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): May 14, 2015


Nightfood Holdings, Inc.

Exact name of registrant as specified in its charter)


Nevada

 

333-193347

 

46-3885019

(State or other jurisdiction of incorporation)

  

(Commission File Number)

  

(IRS Employer Identifica­tion No.)


500 White Plains Road – Suite 520, 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))






Item 8.01 Other Events.


On May 14, 2015, the Registrant was advised that the FINRA review of the market maker’s review for a trading symbol was completed and that the Registrant’s stock would trade over the counter under the symbol NGTF.


On May 27, 2015, Sean Folkson, the Registrant’s CEO converted his personal loans to the Registrant, totaling $134,517 into 538,068 shares of the Registrant’s common stock.  The conversion price of $0.25 per share is the same price as is being offered to investors in the Registrant’s ongoing private placement under Regulation D.


On May 27, 2015, the Registrant emailed 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:


99.1

Letter to shareholders



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 1, 2015

 

By: /s/ Sean Folkson

  

Sean Folkson

Chief Executive Officer