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): March 31, 2017
Nightfood Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55406 | 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 8.01 Other Events.
On March 31, 2017, the Company issued a press release announcing it had completed and submitted its application to OTC Markets Group to allow Company securities to trade on the OTCQB marketplace.
Item 9.01 Financial Statements and Exhibits
Financial Information
None
Exhibits:
| 99.1 | Press Release, dated March 31, 2017 |
| 2 |
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. | ||
| April 4, 2017 | By: | /s/ Sean Folkson |
| Sean Folkson | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
NightFood® Transitioning to OTCQB
TARRYTOWN, NY, March 31, 2017 -- NightFood Holdings, Inc. (OTC: NGTF), a fully reporting “better-for-you” snack company, today announced that it has completed and submitted its application for an up-list of its common stock to the OTCQB® Venture Marketplace.
The approval process is expected to take between two and four weeks, and management is optimistic that the Company will be approved. Unlike the OTC PINK, the OTCQB is considered by the Securities and Exchange Commission (SEC) to be an "established public market" for the purpose of determining the public market price when registering securities for resale with the SEC.
To be eligible, companies must be current in their financial reporting, pass a minimum bid price test and undergo an annual company verification and management certification process. The OTCQB quality standards provide a strong baseline of transparency, as well as the technology and regulation to improve the information and trading experience for investors.
Because the OTCQB increases transparency, reporting standards, management certification and compliance requirements, this can result in greater liquidity and awareness for companies that reach the OTCQB tier.
“This change in tiers is something we identified several months ago as an important step in our growth as a company as we continue to develop the NightFood brand and continue to evaluate other opportunities in the food & beverage space.” stated NightFood CEO Sean Folkson.
About Nightfood:
NightFood (OTC: 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 http://ir.nightfood.com and www.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:
Peter Leighton
888-888-6444, x5
Investor Contact:
Sean Folkson
888-888-6444, x4