SECURITIES AND EXCHANGE COMMISSION
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): December 27, 2017
Nightfood Holdings, Inc.
Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)|
|520 White Plains Road – Suite 500, 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))|
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 ☐
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2017, the Registrant entered into a Security Purchase Agreement and Convertible Promissory note dated December 27, 2017, and funded on January 2, 2018 in the amount of $60,000. The lender was Eagle Equities, LLC. The Note carries an 8% interest rate, and has a maturity date of 12/27/18. Should the Note not be paid in full prior to maturity, any remaining balance would be convertible into the Registrant’s common stock at a discount to market.
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 8.01 Other Events.
On January 3, 2018, the Registrant formed a new wholly owned subsidiary corporation.
The subsidiary, MJ Munchies, Inc. was formed in the State of Nevada, and has a capital structure of 10,000 shares of common stock, all of which are currently owned by the Registrant.
Item 9.01 Financial Statements and Exhibits
|10.1||Eagle Securities Purchase Agreement dated December 6, 2017|
|10.2||Eagle Note dated December 6, 2017|
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.
|NIGHTFOOD HOLDINGS, INC.|
|January 4, 2018||By:||/s/ Sean Folkson|
Chief Executive Officer