---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-042707"
form_type: "8-K"
ticker: "NGTF"
cik: "0001593001"
company_name: "NightFood Holdings, Inc."
filed_at: "2023-05-24T23:59:59+00:00"
generated_at: "2026-06-14T15:58:52.592196+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-23-042707
- form_type: 8-K
- ticker: NGTF
- cik: 0001593001
- company_name: NightFood Holdings, Inc.
- filed_at: 2023-05-24T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1593001/000121390023042707/0001213900-23-042707-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1593001/000121390023042707/ea179129-8k_nightfood.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-042707
- JSON: https://secwatch.observer/filing/0001213900-23-042707.json
- Plain text: https://secwatch.observer/filing/0001213900-23-042707.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1593001/000121390023042707/0001213900-23-042707-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1593001/000121390023042707/0001213900-23-042707-index.htm

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