---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-018284"
form_type: "8-K"
ticker: "NGTF"
cik: "0001593001"
company_name: "NightFood Holdings, Inc."
filed_at: "2023-03-07T23:59:59+00:00"
generated_at: "2026-06-18T09:44:45.420476+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Nightfood secures $160,941 promissory note, amends warrants, exchanges shares with holders

## Summary
- Issued $160,941 principal promissory note to Mast Hill Fund (net proceeds ~$136,800) with 12-month maturity, convertible at $0.10/share.
- Amended existing warrants: exercise price reduced to $0.05, immediate exercise of 3M shares, new warrants at $0.125.
- Exchanged warrants with Puritan and Verition for 750,000 and 2,000,000 common shares respectively; amended leak-out terms.
- Issued to Mast Hill: 1.79M first warrants ($0.10) and 1.82M second warrants exercisable after Feb 28, 2024.

## SEC filing metadata
- accession: 0001213900-23-018284
- form_type: 8-K
- ticker: NGTF
- cik: 0001593001
- company_name: NightFood Holdings, Inc.
- filed_at: 2023-03-07T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1593001/000121390023018284/0001213900-23-018284-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1593001/000121390023018284/ea174817-8k_nightfood.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-018284
- JSON: https://secwatch.observer/filing/0001213900-23-018284.json
- Plain text: https://secwatch.observer/filing/0001213900-23-018284.txt

## Key facts
- Debt Financings
  NightFood Holdings, Inc. incurred loan of $160,941.18 with Mast Hill Fund, L.P. at 16% per annum maturing the 12-month anniversary of the Issuance Date.
  - Instrument: loan
  - Principal: $160,941.18
  - Counterparty: Mast Hill Fund, L.P.
  - Rate: 16% per annum
  - Maturity: the 12-month anniversary of the Issuance Date
  - Event: incurrence
  source text: On March 1, 2023 (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 $160,941.18 (actual amount of purchase price of $136,800 plus an original issue discount ("OID") in the amount of $24,141.18).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1593001/000121390023018284/0001213900-23-018284-index.htm
- Material Agreements
  NightFood Holdings, Inc. entered into Warrant Amendment and Exercise Agreements with certain existing warrantholders valued at $150,000 aggregate exercise of 3,000,000 shares at $0.05 per share (effective 2023-03-01).
  - Action: entry
  - Counterparty: certain existing warrantholders
  - Value: $150,000 aggregate exercise of 3,000,000 shares at $0.05 per share
  - Effective: 2023-03-01
  source text: On March 1, 2023, Nightfood Holdings, Inc. (the "Company") entered into Warrant Amendment and Exercise Agreements (the "Amendment Agreements") with certain existing warrantholders of the Company (each, a "Warrantholder" and collectively, the "Warrantholders").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1593001/000121390023018284/0001213900-23-018284-index.htm
- Material Agreements
  NightFood Holdings, Inc. entered into Exchange and Amendment Agreement with Puritan Partners LLC and Verition Multi-Strategy Master Fund Ltd. valued at Exchange of warrants for 750,000 shares (Puritan) and 2,000,000 shares (Verition) of common stock; a (effective 2023-03-01).
  - Action: entry
  - Counterparty: Puritan Partners LLC and Verition Multi-Strategy Master Fund Ltd.
  - Value: Exchange of warrants for 750,000 shares (Puritan) and 2,000,000 shares (Verition) of common stock; a
  - Effective: 2023-03-01
  source text: On March 1, 2023, the Company entered into an Exchange and Amendment Agreement (the "Exchange 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1593001/000121390023018284/0001213900-23-018284-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.