by the notes and security purchase agreements, which are exhibits hereto.

Item 9.01 Financial Statements and Exhibits

Financial Information

None

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 hereunto duly authorized.

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