Exhibit 99.1
\
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2016
Nightfood Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-193347 | 46-3885019 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 520 White Plains Road – Suite 500, Tarrytown, New York |
10591 | |
| (Address of principal executive offices) | (Zip Code) |
888-888-6444
Registrant’s telephone number, including area code
NA
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On November 25, 2016 the Registrant executed and delivered a Plan of Reorganization Including Option to Acquire (the “Plan”) by and among the Registrant, Hook Group, LLC (“Hook”) and Suffield Foods. LLC (“Suffield”). The Plan contemplates the Registrant acquiring an equity interest in and potentially merging Hook and its subsidiary Suffield with and into a wholly owned subsidiary of the Registrant. Pursuant to the Plan, the Registrant has agreed to use its best efforts to invest up to $9,000,000 in Hook in exchange for preferred equity in Hook. The Plan contemplates an investment in Hook by the Registrant in tranches over approximately 18 months. At any time after the Registrant has invested $7,500,000 in Hook, the Registrant may request a merger of Hook with and into a subsidiary of the Registrant in exchange for the Hook members receiving a 50% shareholder interest in the Registrant. Such merger would be subject to shareholder approval by the Registrant. Hook is a licensee of General Mills Marketing, Inc. and holds the right to manufacture and distribute ice cream under the Fiber One™ brand name. The Registrant is seeking to raise funds through the sale of equity to meet its obligations under the Plan, but has no firm commitments for any funding. If funding is not realized, the Plan will not go into effect. The forgoing is a summary of the Plan and is qualified in its entirety by the Plan, which is an exhibit hereto.
Item 8.01 Other Events.
On December 2, 2016, the Company issued a press release regarding the definitive material agreement mentioned in Item 1.01.
On December 6, 2016 the Company issued a press release regarding recent distribution activity related to NightFood, Inc.
Item 9.01 Financial Statements and Exhibits
Financial Information
None
Exhibits:
| 99.1 | Material Definitive Agreement, dated November 14, 2016 and executed November 25, 2016 |
| 99.2 | Press Release, dated December 2, 2016 |
| 99.3 | Press Release, dated December 6, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NIGHTFOOD HOLDINGS, INC. | ||
| December 6, 2016 | By: | /s/ Sean Folkson |
| Sean Folkson | ||
| Chief Executive Officer | ||
Exhibit 99.1
\
Exhibit 99.2
NightFood Reaches Agreement to Acquire Suffield Foods
TARRYTOWN, NY, December 2, 2016 (MARKETWIRED) -- NightFood Holdings, Inc. (OTC: NGTF), a fully reporting “better-for-you” snack company, today announced that it has agreed to terms and signed a definitive agreement to acquire Suffield Foods, LLC, and Hook Marketing, LLC, contingent upon NightFood providing ongoing operating capital for Suffield operations.
Hook has been granted a license to manufacture and distribute Fiber One™ ice cream, and conducts operations through its subsidiary, Suffield.
“Over the last several months, we have had acquisition discussions with numerous companies in the snack space. We believe this deal with Suffield represents a tremendous opportunity, and I look forward to working with the Suffield team to help make Fiber One™ ice cream available to retailers and consumers across the country,” stated NightFood CEO Sean Folkson.
Ice cream industry veteran and Suffield CEO Frank Everett has been bolstered by the feedback he’s received, “With Fiber One™ ice cream, we’re delivering a unique set of benefits to the consumer and the retailer. This transaction will allow us access to the capital we need to manufacture, distribute, and support Fiber One™ ice cream at retail.”
Distribution plans call for the ice cream to be introduced into several major supermarket chains throughout the United States during the first half of 2017, along with broad distribution in supermarkets and drug stores throughout the New York Metro area.
As part of the arrangement, NightFood has agreed to provide Suffield with the operating capital needed to launch Fiber One™ ice cream through the end of 2017, and can consummate the acquisition as early as mid-2017 provided the funding has been completed, and certain other conditions have been met.
About Nightfood:
NightFood (OTCQB: NGTF), “The Nighttime Snack Company”, is a snack food company dedicated to providing consumers delicious, better-for-you choices for evening snacking. NightFood is the first company to create products to address the unique nutritional needs consumers have at night. NightFood creates, manufactures, and distributes products to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way. For more information, visit www.nightfood.com
About Suffield Foods, LLC:
Suffield Foods, through its relationship with Hook Marketing LLC, manufactures and distributes Fiber One™ ice cream throughout the United States under license. The product line consists of high-fiber, low-fat ice cream in pints and ice cream novelties such as ice cream bars and ice cream sandwiches.. Both Hook and Suffield have signed a definitive agreement to be acquired by NightFood, with said acquisition contingent upon NightFood continuing to fund Suffield operations and certain other requirements.
Forward Looking Statements:
This current press release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, any products sold or cash flow from operations.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with distribution and difficulties associated with obtaining financing on acceptable terms. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our most recent annual report for our last fiscal year, our quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Media Contact:
Christina Lee Schmohl
646-405-5850 x6
Clee@e5aim.com
Investor Contact:
Sean Folkson, CEO
888-888-6444, x4
sean@nightfood.com
Exhibit 99.3
NightFood® Lands Meijer Supermarkets
TARRYTOWN, NY, December 6, 2016 (MARKETWIRED) -- NightFood Holdings, Inc. (OTC: NGTF), a fully reporting “better-for-you” snack company, today announced that NightFood branded nighttime nutrition bars will soon be available in Meijer supermarkets.
Meijer has well over 200 locations, concentrated in Michigan, Illinois, Ohio, Indiana, Wisconsin, and Kentucky. Based on 2015 revenues of almost $16B, Meijer was the 26th largest retailer in the United States according to the National Retailer Federation, ranking ahead of Whole Foods Market, 7-Eleven and Starbucks.
“We’re very excited that our distribution relationship with KeHE Distributors led to Meijer adding the NightFood line. This is our largest supermarket chain to date, and we’re looking forward to a fantastic relationship with the Meijer team,” commented NightFood CEO Sean Folkson.
NightFood nutrition bars come in two flavors, Cookies n’ Dreams, and Midnight Chocolate Crunch, and both will soon be available in Meijer stores across the upper Midwest.
About Nightfood:
NightFood Holdings, Inc. focuses on bringing better-for-you snacking experiences to consumers. This is achieved through manufacture and distribution of NightFood, a line of snacks specially formulated to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way, and through our agreement to fund and acquire Suffield Foods, LLC, an ice cream company which manufactures and distributes a line of delicious high-fiber and lower fat ice cream and frozen novelties under license. For more information, visit http://ir.nightfood.com
Forward Looking Statements:
This current press release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, any products sold or cash flow from operations.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with distribution and difficulties associated with obtaining financing on acceptable terms. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our most recent annual report for our last fiscal year, our quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Media Contact:
Christina Lee Schmohl
646-405-5850 x6
Clee@e5aim.com
Investor Contact:
Sean Folkson, CEO
888-888-6444, x4
sean@nightfood.com