NightFood Holdings, Inc. (NGTF): debt financing — Nightfood issues $200K convertible note to Mast Hill; CEO pledges shares

NightFood Holdings, Inc.

Issued $200K promissory note (net $170K after $30K OID) to Mast Hill Fund, maturing in 12 months.
Note convertible at $0.10/share; Mast Hill limited to 4.99% beneficial ownership cap.
CEO Sean Folkson pledged all his common stock and equivalents as collateral via Pledge Agreement.
Company issued 298,875 warrants at $0.05688 to J.H. Darbie & Co. as placement agent fees.
Proceeds used for debt service; note restricts additional debt, dividends, and asset sales.

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 convertible notes of $200,000.00 ($170,000 purchase price plus $30,000 original issue discount) with Mast Hill Fund, L.P. at 16% per annum upon default; OID of $30,000 maturing 12-month anniversary of June 1, 2023 (June 1, 2024).

Instrument: convertible notes
Principal: $200,000.00 ($170,000 purchase price plus $30,000 original issue discount)
Counterparty: Mast Hill Fund, L.P.
Rate: 16% per annum upon default; OID of $30,000
Maturity: 12-month anniversary of June 1, 2023 (June 1, 2024)
Event: incurrence

Exact text from the filing

On June 2, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 1, 2023 (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 $200,000.00 (actual amount of purchase price of $170,000 plus an original issue discount (“OID”) in the amount of $30,000).

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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 0001213900-23-047494

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