NightFood Holdings, Inc. acquired specified worldwide technology and intellectual property rights from Jun Long Machine Industrial Co., Ltd. for designated automated optical inspection (AOI) machines used in CoWoS advanced semiconductor packaging. The assets exclude other wafer-sorting technology, unscheduled software, background and independently developed technology; NightFood intends to license them exclusively to its wholly owned subsidiary, TechForce Advanced Manufacturing Inc. (TAMI).
At closing on October 19, 2026, NightFood issued 150,000 Series C Convertible Preferred Stock shares, fully earned and not subject to vesting, and agreed to issue up to 50,000 more: 25,000 when cumulative Qualifying Revenue first equals or exceeds $10,000,000 and another 25,000 when it first equals or exceeds $20,000,000. After the 1-for-150 reverse split effective October 20, 2026, the Closing Shares are convertible into 6,000,000 common shares and fully earned Contingent Shares into an additional 2,000,000. Management targets initial shipments in late November or early December 2026, subject to production readiness, customer requirements and regulatory compliance. Potential monthly sales of approximately $1.5 million to $2.25 million assume approximately 10 to 15 units sold and delivered at an estimated average price of approximately $150,000; these are operating targets, not confirmed orders or guaranteed revenue.
NightFood Holdings, Inc. (NGTF) entered into a Global Lockup Agreement with note holders Mast Hill Fund, L.P. and Pacific Pier Capital, LLC, effective October 20, 2026. The holders agreed not to convert the company’s previously issued convertible promissory notes or exercise related common stock purchase warrants from October 20, 2026, through January 17, 2027.
During that period, NightFood may, at its sole discretion, send irrevocable written notice permitting a holder to voluntarily convert notes or exercise warrants. A holder is not required to proceed after receiving notice.
NightFood Holdings, Inc. effected a 1-for-150 reverse stock split on October 20, 2026, combining every 150 issued and outstanding common shares into one. Issued and outstanding common shares went from approximately 543,899,213 immediately before the split to approximately 3,625,995 immediately after. Fractional shares were rounded up to the next whole share, and the authorized common share count did not change.
The common stock began trading on a split-adjusted basis on the OTC Pink market on October 20, 2026, under temporary symbol NGTFD for 20 trading days, after which its symbol will change to NGTF. The company has submitted an application to list on the Nasdaq Capital Market. The application remains subject to Nasdaq review and applicable listing requirements; the reverse split alone does not ensure qualification.
NightFood Holdings, Inc. (NGTF) reported fiscal 2026 revenue of $8,127,029, versus $482,285 in fiscal 2025, and net loss of $84,654,946, versus $8,115,878. The loss included $63,886,000 of goodwill impairment related to the Victorville, Rancho Mirage and SWC reporting units. Net cash used in operating activities was $8,051,852; cash was $865,889 at June 30, 2026.
The independent auditor stated that accumulated losses raise substantial doubt about the company’s ability to continue as a going concern. At June 30, 2026, accumulated deficit was $131,408,790 and working capital deficit was $29,761,991; the company said revenue to date had not been sufficient to fund ongoing operations. Separately, as of October 12, 2026, NightFood was negotiating a specified technology and intellectual-property acquisition from JUN LONG, but the definitive agreement had not been finalized or executed and the transaction had not closed. Subject to execution of definitive agreements, satisfaction of applicable closing and regulatory requirements, establishment of manufacturing capacity, availability of funding and customer demand, NightFood targets production and initial revenue during the fourth quarter of calendar 2026 through TAMI.
NightFood Holdings, Inc. (NGTF) notified investors that it could not timely compile all disclosures required for its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, without unreasonable effort or expense. The company expects to file the report no later than the fifteenth calendar day following the prescribed filing date. Chief Executive Officer Jimmy Chan signed the notification.
NightFood Holdings, Inc. (NGTF) director Ronald J. Stauber reported two transactions. He purchased 5,000 shares of common stock at $0.028 per share on May 15, 2026, resulting in 5,000 shares held directly. He also received a grant of 1,000,000 nonqualified stock options with an exercise price of $0.033 per share, each option for one share of common stock. The option vests in four equal tranches of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, subject to his continued board service, and any unvested portion vests in full immediately before a Change in Control transaction, subject to its closing.
NightFood Holdings, Inc. (NGTF) director Ronald J. Stauber reported his equity holdings, including a nonqualified stock option for 1,000,000 shares of common stock with an exercise price of $0.033 per share, expiring on August 7, 2031. The option vests in four equal installments of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, subject to his continued service as a director, and any unvested portion vests in full immediately before the closing of a Change in Control transaction if consummated. Stauber also holds 5,000 shares of common stock directly.
Nightfood Holdings, Inc. reported governance and leadership changes linked to its ongoing application to list on Nasdaq, while noting there is no assurance the listing will be achieved. Two directors, Lei Sonny Wang and Thomas Morse, resigned from the board effective August 7, 2026; Wang remains Chief Revenue Officer. The board appointed Darren Kenney and Ronald J. Stauber as new directors and entered into director service and option agreements with them and existing director Christopher Dieterich. Each of Kenney, Stauber, and Dieterich receives a $1,500 quarterly cash retainer and a standalone nonqualified stock option for 1,000,000 shares at an exercise price of $0.033 per share, vesting quarterly over one year with a five-year term and change-in-control acceleration. The company also settled past-due director compensation by issuing 1,500,000 fully vested shares of common stock to Dieterich under a private offering exemption. Effective August 10, 2026, Yury Pyatigorsky was appointed Chief Financial Officer with a base salary of $5,000 per month, increasing to $10,000 per month upon listing on a national securities exchange, while Jimmy Chan remains Chief Executive Officer and Secretary. The board formed Audit, Compensation, and Nominating/Corporate Governance/Compliance committees and adopted written charters to formalize its governance structure.
NightFood Holdings, Inc. obtained written consent from the holder of 1,000 shares of Series A Super Voting Preferred Stock, which represents a majority of the company’s voting power, to approve a corporate action without holding a stockholder meeting. The action authorizes the Board of Directors, at its discretion, to implement a reverse stock split of the company’s common stock in a ratio ranging from 1‑for‑150 to 1‑for‑250 at any time up to July 21, 2027, primarily in connection with a potential national exchange listing. The reverse split would reduce outstanding common shares while leaving the 900,000,000 authorized common shares unchanged, round up any fractional shares to the nearest whole share, and not change proportional ownership except for rounding. As of the July 22, 2026 record date, there were 516,995,612 common shares and 1,000 Series A Preferred shares outstanding.
NightFood Holdings, Inc. obtained written consent from the holder of all 1,000 shares of its Series A Super Voting Preferred Stock, which represents a majority of voting power, to authorize the Board to implement a reverse stock split of the common stock. The split ratio may be set by the Board between 1-for-150 and 1-for-250 at any time up to July 21, 2027, primarily in connection with a potential listing on a national stock exchange.
If implemented, the reverse split would reduce the number of issued and outstanding common shares, while authorized common shares would remain 900,000,000. Fractional interests would be rounded up to the nearest whole share, so no cash will be paid for fractional shares. Percentage ownership and voting power for stockholders are expected to remain generally proportionate, except for rounding effects, but the transaction would significantly increase the number of authorized but unissued shares available for future financing or other corporate purposes, which could be dilutive and may have potential anti-takeover effects. As of the July 22, 2026 record date, there were 516,995,612 common shares and 1,000 Series A Preferred shares outstanding, with the Series A holder maintaining majority voting control.