| Stockholders' Deficit |
| 11. |
Stockholders' Deficit |
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On October
16, 2013, the Nightfood, Inc. became a wholly-owned subsidiary of Nightfood Holdings, Inc. Accordingly, the stockholders'
equity has been revised to reflect the share exchange on a retroactive basis. |
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The
Company is authorized to issue One Hundred Million (200,000,000) shares of $0.001 par value per share Common Stock. Holders
of Common Stock are each entitled to cast one vote for each Share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally
available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company's assets
after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that
dividends will be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights
to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions
regarding the Common Stock. All of the outstanding Shares of Common Stock are fully paid and non-assessable and all of the
Shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable. Holders of Shares of Common
Stock will have full rights to vote on all matters brought before shareholders for their approval, subject to preferential
rights of holders of any series of Preferred Stock. Holders of the Common Stock will be entitled to receive dividends, if
and as declared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders
of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or other subscription rights.
Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities and any
liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata
to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase
their shares. Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more
than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
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The
Company has 53,773,856 and 42,608,329 shares of its $0.001 par value common stock issued and outstanding as of June 30, 2019
and 2018 respectively. |
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During the year ended June 30, 2019: |
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the
Company sold 84,389 shares of common stock for cash proceeds of $50,000, |
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and issued 483,808 shares of common
stock for services with a fair value of $345,656,
and issued 281,957 shares of common stock
for payment of certain accounts payable liabilities with a fair value of $63,850,
and issued 400,000 shares of common
stock for the exercise of warrants valued at $120,000,
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and issued 667,959
shares of common stock in consideration of interest payments with a fair value of $95,805, |
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and issued 9,247,414 shares
of common stock as consideration for convertible debt with a fair value of $1,327,953.
Preferred Stock
On
July 9th 2018 the Company was authorized to issue One Hundred Thousand (1,000,000) shares of $0.001 par value
per share Preferred Stock. Of the 1,000,000 shares 100,000 shares are designated as Series A preferred Stock Holders of
Common Stock are each entitled to cast 1,000,000 votes for each Share held of record on all matters presented to shareholders.
In addition to his ownership of
the common stock, Mr. Folkson owns 1,000 shares of our Series A Preferred Stock ("A Stock") which votes with
the common stock and has an aggregate of 100,000,000 votes.
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Dividends |
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The Company has never declared
dividends. |
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The following is a summary of
the Company's outstanding common stock purchase warrants. A portion of the 500,000 warrants shown below
at an exercise price of $.15 have not yet vested. These warrants were issued as compensation for
a four-year advisory agreement. 150,000 warrants vested on July 24, 2018, another 150,000 on July 24, 2019,
another would vest 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021, should advisor complete the term
of his engagement.
The aggregate intrinsic value
of the warrants as of June 30, 2019 is $318,450.
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Outstanding at |
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Issued / (exercised) |
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Outstanding |
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| Exercise Price |
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June 30,
2018 |
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in
2019
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Expired |
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June 30,
2019 |
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| $ |
0.15 |
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500,000 |
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- |
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500,000 |
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| $ |
0.20 |
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105,000 |
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- |
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105,000 |
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| $ |
0.30 |
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500,000 |
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(400,000 |
) |
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- |
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100,000 |
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| $ |
0.40 |
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- |
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150,000 |
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- |
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150,000 |
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| $ |
0.75 |
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300,000 |
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- |
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- |
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300,000 |
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1,405,000 |
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(250,000 |
) |
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- |
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1,155,000 |
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Options |
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The Company has never issued
options. |
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