NightFood Holdings, Inc. (NGTF): debt financing — Nightfood issues $170,588 promissory note to Mast Hill Fund with conversion at $0.033/share

NightFood Holdings, Inc.

Company issued $170,588 promissory note (purchase price $145,000) to Mast Hill Fund, L.P. on December 7, 2023.
Note matures 12 months from issuance; convertible into common stock at $0.033 per share, subject to 4.99% ownership cap.
Proceeds are strictly for expenses related to ongoing acquisition and uplist activity.
Note restricts additional debt, dividends, asset sales, affiliate transactions, and variable rate transactions.
Upon default, holder may accelerate and demand 150% of outstanding principal plus accrued interest.

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 $170,588 with Mast Hill Fund, L.P. at lesser of (i) 16% per annum and (ii) the maximum amount permitted by law maturing 12-month anniversary of the Issuance Date.

Instrument: loan
Principal: $170,588
Counterparty: Mast Hill Fund, L.P.
Rate: lesser of (i) 16% per annum and (ii) the maximum amount permitted by law
Maturity: 12-month anniversary of the Issuance Date
Event: incurrence

Exact text from the filing

On December 7, 2023 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of December 6, 2023, and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “MH Note”) in the principal amount of $170,588 (actual amount of purchase price of $145,000 plus an original issue discount (“OID”) in the amount of $25,588).

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NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-095171

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