NightFood Holdings Inc. has announced it entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., issuing a senior secured promissory note with a principal amount of $1,175,000 at a 15% original issue discount. The transaction resulted in net proceeds of $998,750 for the company, with certain amounts withheld for transaction-related expenses. The securities issued in connection with this agreement were sold in a private placement under an exemption from SEC registration requirements, specifically Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The investor is an accredited investor, and the common stock issuable upon conversion of the note has not been registered under the Securities Act.

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