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): December 18, 2018

 

Nightfood Holdings, Inc.

Exact name of registrant as specified in its charter)

 

Nevada   000-55406   46-3885019
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

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

 

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):

 

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.

 

Registrant entered into a Security Purchase Agreement and Convertible Promissory note dated December 18, 2018, and funded on December 18, 2018 in the net amount of $130,000. The lender was Eagle Equities, LLC. This note carries an 8% interest rate, and has a maturity date of twelve (12) months from the date of execution. 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.

 

Eagle has been providing similarly structured financing to registrant since September 8, 2017, and Registrant expects Eagle to continue to fund ongoing operations, including the development and launch of Nightfood ice cream, and product development, patent fees, and other licensing and operating costs for MJ Munchies and the Half-Baked product line.

 

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:

 

10.1 Securities Purchase Agreement – Eagle Equities LLC
10.2 Note – Eagle Equities LLC

  

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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.

 

  NIGHTFOOD HOLDINGS, INC.
     
December 21, 2018 By: /s/ Sean Folkson
   

Sean Folkson

Chief Executive Officer

   

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