NGTF Nightfood Holdings Inc (QB)

Item 8.01 Other Events.

As previously disclosed, the Company is currently in default on certain senior secured debt obligations (the “Notes”) with two lenders (the “Lenders”). The Notes, which matured on December 10, 2022, were not paid in full by their maturity date. This event of default resulted in the acceleration of the Notes, including the introduction of default interest rate, late payment penalties, and other provisions.

The Company continues to work towards an agreement with the Lenders which may include, among other things, a further extension of the maturity date under the Notes, forbearance on certain Lender rights, revised repayment terms, or a combination thereof. The Company cannot give any assurance that the Lenders, or either of them, will not elect to pursue all of the additional rights available to them under the Notes or otherwise, including but not limited to foreclosure thereunder, and the Lenders reserve any and all rights thereunder.

Furthermore, the Company is currently negotiating with a potential funding source to provide capital to apply, in part, towards the repayment of the Notes as well as some operating capital. The Company can give no assurance any such financing event will be successfully consummated or if it is consummated, on terms and conditions beneficial to the Company. Failure to so enter into a financing event could prevent the Company from successfully negotiating with the Lenders on a resolution of the events of default under the Notes.

Forward Looking Statements:

This Current Report on Form 8-K contains “forward-looking statements.” Statements in this Form 8-K which are not purely historical (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “intends,” “would,” “could” and “estimates”) are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, sales projections, potential customers, any products sold or cash flow from operations.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, difficulties associated with obtaining financing on acceptable terms and successfully negotiating repayment terms with the Lenders. These forward-looking statements are made as of the date of this Form 8-K, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Although the Company believes that the beliefs, plans, expectations and intentions contained in this Form 8-K are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in the Company’s most recent annual report for its last fiscal year, its quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.