SEC Comment Letter for NightFood Holdings, Inc. (NGTF) (CIK 0001593001) (NGTF) — Mar 28, 2017
NightFood Holdings, Inc. (NGTF) (CIK 0001593001)
Date: March 28, 2017 · CIK: 0001593001 · Accession: 0000000000-17-010281
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-216709
Letter
Mail Stop 4628 March 2 8, 2017 Sean Folkson President and Chief Executive Officer NightFood Holdings, Inc. 500 White Plains Road, Suite 520 Tarrytown, NY 10591
Re: NightFood Holdings, Inc. Registration Statement on Form S -1 Filed March 15, 2017 File No. 333-216709
Dear Mr. Folkson :
We have limited our review of your registration statement to those issues w e have addressed in our comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure .
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments.
General
1. We note that your registration statement relates to the resale of common stock issuable under an equity purchase agreement that was entered into with Black Forest Capital , LLC . However, i t appears that your common stock is quo ted on the OTC Pink marketplace. We believe that the resale offering of shares to be issued un der an equity line transaction is not available where there is not an active public market for the shares . It is the staff’s position that stock quotations on the OTC Pink marketplace do not constitute a sufficient public market. We further note your ris k factor disclosures on page 7 regarding the lack of liquidity of your shares on the OTC Pink marketplace. As you cannot register the transaction in its current form, please withdraw this registration statement. You may refile at a later time the resale of the equity line securities after each put. For guidance, please refer to the Division’ s Compliance and Disclosure Interpretations, Securities Act Sections, Question 139.13 , which you may find on our
Sean Folkson NightFood Holdings, Inc. March 2 8, 2017 Page 2
website at , http://www.sec.gov/divisions/corpfin/guid ance/sasinterp.htm . For additional guidance on equity line transactions, please refer to the Division’ s Compliance and Disclosure Interpretations, Securiti es Act Sections, Question s 139.1 2, 139.14 – 139.22.
Closing Comments
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Jason Langford , Staff Attorney, at 202-551-3193 or, in his absence , me at 202-551-3642 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen
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Mail Stop 4628 March 2 8, 2017 Sean Folkson President and Chief Executive Officer NightFood Holdings, Inc. 500 White Plains Road, Suite 520 Tarrytown, NY 10591 Re: NightFood Holdings, Inc. Registration Statement on Form S -1 Filed March 15, 2017 File No. 333-216709 Dear Mr. Folkson : We have limited our review of your registration statement to those issues w e have addressed in our comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. General 1. We note that your registration statement relates to the resale of common stock issuable under an equity purchase agreement that was entered into with Black Forest Capital , LLC . However, i t appears that your common stock is quo ted on the OTC Pink marketplace. We believe that the resale offering of shares to be issued un der an equity line transaction is not available where there is not an active public market for the shares . It is the staff’s position that stock quotations on the OTC Pink marketplace do not constitute a sufficient public market. We further note your ris k factor disclosures on page 7 regarding the lack of liquidity of your shares on the OTC Pink marketplace. As you cannot register the transaction in its current form, please withdraw this registration statement. You may refile at a later time the resale of the equity line securities after each put. For guidance, please refer to the Division’ s Compliance and Disclosure Interpretations, Securities Act Sections, Question 139.13 , which you may find on our Sean Folkson NightFood Holdings, Inc. March 2 8, 2017 Page 2 website at , http://www.sec.gov/divisions/corpfin/guid ance/sasinterp.htm . For additional guidance on equity line transactions, please refer to the Division’ s Compliance and Disclosure Interpretations, Securiti es Act Sections, Question s 139.1 2, 139.14 – 139.22. Closing Comments We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jason Langford , Staff Attorney, at 202-551-3193 or, in his absence , me at 202-551-3642 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen Loan Lauren P. Nguyen Legal Branch Chief Office of Natural Resources cc: Frank J. Hariton, Esq.