NightFood Holdings, Inc. (NGTF): debt financing — Nightfood settles notes with Puritan/Verition, issues $619K Mast Hill note and CEO loan

NightFood Holdings, Inc.

Forbearance: Company to pay Puritan & Verition $482,250 each in 5 installments through May 31, 2023 for full note satisfaction.
New Mast Hill note: $619K principal ($526K net + $92.85K OID), 12-month maturity, convertible at $0.10, plus warrants for 13.9M shares.
CEO Sean Folkson loans $40K at 12% interest, repayable only after all other debt is satisfied.
Exchange of returnable warrants: each holder gets 1,900,000 restricted shares; shares locked until Sep 24, 2023.
Company issued additional equity since Nov 2022: 457,350 units, 922,876 shares on warrant exercise, and 750,000 on preferred conversion.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NightFood Holdings, Inc. incurred loan of $619,000.00 with Mast Hill Fund, L.P. at 16% per annum maturing the 12-month anniversary of the Issuance Date.

Instrument: loan
Principal: $619,000.00
Counterparty: Mast Hill Fund, L.P.
Rate: 16% per annum
Maturity: the 12-month anniversary of the Issuance Date
Event: incurrence

Exact text from the filing

On February 5, 2023 (the "Issuance Date"), the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") and issued and sold to Mast Hill, a Promissory Note (the "MH Note") in the principal amount of $619,000.00 (actual amount of purchase price of $526,150.00 plus an original issue discount ("OID") in the amount of $92,850.00).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NightFood Holdings, Inc. entered into Forbearance and Exchange Agreement with Puritan Partners LLC and Verition Multi-Strategy Master Fund Ltd. valued at $482,250.00 (effective 2023-02-04).

Action: entry
Counterparty: Puritan Partners LLC and Verition Multi-Strategy Master Fund Ltd.
Value: $482,250.00
Effective: 2023-02-04

Exact text from the filing

On February 4, 2023, Nightfood Holdings, Inc. (the “Company”) entered into a Forbearance and Exchange Agreement (the “Forbearance Agreement”) with Puritan Partners LLC, a New York limited liability company (“Puritan Partners”), and Verition Multi-Strategy Master Fund Ltd. (“Verition,” and collectively with Puritan Partners, the “Holders”).

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10 debt financings filed in the last 30 days. Browse all debt financings →

NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-009164

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