Nightfood exchanges 16.2M old warrants with banker, issues 1M new warrants at $0.033

NightFood Holdings, Inc.

Exchanged 16,181,393 existing warrants (exercise prices originally $0.20-$0.30, adjusted to $0.0747) for new warrants at capped $0.0747.
Issued 1,000,000 new warrants to Spencer Clarke LLC at $0.033 exercise price as compensation for $479,842 in foregone cash fees.
Minimum fee clause removed from engagement letter; Spencer Clarke waived fees on February 2023 financing of $160,941.
Term of engagement letter extended to June 30, 2023.
New warrants and underlying shares unregistered, issued under Section 4(a)(2) exemption.

item 1.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

NightFood Holdings, Inc. entered into Warrant Exchange Agreement with Spencer Clarke, LLC (effective 2023-05-18).

Action: entry
Agreement: equity purchase
Counterparty: Spencer Clarke, LLC
Effective: 2023-05-18

Exact text from the filing

the Company shall issue to SC 1,000,000 common stock purchase warrants with an initial exercise price of $.033, and the Company and SC shall enter into the Warrant Exchange Agreement referenced in and attached to the Agreement(the “Warrant Exchange Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

NightFood Holdings, Inc. amended Amendment and Addendum to Letter of Engagement with Spencer Clarke, LLC (effective 2023-05-18).

Action: amendment
Counterparty: Spencer Clarke, LLC
Effective: 2023-05-18

Exact text from the filing

On May 18, 2023, Nightfood Holdings, Inc. (the “Company”) entered into an Amendment and Addendum to Letter of Engagement (the “Agreement”) with its banker, Spencer Clarke, LLC (“SC”), which amended and supplemented certain terms of its Letter of Engagement with SVC dated February 2, 2021 as amended and supplemented (the “Original Engagement Letter”).

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38 material agreements filed in the last 30 days. Browse all material agreements →

NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-042707

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