Welcome to our dedicated page for Nightfood Hldgs SEC filings (Ticker: NGTF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nightfood Holdings, Inc.'s filings document an operating company built around TechForce Robotics, Robotics-as-a-Service, hotel operations, and foodservice packaging distribution. Current reports describe agreements involving TechForce Robotics, NUWA Robotics, Hon Hai Precision Industry, and Oncotelic Therapeutics for robotic system development, manufacturing, licensing, supply, and commercialization, including AI-enabled systems for hospitality and Good Manufacturing Practice-compliant pharmaceutical manufacturing environments.
Regulatory filings also cover registration statements, quarterly reporting, late-filing notices, secured convertible debt financing, common stock issuance, warrants, guarantees, pledge and security agreements, and acquired intellectual property for Beer Bot and BIM-E. These disclosures record the company's operating segments, capital structure, subsidiary relationships, material contracts, and governance-related obligations.
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.
Nightfood Holdings, Inc., doing business as TechForce Robotics, entered a Joint Development, Manufacturing and Licensing Agreement with Oncotelic Therapeutics to co-develop AI-enabled, GMP-compliant robotic systems for pharmaceutical and related manufacturing environments.
Through TechForce and Oncotelic’s combined robotics, automation and AI-pharmaceutical expertise, the collaboration will cover the full product lifecycle from design through commercial deployment. The parties will share development funding under written statements of work and make milestone payments once jointly verified milestones are achieved.
The agreement allocates intellectual property so that AI-related foreground IP, including improvements to Oncotelic’s PDAOAI platform, is owned by Oncotelic, TechForce owns robotic hardware it develops, jointly created IP is jointly owned and all product data is owned by Nightfood. A separate commercialization and licensing agreement will define revenue sharing, royalties and RaaS terms before the first commercial sale. The agreement runs for an initial one-year term and automatically renews for successive five-year periods unless terminated.
Nightfood Holdings, Inc. entered into a Securities Purchase Agreement with Mast Hill Fund, L.P. under which it issued a senior secured promissory note with an aggregate principal amount of $1,176,470.58. The note was sold at a 15% original issue discount, providing the company with $1,000,000 in net proceeds before transaction expenses.
The note matures in twelve months and bears interest at 15% per year, with additional interest provisions. It is convertible at any time into common stock at a price equal to the lesser of $0.033 per share or the defined Market Price, subject to standard anti-dilution adjustments. Existing security, pledge, and guarantee agreements were amended to include this new note, and the securities were issued in a private placement under Section 4(a)(2) and Rule 506(b).
NightFood Holdings, Inc. President and director Floco Ried Jordan reported a series of indirect open-market purchases of the company’s common stock made by his spouse. Across four transactions between March 9 and March 13, 2026, the spouse bought a total of 200,000 shares at prices around $0.0375 per share, reported as indirect ownership "By Spouse." A related footnote states that Jordan disclaims beneficial ownership of these securities except to the extent of his pecuniary interest. After these transactions, the filing shows 387,521 shares held indirectly by the spouse and a separate direct holding entry of 585,000 shares as of March 9, 2026.
Nightfood Holdings is registering up to 150,000,000 shares of common stock for resale by a single selling stockholder under an equity purchase agreement and a related warrant. The company will not receive proceeds from these resale transactions.
Nightfood, now doing business as TechForce Robotics, has 222,367,889 common shares outstanding as of this offering and operates a vertically integrated automation platform spanning service robots, AI-enabled hospitality solutions, custom foodservice packaging, and two recently acquired hotels in California. Recent transactions include a $25 million equity line, issuance of 6,000,000 warrant shares at $0.10, and senior secured promissory notes of $2.27 million and $1.175 million with 15% original issue discounts and 15% interest, both convertible at the lesser of $0.033 per share or market price. The company increased its authorized common stock from 200,000,000 to 900,000,000 shares and expanded its Series C preferred designation to 800,000 shares. Its CEO, Jimmy Chan, controls all Series A preferred stock, effectively giving him majority voting control, while auditors have previously highlighted substantial doubt about the company’s ability to continue as a going concern.
Nightfood Holdings, Inc., doing business as TechForce Robotics, filed a Form 8-K to share a press release about its Form 10-Q for the period ended December 31, 2025. The company describes this as a transformational period in which it put core infrastructure in place to support long-term revenue growth and scalable deployment of its AI-driven service robots in hospitality settings.
Management highlights platform buildout, initial revenue across three segments, and strategic expansion through acquisitions that vertically integrate hotel operations with its Robotics-as-a-Service model. The company’s focus now turns to disciplined execution, technology enhancement, and further growth in hospitality and related industries.
Nightfood Holdings (DBA TechForce Robotics) reported its first meaningful operating revenue but remains deeply unprofitable and cash-constrained. For the three months ended December 31, 2025, revenue was $2,211,029 with a net loss of $4,288,320. For the six months, revenue reached $2,972,056 and the net loss was $7,983,855, significantly larger than the prior year.
Total assets jumped to $129,618,033 at December 31, 2025, driven by acquisitions of SWC Group (foodservice packaging) and two California hotels, adding goodwill of $95,686,177 and property and equipment of $24,115,897. The company now operates three segments: Foodservice Packaging Distribution, Robotics‑as‑a‑Service, and Hotel Operations, while its legacy snack and beverage line is fully discontinued.
Despite growth in scale, leverage and liquidity are major concerns. Total liabilities were $43,244,437, including mortgage notes of $19,391,473 (current and long‑term), convertible debt, and derivative liabilities of $3,190,262. Cash was only $347,338 with a working capital deficit of $20,103,065 and an accumulated deficit of $54,737,699. Management states there is substantial doubt about the company’s ability to continue as a going concern without additional financing.