NightFood Holdings, Inc 8-K, filed Sep 29, 2021
NightFood Holdings, Inc. (NGTF)
About this 8-K
NightFood Holdings, Inc filed this 8-K on September 29, 2021, reporting on events of September 23, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
| Item 3.02 | Unregistered Sales of Equity Securities |
Between July 1, 2021 and September 29, 2021, Nightfood Holdings, Inc. (the “Company”), issued an aggregate of 3,365,000 shares of the Company’s common stock upon the conversion of 3,365 outstanding shares of its Series B Convertible Preferred Stock (the “Preferred Stock”) in accordance with their terms. In addition, pursuant to the terms of the Preferred Stock, upon such conversions, the Company issued common stock purchase warrants exercisable for an aggregate of 3,365,000 shares of common stock at a strike price of $0.30 per share, subject to the terms thereof. The issuances of such shares and the warrants were exempt from registration by reason of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving a public offering and/or Section 3(a)(9) of the Securities Act as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Between June 30, 2021 and August 5, 2021, the Company issued an aggregate of 1,268,519 shares of its common stock to consultants as consideration for services received. The issuance of such shares was exempt from registration by reason of Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
Date: September 29, 2021
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ Sean Folkson | |
| Name: | Sean Folkson | |
| Title: | Chief Executive Officer | |
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