NightFood Holdings Enters Loan Agreement

TL;DR

NightFood just took out a loan, creating a new debt obligation.

AI Summary

On March 15, 2024, NightFood Holdings, Inc. entered into a material definitive agreement, specifically a loan agreement with an undisclosed lender. This agreement creates a direct financial obligation for the company. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This loan agreement signifies a new financial obligation for NightFood Holdings, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation introduces potential risks related to repayment and interest, especially without details on the loan terms.

Key Players & Entities

• NightFood Holdings, Inc. (company) — Registrant
• March 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $336,000.00 — (the "Note") in the principal amount of $336,000.00 (actual amount of purchase price of $28
• $285,600 — .00 (actual amount of purchase price of $285,600 plus an original issue discount ("OID")
• $50,400 — issue discount ("OID") in the amount of $50,400). The use of proceeds from the sale of
• $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

• ea0202184-8k_nightfood.htm (8-K) — 34KB
• ea020218401ex10-1_night.htm (EX-10.1) — 162KB
• ea020218401ex10-2_night.htm (EX-10.2) — 117KB
• 0001213900-24-024334.txt ( ) — 558KB
• ngtf-20240315.xsd (EX-101.SCH) — 3KB
• ngtf-20240315_lab.xml (EX-101.LAB) — 33KB
• ngtf-20240315_pre.xml (EX-101.PRE) — 22KB
• ea0202184-8k_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 March 15, 2024, Nightfood Holdings, Inc. (the "Company") consummated the transactions pursuant to a Securities Purchase Agreement (the "Purchase Agreement") dated as of March 12, 2024 (the "Effective Date") and issued and sold to Mast Hill Fund, L.P. ("Mast Hill"), a Promissory Note (the "Note") in the principal amount of $336,000.00 (actual amount of purchase price of $285,600 plus an original issue discount ("OID") in the amount of $50,400). The use of proceeds from the sale of the Mast Hill Note is strictly for business development and expenses related to compliance and merger and ongoing acquisition activity, and not for any other purpose. The maturity date of the Mast Hill 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 Mast Hill 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 Mast Hill 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 Mast Hill Note) occurs under the Mast Hill Note, the

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 March 12, 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: March 20, 2024 NIGHTFOOD HOLDINGS, INC. By: /s/ LEI SONNY WANG Name: Lei Sonny Wang Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR