NightFood Holdings, Inc. (NGTF) SEC Filings

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.

Nightfood Holdings, Inc. entered a non-binding Letter of Intent to acquire 51% of Jiun Jiang Enterprise Co., Ltd. in an all-stock share exchange. JJ Enterprise, a Taiwan-based semiconductor automation and advanced manufacturing company, would become a majority-owned operating subsidiary if the transaction closes.

Under the LOI, initial consideration is based on JJ Enterprise achieving an approximately $20 million annual revenue run rate, implying about $100 million in enterprise value and a 51% equity value of about $51 million, all payable in Nightfood common stock. Additional stock-based earnouts would be tied to higher audited revenue milestones, with implied enterprise values ranging from approximately $250 million at $50 million in audited annual revenue up to approximately $1.2 billion at $400 million.

The structure relies on audited U.S. GAAP financials reviewed by a PCAOB-registered accounting firm, and closing is conditioned on due diligence, definitive agreements, required approvals, completion of PCAOB-compliant audits, and Nightfood’s successful uplisting to a U.S. national securities exchange. The company also discloses management objectives for the combined platform to generate approximately $770 million in cumulative revenue over the first five years after closing while targeting EBITDA margins above 25%, but emphasizes there is no assurance the transaction will be completed or that these objectives will be achieved.

Nightfood Holdings, doing business as TechForce Robotics, has entered into a strategic Supply Agreement with Taiwan-based Jiun Jiang Enterprise to manufacture and co-develop high-precision robotic systems. TechForce will define product requirements, while Jiun Jiang provides semiconductor-grade manufacturing, engineering support, and testing under TechForce’s specifications and quality standards.

TechForce will own the finished products and related intellectual property, aside from Jiun Jiang’s pre-existing rights. Each party grants the other limited, fully paid-up licenses needed to design, manufacture, distribute, and use the robotic systems. The Agreement runs for an initial three-year term with automatic one-year renewals and supports TechForce’s expansion into AI-enhanced automation across semiconductor, AI infrastructure, pharmaceutical, and laboratory markets. The company also issued a press release describing the alliance, furnished under a Regulation FD disclosure.

Nightfood Holdings, Inc. (DBA TechForce Robotics) reported sharply higher revenue but continued heavy losses for the nine months ended March 31, 2026. Revenue from continuing operations rose to $5.7 million from $1.7 thousand a year earlier as the company scaled foodservice packaging, Robotics‑as‑a‑Service, and newly acquired hotel operations.

The company posted a net loss of $13.4 million for the nine months and $5.4 million for the quarter. Cash was $732,691 with a working capital deficit of $23.5 million and an accumulated deficit of $60.2 million, and management disclosed substantial doubt about its ability to continue as a going concern without new financing.

Total assets grew to $129.0 million, driven by hotel acquisitions and related goodwill of $95.7 million and intangible assets of $6.1 million. The company also completed an asset acquisition of BIM‑E robotics IP, expensing roughly $253,400 as research and development. Operating cash outflows were $5.2 million over nine months, partially offset by $4.6 million of net financing inflows.

NIGHTFOOD HOLDINGS, INC. notified the SEC it could not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company stated it was unable, without unreasonable effort or expense, to compile all required disclosures and expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notice is signed by CEO Jimmy Chan and dated May 15, 2026.

Nightfood Holdings, Inc., operating as TechForce Robotics, entered into a strategic Supply Agreement with NUWA Robotics and Hon Hai Precision Industry (Foxconn) on April 11, 2026. The deal moves TechForce from pilot programs toward large-scale commercial deployment of its robotic systems.

Under the agreement, TechForce defines commercial requirements and product vision, NUWA handles engineering development and system integration, and Foxconn manufactures, tests and delivers the robots. TechForce retains exclusive ownership of product-related intellectual property, while each party keeps its pre-existing IP and grants limited licenses needed to design, build and use the products.

The Agreement runs for an initial two-year term with automatic one-year renewals and requires the purchaser to advance 100% of required payments before Foxconn buys materials and begins production. A press release on April 16, 2026 highlighted that pilots have been completed, unit economics refined, and market demand is increasing as TechForce prepares to scale commercial deployment.