| Subsequent Events |
15. Subsequent Events
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On August 31, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions
pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of August 28, 2023 (the “Effective Date”)
and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”) in the principal amount
of $60,000.00 (actual amount of purchase price of $51,000 plus an original issue discount (“OID”) in the amount of $9,000).
Also pursuant to the Purchase Agreement, in connection with the issuance of the Note, the Company: (a) issued to Fourth Man (i) returnable
common stock purchase warrants (the “Warrants”) exercisable into an aggregate of 650,000 shares of the common stock, par value
$0.001 per share, of the Company (the “Common Stock”) and (ii) 3,333,333 shares of Common Stock as commitment shares (the
“Commitment Shares”), 1,666,667 of which shall be cancelled and returned to the Company’s treasury upon repayment of
the Note on, or prior to, the date that is 180 calendar days after the date of the Agreement; and (b) granted piggy-back registration
rights to Fourth Man. |
The Company paid
to (a) J.H. Darbie & Co., Inc. $2,550 in cash fees plus 21,250 warrants at an exercise price of $0.10 per share (the “Darbie
Warrants”)) pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement.
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On July 7, 2023, the Company issued 4,800,000 common stock purchase warrants to Spencer Clarke LLC as
retainer for Placement Agent services. |
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On October 6, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions
pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 5, 2023 (the “Effective Date”)
and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount
of $62,000.00 (actual amount of purchase price of $52,700 plus an original issue discount (“OID”) in the amount of $9,300). |
Mast Hill has
the right, at any time on or following the date that an Event of Default occurs to convert all or any portion of the then outstanding
and unpaid Principal Amount and interest, to convert all or any portion of the then outstanding and unpaid principal amount and interest
(including any default interest) into Common Stock, at a conversion price of $0.033, subject to customary adjustments as provided in the
Note for stock dividends and stock splits, rights offerings, pro rata distributions, fundamental transactions and dilutive issuances.
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