Current Report Filing (8-k)
24 Mai 2023 - 10:40PM
Edgar (US Regulatory)
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2023-05-18
2023-05-18
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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 18, 2023
NIGHTFOOD HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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000-55406 |
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46-3885019 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
520 White Plains Road – Suite 500
Tarrytown, New York 10591
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (888) 888-6444
(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Not applicable |
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Not applicable |
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Not applicable |
Item 1.01 |
Entry Into a Material Agreement. |
On May 18, 2023, Nightfood Holdings, Inc. (the
“Company”) entered into an Amendment and Addendum to Letter of Engagement (the “Agreement”) with its banker, Spencer
Clarke, LLC (“SC”), which amended and supplemented certain terms of its Letter of Engagement with SVC dated February 2, 2021
as amended and supplemented (the “Original Engagement Letter”).
The Agreement, among other things, amended the
Original Engagement Letter as follows:
| 1. | Remove the minimum fee payable by the Company to SC upon
certain events described in the Agreement. |
| 2. | SC waived its fees with respect to the Company’s February
28, 2023 financing. |
| 3. | Any warrants to be issued to SC pursuant to the terms of
the Original Engagement Letter as amended by the Agreement shall contain price protections as described in the Agreement. |
| 4. | As compensation for cash compensation SC agreed to forego during the
term of the Engagement Letter, including foregone cash compensation of $479,842, the Company shall issue to SC 1,000,000 common stock
purchase warrants with an initial exercise price of $.033, and the Company and SC shall enter into the Warrant Exchange Agreement referenced
in and attached to the Agreement(the “Warrant Exchange Agreement”). |
| 5. | The term of the Original Engagement Letter was extended to
June 30, 2023. |
Pursuant to the Warrant Exchange Agreement, among
other things, SC exchanged an aggregate of 16,181,393 of its existing warrants in the Company issued to it in 2021, originally with exercise
prices ranging from $0.2 to $0.3, which had, as per the terms of the original warrants, adjusted to exercise prices of $.0747 as of calculations
completed in February 2023 for the Company’s 10Q filing for the fiscal quarter ended December 31, 2022, for a like amount of new
warrants to purchase Company common stock at a price per share capped at $0.0747 (the “New Warrants”).
The foregoing summaries of the Agreement, the
Warrant Exchange Agreement and the New Warrants do not purport to be complete and are subject to, and qualified in their entirety by,
such documents attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated
herein by reference. Also included in this Form 8-K as Exhibits 4.3 through 4.19 are all other outstanding warrant agreements issued to
SC under the terms of the Original Engagement Letter.
Item 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 above related
to the New Warrants and the shares of common stock underlying the New Warrants is incorporated herein by reference into this Item 3.02.
Neither of the New Warrants nor the shares of common stock issuable upon the exercise of the New Warrants are registered under the Securities
Act of 1933, as amended (the “Securities Act”). The New Warrants and the shares of common stock issuable upon the exercise
of the New Warrants are were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
4.1 |
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Warrant NGTF 0019 dated May 18, 2023 |
4.2 |
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Warrant NGTF 0018 dated May 18, 2023 |
4.3 |
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Warrant NGTF 0017 dated April 17, 2023 |
4.4 |
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Warrant NGTF 0016 dated April 17, 2023 |
4.5 |
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Warrant NGTF 0015 dated April 17, 2023 |
4.6 |
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Warrant NGTF 0014 dated April 17, 2023 |
4.7 |
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Warrant NGTF 0013 dated April 17, 2023 |
4.8 |
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Warrant NGTF 0012 dated March 3, 2023 |
4.9 |
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Warrant NGTF 0011 dated March 3, 2023 |
4.10 |
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Warrant NGTF 0010 dated March 24, 2023 |
4.11 |
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Warrant NGTF 0009 dated March 24, 2023 |
4.12 |
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Warrant NGTF 0008 dated March 24, 2023 |
4.13 |
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Warrant NGTF 0007 dated February 28, 2023 |
4.14 |
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Warrant NGTF 0006 dated February 28, 2023 |
4.15 |
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Warrant NGTF 0005 dated February 28, 2023 |
4.16 |
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Warrant NGTF 0004 dated February 1, 2023 |
4.17 |
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Warrant NGTF 0003 dated February 1, 2023 |
4.18 |
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Warrant NGTF 0002 dated February 1, 2023 |
4.19 |
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Warrant NGTF 0001 dated September 22, 2022 |
10.1 |
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Amendment and Addendum to Letter of Engagement dated May 18, 2023 |
10.2 |
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Warrant Exchange Agreement dated May 18, 2023 |
104 |
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Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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 thereunto
duly authorized.
Date: May 24, 2023
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NIGHTFOOD HOLDINGS, INC. |
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By: |
/s/ Sean Folkson |
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Name: |
Sean Folkson |
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Title: |
Chief Executive Officer |
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