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):October 24, 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 company ☐
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. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
The Registrant has entered into a convertible promissory note a security purchase agreement dated October 18, 2017 and funded on October 24, 2017, in the amount of $52,500. The lender was Eagle Equities, LLC.
The note is convertible at a discount to the then market price of the notes as set forth in each note. While conversions may occur at any time, any shares gained through conversion may not be sold for a period of six months from the date of the Note. The Note and related Securities Purchase Agreement requires the Registrant to maintain a reserve of 3,088,000 shares against conversions.
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 – Eagle Equities, LLC |
| 10.2 | Securities Purchase Agreement – Eagle Equities, LLC |
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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. | ||
October 27, 2017 | By: | /s/ Sean Folkson |
Sean Folkson Chief Executive Officer | ||
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