Nightfood (NGTF) raises via $2.27M secured convertible note

Rhea-AI Filing Summary

Nightfood Holdings (NGTF) entered a financing agreement, issuing a senior secured promissory note with a principal amount of $2,270,000 to Mast Hill Fund, L.P. The note carries a 15% original issue discount, resulting in $1,929,500 in net proceeds to the company after transaction-related withholdings. It bears 15% annual interest and matures in 12 months.

The note is convertible at any time at the lesser of $0.033 per share or the defined Market Price, with customary adjustments for corporate actions. To secure the obligation, Nightfood amended its existing Security Agreement, Pledge Agreement, and Guarantee to incorporate the new note and related collateral arrangements.

Insights

Capital structure analyst

Short-term secured funding with variable-price conversion introduces dilution risk.

Nightfood raised liquidity via a senior secured note of $2,270,000 principal, issued at a 15% original issue discount for $1,929,500 net proceeds. The instrument bears 15% interest and matures in 12 months, indicating near-term refinancing or repayment needs.

The note is convertible at the lesser of $0.033 per share or the defined Market Price, which can lead to more shares being issued if the stock price declines. Amendments to the Security, Pledge, and Guarantee agreements extend collateral support across affiliated entities, consistent with a senior secured structure.

Actual impact depends on holder conversion decisions and future pricing. Subsequent filings may provide details on any conversions or repayments tied to this note.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 8, 2025

NIGHTFOOD HOLDINGS, INC.

(Exact name of the registrant as specified in its charter)

Nevada		000-55406		46-3885019
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13501 South Main Street

Los Angeles, CA 90016

(Address of principle executive offices) (Zip code)

Registrant’s telephone number, including area code: (866) 291-7778

Not Applicable

(Former name or address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Not applicable		Not applicable		Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 8, 2025, Nightfood Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (the “Investor”), pursuant to which the Company issued a senior secured promissory note in the aggregate principal amount of $2,270,000.00 (the “Note”), at an original issue discount of fifteen percent (15%), resulting in net proceeds to the Company of $1,929,500.00, with certain amounts withheld for transaction-related expenses.

In connection with the SPA, the Company also entered into amendments to that certain Security Agreement, dated June 1, 2023, by and between the Company, Nightfood, Inc., MJ Munchies, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc., and the Investor, as amended (the “Security Agreement”), that certain Pledge Agreement, dated June 1, 2023, by and between the Company, Mr. Lei Sonny Wang, and the Investor, as amended (the “Pledge Agreement”), and that certain Guarantee, dated June 1, 2023, by and between Nightfood, Inc., MJ Munchies, Inc., the Company, Future Hospitality Ventures Holdings Inc., SWC Group, Inc., and the Investor, as amended (the “Guarantee”) to, respectively, incorporate the Note under the Security Agreement, Pledge Agreement and Guarantee.

The Note matures twelve (12) months from the issue date and bears interest at a rate of fifteen (15%) per annum, with additional interest provisions. The Note is convertible at any time on or after the Issue Date (as defined in the Note) into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser (i) of $0.033 per share or (ii) the Market Price (as defined in the Note), subject to adjustments for stock splits, dividends, and similar corporate actions.

The SPA, Note, and the amendments to the Security Agreement, Pledge Agreement, and Guarantee are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed herewith as Exhibits 10.1 through 10.5.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1*		Securities Purchase Agreement, dated October 8, 2025, by and between Nightfood Holdings, Inc. and Mast Hill Fund, L.P.
10.2*		Senior Secured Promissory Note, dated October 8, 2025, issued by Nightfood Holdings, Inc. in favor of Mast Hill Fund, L.P.
10.3*		Tenth Amendment to Security Agreement, dated October 8, 2025, by and among Nightfood Holdings, Inc., Nightfood, Inc., MJ Munchies, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc., TechForce Robotics, Inc., Victorville Treasure Holdings, LLC, Treasure Mountain Holdings, LLC and Mast Hill Fund, L.P.
10.4*		Tenth Amendment to Pledge Agreement, dated October 8, 2025, by and among Nightfood Holdings, Inc., Jimmy Chan, and Mast Hill Fund, L.P.
10.5*		Tenth Amendment to Guarantee Agreement, dated October 8, 2025, by and among Nightfood Holdings, Inc., Nightfood, Inc., MJ Munchies, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc., TechForce Robotics, Inc., Victorville Treasure Holdings, LLC, Treasure Mountain Holdings, LLC and Mast Hill Fund, L.P.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).
*		The schedules and exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

Date: October 21, 2025

NIGHTFOOD HOLDINGS, INC.
By:	/s/ JIMMY CHAN
Name:	Jimmy Chan
Title:	Chief Executive Officer

FAQ

What financing did Nightfood Holdings (NGTF) announce?

The company issued a senior secured promissory note with a principal amount of $2,270,000 to Mast Hill Fund, L.P.

How much cash did NGTF receive from the note?

After a 15% original issue discount and expenses, Nightfood received $1,929,500 in net proceeds.

What are the note’s interest rate and maturity?

The note bears 15% per annum interest and matures 12 months from the issue date.

Is the NGTF note convertible, and at what price?

Yes. It is convertible at any time at the lesser of $0.033 per share or the defined Market Price, subject to adjustments.

What agreements were amended in connection with this financing?

Nightfood amended its Security Agreement, Pledge Agreement, and Guarantee to incorporate the new note.

Who is the investor in this transaction?

The investor is Mast Hill Fund, L.P.