NightFood Holdings, Inc 8-K, filed Oct 11, 2022
NightFood Holdings, Inc. (NGTF)
About this 8-K
NightFood Holdings, Inc filed this 8-K on October 11, 2022, reporting on events of October 4, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- 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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Item 1.01 Entry Into A Material Agreement.
On October 4, 2022, Nightfood Holdings, Inc (the “Company”) entered into an Addendum to amend the Letter of Engagement with Spencer Clarke LLC (“Spencer Clarke”), dated February 2, 2021 (“Engagement Letter”) (the “Addendum”). Pursuant to the Engagement Letter as previously disclosed by the Company, Spencer Clarke was entitled to receive, among other things, (i) compensatory warrants to purchase 280,000 shares of common stock of the Company (the “Common Stock”) at an exercise price of $0.225 and (ii) returnable compensatory warrants to purchase 700,000 shares of Common Stock at an exercise price of $0.30, as compensation in relation to the transactions contemplated in a Securities Purchase Agreement with Mast Hill Fund, L.P., dated September 23, 2022 (“Purchase Agreement”).
The Addendum amends the compensation provisions of the Engagement Letter to provide that the Company shall (1) pay Spencer Clarke $35,000 and (2) issue to Spencer Clarke 500,000 shares of Common Stock, which issuance occurred on October 7, 2022, as full compensation earned in connection with the transactions contemplated in the Purchase Agreement. Pursuant to the Addendum, Spencer Clarke shall receive no additional compensation related to the Purchase Agreement.
The foregoing is a brief description of the material terms of the Addendum, and is qualified in its entirety by reference to the full text of the Addendum, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of Common Stock is incorporated by reference herein. The Common Stock was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as no general solicitation was used in the offer and sale of such securities.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Addendum dated October 4, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: October 11, 2022
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ Sean Folkson | |
| Name: | Sean Folkson | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
October 4, 2022
Spencer Clarke LLC
1111 Lincoln Road, Suite 500
Miami Beach, FL 33139
Attn: Reid Drescher, President & CEO
| Re: | October Addendum to Letter of Engagement |
Gentlemen:
This letter serves as an addendum to the Letter of Engagement between Spencer Clarke LLC (“Spencer Clarke”) and Nightfood Holdings, Inc., (“Nightfood”) dated February 2, 2021 (“Engagement Letter”).
Whereas, The Letter of Engagement provides for Spencer Clarke to earn Success Fees upon the closing of any financing or corporate finance activity, which include, among other compensation, five (5) year cashless warrants (“Warrants”) equal to 10% of the capital raised, debt incurred or Mezzanine Credit Facility that is secured, in common stock of the Company, and a minimum cash fee of $100,000 for each corporate financing activity.
Whereas, Spencer Clarke assisted Nightfood in securing a $700,000 convertible note with Mast Hill Fund, LP.
The parties have agreed to replace the compensation requirements outlined in the Letter of Engagement with full agreed-upon compensation of $35,000 in cash and 500,000 shares of Nightfood Holdings, Inc. common stock, earned as of the closing of the Mast Hill Fund LP transaction on September 23, 2022. No additional compensation shall be due Spencer Clarke related to the Mast Hill Fund transaction.
In all other respects, the Engagement Letter is hereby declared to remain in full force and effect without modification, except as expressly provided herein. Spencer Clarke agreeing to this modified compensation for the Mast Hill Fund transaction does not impact the treatment of any of their Nightfood holdings earned prior to that transaction or their compensation structure for any future transactions. In the event of any conflict between the provisions contained in this letter and the provisions of the Engagement Letter, the provisions of the Engagement Letter shall control and govern.
If the foregoing accurately reflects our agreement, please confirm that by signing on the signature page of this Amended Engagement Letter and returning a copy of it to your undersigned.
| Sincerely, | ||
| NIGHTFOOD HOLDINGS, INC. | ||
| /s/ Sean Folkson | ||
| Name: | Sean Folkson | |
| Title: | Chief Executive Officer | |
| Agreed to and accepted this 4th day of October, 2022 | ||
| SPENCER CLARKE LLC | ||
| By: | /s/ Reid Drescher | |
| Name: | Reid Drescher | |
| Title: | President & CEO | |