Attached files

file filename
EX-10.1 - DEBT CONVERSION AGREEMENT - NightCulture, Inc.nght_ex101.htm

 

 

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): May 27, 2015

 

NIGHTCULTURE, INC.

(Exact name of registrant as specified in Charter)

 

Nevada

 

0-49648

 

73-1554122

(State or other jurisdiction
of incorporation or organization)

 

(Commission
File No.)

 

(IRS Employer
Identification No.)

  

6400 Richmond Avenue 

Houston, Texas 77057 

(Address of Principal Executive Offices)(Zip Code)

 

832-535-9070

(Issuer Telephone number)

 

____________________________________________

(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 obligations 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 1.01 Entry into a Material Definitive Agreement

 

On May 27, 2015, NightCulture, Inc. (the “Company”) entered into a Debt Conversion Agreement (the “Debt Conversion Agreement”) with its principal shareholders and directors, Michael Long and Surain Adyanthaya.

 

Pursuant to the terms of the Debt Conversion Agreement, each of Mr. Long and Mr. Adyanthaya agreed to convert existing loans to the Company and accrued unpaid salary from the Company into shares of common stock at a price equal to the volume weighted average price of the Company’s common stock over the preceding thirty trading days.

 

The Company, pursuant to the Debt Conversion Agreement, issued 16,427,403 shares of common stock to Mr. Long and 17,613,656 shares of common stock to Mr. Adyanthaya in exchange for the release and discharge of $159,000.00 of accrued and unpaid salary and $24,559.80 of loans owed to Mr. Long and $174,315.00 of accrued and unpaid salary and $22,500.00 of loans owed to Mr. Adyanthaya.

 

The common stock issued to Messrs. Long and Adyanthaya was issued in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. The securities were offered solely to accredited investors without public solicitation and without the payment of any commissions and the securities issued are subject to resale restrictions including the placement of restrictive legends on the certificates evidencing the shares issued.

 

Item 3.02 Unregistered Sale of Equity Securities

 

The information relating to the Debt Conversion Agreement included in Item 1.01 of this Form 8-K is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.:

 

Description:

     

10.1

 

Debt Conversion Agreement, dated May 27, 2015

 

 
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.

 

  NIGHTCULTURE, INC.  
       
Dated: May 27, 2015 By: /s/ Michael Long  
    Michael Long  
    President  

 

 

3