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): June 11, 2019

 

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.     ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
 Nightfood Holdings, Inc. Common Stock    NGTF    OTCQB

 

 

 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

Registrant entered into a Security Purchase Agreement and Convertible Promissory note dated June 11, 2019, and funded on June 12, 2019 in the net amount of $300,000. The lender was Eagle Equities, LLC. The new 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. The majority of these funds will go towards building Nightfood ice cream inventory and costs related to existing distribution partnerships as well as marketing and brand awareness to support the national roll-out.

 

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

 

Item 8.01 Other Events.

 

On June 17, 2019, the Registrant published a letter to its shareholders regarding the Registrant’s progress.  That letter is an exhibit 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
10.3   Nightfood Holdings June 17, 2019 Letter To Shareholders

 

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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.
   
June 17, 2019 By: /s/ Sean Folkson
    Sean Folkson
    Chief Executive Officer

 

 

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