Nightfood Holdings, Inc. announced that it has entered into a securities purchase agreement for a private placement of a promissory note for proceeds of $51,000 on August 28, 2023. The note carries a principal amount of $60,000.00 and will be issued at an original issue discount of $9,000 in the transaction. The company will also issue returnable common stock purchase warrants exercisable into an aggregate of 650,000 shares of the common stock, par value $0.001 per share, of the company at an initial exercise price of $0.10 per share and may be exercised at any time until the five year anniversary of the Warrants.

The transaction will include participation from returning investor Fourth Man, LLC. The maturity date of the note is the 12-month anniversary of the effective date, and is the date upon which the principal amount, the original issue discount, as well as any accrued and unpaid interest and other fees, shall be due and payable. The investor has the right to convert all or any portion of the then outstanding and unpaid principal amount and interest into common stock, at a conversion price of $0.033.

The company will also issue 3,333,333 shares of Common Stock as commitment shares, 1,666,667 of which shall be cancelled and returned to the Company?s treasury upon repayment of the Note on, or prior to, the date that is 180 calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to investor.