UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into A Material Agreement. |
On September 10, 2021, Nightfood Holdings, Inc. (the “Company”) closed on the sale of an additional 200 shares (the “Shares”) of its Series B Preferred Stock (the “B Preferred”), to an accredited investor for gross proceeds of $200,000 in an offering (the “Offering”) exempt from registration under Rule 506(b) under the Securities Act of 1933, as amended (the “Act”). With the Shares, the Company has sold in the Offering an aggregate of 3,450 shares of B Preferred for aggregate gross proceeds of $3,450,000. The purchase of the Shares was pursuant to a Subscription Agreement as between the Company and the investor (the “Subscription Agreement”).
The Company paid fees of $16,000 plus certain retainer and success warrants to Spencer Clarke, LLC (“SC”), its placement agent in the Offering, pursuant to the terms of the Letter of Engagement between the Company and SC dated February 2, 2021 (the “Letter of Engagement”). The Company received $184,000 of the proceeds from the sale of the Shares which will be used as working capital.
The B Preferred consists of 5,000 authorized shares. Each share of B Preferred has a liquidation preference of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Company’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants expiring April 16, 2026 (the “Warrants”). The Warrants have an initial exercise price of $0.30 per share. The Certificate of Designation of the B Preferred filed on April 19, 2021 (the “Certificate”) provides that both the number of Conversion Shares and the Warrants adjust for stock splits, reorganizations and the like and the Warrants provide for proportional adjustments in the event of certain dilutive issuances with certain issuances excluded from any adjustment. The Certificate also provides that commencing June 30, 2021 and for so long as 2,000 shares of B Preferred are outstanding, the holders of the B Preferred, voting as a class, shall be entitled to elect one member of the Company’s board of directors.
The foregoing is a brief description of the terms of the B Preferred, the Certificate, the Warrants, the Subscription Agreement and the Letter of Engagement, and is qualified in its entirety by reference to the full text of the Certificate, the Warrants, the Subscription Agreement and the Letter of Engagement, copies of which are included as Exhibits 3.1, 10.1, 10.2 and 10.4, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2021, and which are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
Item 9.01 |
Financial Statements and Exhibits. |
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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 thereunto duly authorized.
Date: October 8, 2021
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ Sean Folkson | |
| Name: | Sean Folkson | |
| Title: | Chairman and Chief Executive Officer | |
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