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 15, 2017
Nightfood Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-55406 | 46-3885019 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
520 White Plains Road – Suite 500, 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Item 1.01 Entry Into a Material Definitive Agreement.
The Registrant has entered into two convertible promissory notes and two security purchase agreements on various dates from May 10, 2017 to May 16, 2017 and funded on various dates from May 15, 2017 to May 19, 2017. The first note and securities purchase agreement was dated May 10, 2017 and funded to the Registrant on May 15, 2017 in the amount of $80,000. The lender was Auctus Fund, LLC. The second note and securities purchase agreement was with EMA Financial LLC and was dated May 16, 2017 and funded on May 19, 2017 in the amount of $75,000. The notes are not convertible until six months from their issuance and are convertible at a discount to the then market price of the notes as set forth in each note. The Registrant plans to prepay the notes from its equity purchase agreement previously reported on Form 8-K, filed on February 13, 2017. After discounts, expenses and other fees due the lenders, the Registrant received net proceeds of $138,250 which were applied to working capital.
The forgoing is a summary of the notes and securities purchase agreements and is qualified in its entirety by the notes and security purchase agreements, which are exhibits hereto.
Item 9.01 Financial Statements and Exhibits
Financial Information
None
Exhibits:
10.1 | Note - EMA Financial, LLC |
10.2 | Securities Purchase Agreement – EMA Financial, LLC |
10.3 | Note – Auctus Fund, LLC |
10.4 | SecuritiesPurchase Agreement – Auctus Fund, LLC |
2 |
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. | ||
May 23, 2017 | By: | /s/ Sean Folkson |
Sean Folkson Chief Executive Officer |
3