NightFood Holdings, Inc. announced that it has entered into a private placement agreement of a convertible promissory note in the principal amount of $65,000 for gross proceeds of $55,250 on June 29, 2023. The transaction included participation from new investor, Fourth Man, LLC. In connection with the issuance of the note, the company issued common stock purchase warrants exercisable into an aggregate of 600,000 common shares and 1,969,697 commitment Shares, 1,477,272 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 granted piggy-back registration rights to the investor.

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 OID, as well as any accrued and unpaid interest and other fees, shall be due and payable. The note is convertible into common shares, at a conversion price of $0.033. The warrants have an initial exercise price of $0.10 per share, subject to customary adjustments, and may be exercised at any time until the five year anniversary of the warrants.