1-A: Item 1. Issuer Information
1-A: Item 2. Issuer Eligibility
1-A: Item 3. Application of Rule 262
1-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings
1-A: Item 5. Jurisdictions in Which Securities are to be Offered
1-A: Item 6. Unregistered Securities Issued or Sold Within One
Year
Unregistered Securities Issued or Sold Within One Year
None
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | |
(b)(1) Title of securities issued | |
(2) Total Amount of such securities issued | 400000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Obligation under Lock-Up Agreement. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Common Stock |
(2) Total Amount of such securities issued | 1533672 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Services |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| Average of $0.28815 per share. |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Common Stock |
(2) Total Amount of such securities issued | 8700000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Conversion of Series B Preferred Stock |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Warrants |
(2) Total Amount of such securities issued | 8700000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Conversion of Series B Preferred Stock |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Warrants |
(2) Total Amount of such securities issued | 4000000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | The aggregate principal amount of a Secured Promissory Note pursuant to a Securities Purchase Agreement. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Warrants |
(2) Total Amount of such securities issued | 878260 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 878260 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Compensatory warrants to placement agent. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| Number of warrants issued based upon 10% of capital raised or debt incurred. |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Warrants |
(2) Total Amount of such securities issued | 1600000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 1600000 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Exercise of outstanding warrants at exercise price per share of $0.01. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| $16,000 |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Common Stock Purchase Warrant |
(2) Total Amount of such securities issued | 2800000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Consideration under Securities Purchase Agreement. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Returnable Common Stock Purchase Warrants |
(2) Total Amount of such securities issued | 7000000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Consideration under Securities Purchase Agreement. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Compensatory Warrants |
(2) Total Amount of such securities issued | 119260 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Compensation pursuant to Finder's Fee Agreement |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Promissory Note |
(2) Total Amount of such securities issued | 1 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | 700000 |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Returnable Common Stock Purchase Warrants |
(2) Total Amount of such securities issued | 10869566 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Obligation under Most Favored Nation Amendment Agreement. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Returnable Common Stock Purchase Warrants |
(2) Total Amount of such securities issued | 1086957 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Compensatory warrants to placement agent. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | Nightfood Holdings, Inc. |
(b)(1) Title of securities issued | Common Stock |
(2) Total Amount of such securities issued | 500000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Compensatory shares to placement agent. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| N/A |
Unregistered Securities Act
(d) Indicate the section of the Securities Act or
Commission rule or regulation relied upon for exemption from the
registration requirements of such Act and state briefly the facts
relied upon for such exemption
| Section 4(a)(2), as transactions by an issuer not involving any public offering. |