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UNITED
STATES
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): June 9, 2026
NIGHTFOOD
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-55406 |
|
46-3885019 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
13501
South Main Street
Los
Angeles, CA 90016
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (866) 291-7778
(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 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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
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 |
Item
1.01 Entry into Material Definitive Agreement.
On
June 9, 2026, TechForce Robotics, Inc. (“TechForce”), a wholly-owned subsidiary of Nightfood Holdings, Inc. (the “Company”),
entered into a Supply Agreement (the “Agreement”) with Jiun Jiang Enterprise Co., Ltd. (the “Supplier”).
The Agreement provides for a strategic manufacturing and technology development framework between the TechForce and the Supplier. Pursuant
to the Agreement, TechForce will define the commercial requirements of the robotic systems (“Product”) to the Supplier and
place purchase orders for manufacturing the Product. The Supplier will subsequently provide high-precision manufacturing capabilities,
engineering and technical support, semiconductor-industry manufacturing expertise, process engineering assistance, and will manufacture,
assemble, and test the Products in accordance with the approved specifications and quality standards.
The
Supplier will manufacture, test, pack and deliver the Product in accordance with the approved specifications and quality standards provided
by TechForce. The title to the finished Product and all related intellectual property (except with respect to pre-existing intellectual
property owned by the Supplier), will be owned exclusively by TechForce. The Parties have agreed to cooperate in good faith to support
product development, production planning and commercialization of the robotic systems.
Additionally,
each party will retain all rights, title and interest to its Pre-existing IPRs (as defined in the Agreement) and acquire no rights to
the other party’s Pre-Existing IPRs other than the limited rights specifically granted under the Agreement. TechForce has granted
the Supplier a worldwide, non-exclusive, non-transferable, and fully paid-up license under the Purchaser and its Affiliates Pre-Existing
IPR and Newly Developed IPR, and their IPR relating to logo, trade name, design or trademark identified by TechForce to be attached to
or affixed on the Product or relevant manual, that are necessary for the design and manufacturing of the Product, solely to perform Supplier’s
obligations under the Agreement. Supplier has granted to TechForce, its Affiliates, and and their respective customers, distributors,
retailers and end users a worldwide, non-exclusive, irrevocable, perpetual, and fully paid-up license under Suppliers’ IPR, including
without limitations to its Pre-Existing IPR, solely pertaining to the distribution, sale and normal agreed commercial use (including
repair) of the Product which Supplier has manufactured and sold to Purchaser.
Supplier
will not use, disclose, reproduce, reverse engineer, modify, adapt, sublicense, or otherwise exploit any of TechForce’s’
Intellectual Property, Confidential Information, or any technology, know-how provided by the TechForce, for any purpose other than fulfilling
its obligations to TechForce under this Agreement.
The
Agreement will be in effect for an initial term of three years and will automatically renew for successive one-year terms unless terminated
in accordance with the terms of the Agreement.
The
Agreement contains customary representations, warranties by the Parties, customary conditions to closing, indemnification obligations
of the Parties, other obligations of the Parties and termination provisions. The representations, warranties and covenants contained
in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the Parties to
the Agreement, and may be subject to limitations agreed upon by the contracting Parties, including being qualified by confidential disclosures
exchanged between the Parties in connection with the execution of the Agreement.
Capitalized
terms used but not otherwise defined in Item 1.01 of this Form 8-K have the respective meanings ascribed thereto by the Supply Agreement.
The
Agreement is being filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith
as Exhibits 10.1.
7.01
Regulation FD Disclosure.
On
June 11, 2026, the Company issued a press release announcing the execution of the Supply Agreement.
A
copy of the press release is furnished herewith as Exhibit 99.1.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No |
|
Description |
| 10.1 |
|
Supply Agreement dated June 9, 2026, between TechForce Robotics, Inc., and Jiun Jiang Enterprise Co., Ltd. |
| 99.1 |
|
Press Release dated June 11, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date:
June 11, 2026
| NIGHTFOOD
HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
JIMMY CHAN |
|
| Name:
|
Jimmy
Chan |
|
| Title: |
Chief
Executive Officer |
|
Exhibit
99.1
TechForce
Robotics Forms Strategic Alliance with Jiun Jiang ‘JJ Enterprise’ to Advance AI Infrastructure, Semiconductor
Automation, and Pharmaceutical Robotics
Partnership
establishes foundation for expansion into AI infrastructure, advanced semiconductor packaging, precision automation,
and next-generation manufacturing markets
LOS
ANGELES — June 11, 2026 — via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF) (“Nightfood Holdings”
or the “Company”), doing business as TechForce Robotics, today announced that it has entered into a strategic supply and
development agreement with Taiwan-based Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”), a precision
engineering and advanced manufacturing company serving the semiconductor, advanced packaging, electronics, automation, and specialty
materials industries.
“This agreement represents an
important step in our long-term strategy to build TechForce Robotics into an AI-enhanced automation platform,” said Jimmy Chan,
Chief Executive Officer of Nightfood Holdings. “The same technologies driving growth in artificial intelligence infrastructure
and advanced semiconductor manufacturing are creating demand for intelligent automation, precision engineering, machine vision, and high-performance
robotic systems.”
Management
believes the agreement represents a strategic milestone in the planned evolution of TechForce Robotics from a service robotics
platform into a broader AI-enhanced automation company capable of addressing opportunities across pharmaceutical automation, intelligent
manufacturing, laboratory automation, semiconductor-related automation, and AI infrastructure support technologies.
The
partnership provides TechForce Robotics with access to JJ Enterprise’s decades of expertise in semiconductor-grade manufacturing,
precision engineering, industrial automation, advanced materials processing, and high-performance production systems. These capabilities
are expected to strengthen the Company’s ability to accelerate development, improve scalability, and support commercialization
of increasingly sophisticated automation solutions across multiple high-growth markets.
Positioned
at the Intersection of AI Infrastructure, Semiconductor Manufacturing, and Intelligent Automation
Global
investment in artificial intelligence infrastructure, advanced semiconductor packaging, hyperscale data centers, and high-performance
computing continues to accelerate at unprecedented levels. As chip manufacturers and technology companies invest billions of dollars
to expand AI computing capacity, demand is growing rapidly for advanced automation systems, precision manufacturing technologies, intelligent
robotics, and next-generation production solutions.
JJ
Enterprise operates within key segments
of this ecosystem, providing equipment and manufacturing technologies supporting advanced semiconductor packaging, thermal interface
material (TIM) manufacturing, gallium-based liquid metal processing, semiconductor materials production, and precision industrial automation.
Management
believes the partnership provides TechForce Robotics with a strategic pathway to participate in some of the fastest-growing segments
of the global technology economy while leveraging engineering disciplines developed within highly demanding semiconductor manufacturing
environments.
Supporting
Future Pharmaceutical and Laboratory Automation
Initiatives
In
addition to supporting opportunities within semiconductor manufacturing, AI infrastructure, advanced packaging, and precision industrial
automation, the collaboration is expected to
contribute to the Company’s ongoing development of pharmaceutical and laboratory automation solutions.
Many of the core engineering disciplines utilized in advanced semiconductor
manufacturing, including precision motion control, machine vision, automated materials handling, contamination control, process consistency,
and high-reliability automation, are directly transferable to pharmaceutical production and laboratory environments where accuracy, repeatability,
and regulatory compliance are critical.
By leveraging JJ Enterprise’s
expertise in precision manufacturing and industrial automation, TechForce Robotics expects to accelerate the development and
commercialization of next-generation automation platforms serving pharmaceutical, biotechnology, laboratory, and other regulated
industries. Management believes the relationship will strengthen the Company’s engineering capabilities, enhance manufacturing
scalability, and support future expansion into mission-critical automation applications beyond its initial semiconductor and AI
infrastructure initiatives.
Building
the Future of AI-Enhanced Automation
Beyond
pharmaceutical automation, the parties intend to explore opportunities involving:
| ● |
AI-enhanced industrial robotics |
| |
|
| ● |
Intelligent manufacturing systems |
| |
|
| ● |
Laboratory automation platforms |
| |
|
| ● |
Semiconductor and electronics automation |
| |
|
| ● |
Smart factory and Industry 4.0 applications |
| |
|
| ● |
Advanced materials handling systems |
| |
|
| ● |
Data center and AI infrastructure support technologies |
| |
|
| ● |
High-precision process automation solutions |
The
agreement also establishes a framework for future engineering collaboration, prototype development, manufacturing support, and commercialization
initiatives designed to accelerate innovation and reduce product development cycles.
About
Jiun Jiang Enterprise Co., Ltd. (JJ Enterprise)
Jiun
Jiang Enterprise Co., Ltd. (JJ Enterprise) is a Taiwan-based engineering and manufacturing company specializing in
the design, development, and production of precision industrial equipment, automation systems, and advanced process technologies serving
the semiconductor, advanced packaging, electronics, and specialty materials industries.
For
decades, JJ Enterprise has partnered with leading manufacturers across a diverse range of industries, including the semiconductor
and electronics supply chain, delivering customized production equipment, automation solutions, and process optimization technologies
that enhance manufacturing efficiency, product quality, and operational performance. The Company’s expertise encompasses advanced
semiconductor packaging, thermal interface material (TIM) manufacturing, gallium-based liquid metal processing, semiconductor materials
production, precision automation, advanced materials processing, and industrial manufacturing systems.
JJ
Enterprise’s equipment and process technologies
support critical applications throughout the rapidly growing artificial intelligence, high-performance computing, and advanced semiconductor
ecosystems, including CoWoS and advanced packaging technologies, AI infrastructure manufacturing, next-generation thermal management
solutions, and advanced materials processing.
As
demand for artificial intelligence, cloud computing, high-performance computing, and advanced semiconductor packaging continues to accelerate,
JJ Enterprise is strategically positioned within the global semiconductor supply chain. The Company’s technologies support
the manufacturing processes and production capabilities utilized by customers and industry participants serving some of the world’s
leading semiconductor, electronics, and technology companies.
For
more information about Jiun Jiang Enterprise Co., Ltd., please visit https://jianjiang.com.tw/EN/
About
Nightfood Holdings, Inc. (OTCQB: NGTF) dba TechForce Robotics
Nightfood
Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics, is an AI-enhanced robotics and automation company focused on the
development, integration, deployment, and commercialization of intelligent automation solutions across multiple industries. Through its
TechForce Robotics platform, the Company develops and deploys autonomous robotic systems designed to improve operational efficiency,
workflow consistency, labor optimization, and scalability across hospitality, foodservice, commercial, laboratory, pharmaceutical, and
emerging enterprise automation environments.
The
Company operates through a vertically integrated business model that combines proprietary robotics technology, AI-enhanced software,
real-world operating environments, strategic manufacturing partnerships, and scalable deployment infrastructure. By integrating advanced
robotics, machine vision, intelligent automation, and data-driven operational insights, TechForce Robotics seeks to address growing labor
challenges and productivity demands across a wide range of industries.
Nightfood
Holdings delivers its solutions through a Robotics-as-a-Service (RaaS) model, providing customers with flexible, scalable automation
solutions while generating recurring revenue opportunities. As the Company expands into pharmaceutical automation, laboratory automation,
industrial automation, and other high-precision applications, it continues to leverage strategic partnerships and advanced engineering
capabilities to accelerate innovation and commercialization across multiple high-growth markets.
For
more information, visit www.nightfoodholdings.com or www.techforcerobotics.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” and “forward-looking information.” This information and these
statements, which can be identified by the fact that they do not relate strictly to historical or current facts, are made as of the date
of this press release. The forward-looking statements herein relate to predictions, expectations, beliefs, plans, projections, objectives,
assumptions, or future events or performance and are often identified by words or phrases such as “expects,” “anticipates,”
“plans,” “projects,” “estimates,” “intends,” “believes,” “may,”
“could,” “would,” “will,” or similar expressions.
Forward-looking statements in this release include, without limitation, statements regarding the expected deployment, operation, performance,
development, commercialization, and future applications of LIM-E and related robotic systems, as well as the anticipated benefits of
the Company’s collaboration with Oncotelic Therapeutics.
All forward-looking statements are based on current beliefs, assumptions, and information available to the Company’s management
as of the date of this press release. By their nature, forward-looking statements involve inherent risks and uncertainties, including,
without limitation, technical development risks, deployment timing, manufacturing constraints, integration challenges, customer adoption,
operational performance, regulatory and safety considerations, and other factors that could cause actual results to differ materially
from those expressed or implied in such statements.
Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by law.
Investor
Relations & Media Relations & Corporate Communications Contacts
Investor Relations
ir@nightfoodholdings.com
Media Relations
media@nightfoodholdings.com
Corporate Communications
Editor@InvestorBrandNetwork.com
IBN | Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000