NightFood Holdings Incurs New Financial Obligation on Jan 24

TL;DR

**NightFood Holdings just took on new debt, watch for impact on financials.**

AI Summary

NightFood Holdings, Inc. entered into a material definitive agreement on January 24, 2024, which created a direct financial obligation for the company. This 8-K filing, dated January 29, 2024, indicates that the company has taken on new debt or a similar financial commitment. For investors, this matters because new financial obligations can impact the company's liquidity, future profitability, and potentially dilute existing shareholders if the obligation involves equity.

Why It Matters

This filing signals that NightFood Holdings, Inc. has taken on new debt or a similar financial commitment, which could affect its financial health and future stock performance.

Risk Assessment

Risk Level: medium — New financial obligations can increase a company's debt burden and interest expenses, potentially impacting profitability and cash flow.

Analyst Insight

Investors should monitor NightFood Holdings, Inc.'s next financial statements (10-Q or 10-K) to understand the specific terms and impact of this new financial obligation on the company's balance sheet and income statement.

Key Players & Entities

• NightFood Holdings, Inc. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of the earliest event reported
• January 29, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $388,300 — e "MH Note") in the principal amount of $388,300 (the "Principal Amount") (actual amount
• $330,055 — t") (actual amount of purchase price of $330,055 plus an original issue discount ("OID")
• $58,245 — issue discount ("OID") in the amount of $58,245). The use of proceeds from the sale of
• $250,300.00 — ses and to provide operating capital of $250,300.00 to Future Hospitality Ventures Holdings
• $0 — ommon Stock"), at a conversion price of $0.033, subject to customary adjustments a
• $1,750.00 — dition, Mast Hill is entitled to deduct $1,750.00 from the conversion amount upon each co
• $750.00 — amount to the prepayment date plus (c) $750.00 to reimburse Mast Hill for administrati

Filing Documents

• ea192344-8k_nightfood.htm (8-K) — 33KB
• ea192344ex10-1_nightfood.htm (EX-10.1) — 163KB
• ea192344ex10-2_nightfood.htm (EX-10.2) — 124KB
• 0001213900-24-007190.txt ( ) — 566KB
• ngtf-20240124.xsd (EX-101.SCH) — 3KB
• ngtf-20240124_lab.xml (EX-101.LAB) — 33KB
• ngtf-20240124_pre.xml (EX-101.PRE) — 22KB
• ea192344-8k_nightfood_htm.xml (XML) — 3KB

01 Entry Into A Material Agreement

Item 1.01 Entry Into A Material Agreement. The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Mast Hill Loan On January 24, 2024 (the "Issuance Date"), the Company entered into a Securities Purchase Agreement (the "Purchase Agreement"), and issued and sold to Mast Hill Fund, L.P. ("Mast Hill"), a Promissory Note (the "MH Note") in the principal amount of $388,300 (the "Principal Amount") (actual amount of purchase price of $330,055 plus an original issue discount ("OID") in the amount of $58,245). The use of proceeds from the sale of the MH Note is strictly for payment of operating expenses and to provide operating capital of $250,300.00 to Future Hospitality Ventures Holdings, LLC ("FHVH") in advance of the anticipated acquisition transaction with FHVH, and for no other purpose. The maturity date of the MH Note is the 12-month anniversary of the Issuance Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. Mast Hill has the right, at any time on or following the date that an event of default occurs under the Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any default interest) into common stock of the Company ("Common Stock"), at a conversion price of $0.033, subject to customary adjustments as provided in the MH Note for stock dividends and stock splits, rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. In addition, Mast Hill is entitled to deduct $1,750.00 from the conversion amount upon each conversion, to cover Mast Hill's fees associated with each conversion. Any such conversion is subject to customary conversion limitations set forth in the MH Note so Mast Hill beneficially owns less than 4.99% of the Common Stock. At any time prior to the date that an Event of Default (as defined in the MH Note) occurs under the MH Note, the Company

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Securities Purchase Agreement with Mast Hill Fund, L.P. 10.2 Promissory Note dated January 24, 2024 with Mast Hill Fund, L.P. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: January 29, 2024 NIGHTFOOD HOLDINGS, INC. By: /s/ Sean Folkson Name: Sean Folkson Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR