Nightfood (OTCQB: NGTF) inks AI pharma robotics pact with Oncotelic
Rhea-AI Filing Summary
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.
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8-K Event Classification
Key Figures
Key Terms
Joint Development, Manufacturing and Licensing Agreement financial
Good Manufacturing Practice (GMP)-compliant technical
Background IP financial
Robotics-as-a-Service (RaaS) financial
forward-looking statements regulatory
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Item 1.01 Entry into Material Definitive Agreement.
On March 31, 2026, Nightfood Holdings, Inc. (the “Company”), wholly owned subsidiary, TechForce Robotics, Inc. (“TechForce”), entered into a Joint Development, Manufacturing and Licensing Agreement (the “Agreement”) with Oncotelic Therapeutics, Inc., (“Oncotelic”). Pursuant to the Agreement, TechForce and Oncotelic, using Oncotelic’s AI platform and pharmaceutical expertise with TechForce’s robotics, hardware and AI capabilities, will collaborate to jointly develop, manufacture, and commercialize AI-enabled, Good Manufacturing Practice (GMP)-compliant robotic systems for use in pharmaceutical and related manufacturing environments. The collaboration between TechForce and Oncotelic will encompass the full lifecycle of the Product, from initial design and development through manufacturing readiness and commercial deployment. TechForce and Oncotelic will fund the joint development as set forth in any applicable written payment schedule or statement of work agreed to between the parties. Each party shall contribute the funding, personnel, facilities, equipment, and other resources assigned to it in accordance with any written agreements. During the term of the Agreement and for a period of twelve (12) months following the expiration or termination of this Agreement, TechForce will not, directly or through any affiliate, partner, joint venture, or third-party arrangement, license, assign, transfer, sublicense, or otherwise provide to any third party access to or rights in the Joint IP developed under the agreement for use, deployment, or commercialization in the pharmaceutical or biopharmaceutical manufacturing industry.
Pursuant to the Agreement, upon verified achievement and acceptance of each defined Milestone, the applicable party will make the associated milestone payment within thirty (30) days of written confirmation of the Milestone achievement by both parties. Achievement of Milestones will be determined through acceptance testing procedures agreed to in writing by each of TechForce and Oncotelic.
Additionally, TechForce and Oncotelic, have agreed that revenue sharing, royalty rates, profit-sharing formulas, and related financial terms applicable to the commercial sale, licensing, or RaaS deployment of Products will be negotiated and set forth in a separate Commercialization and Licensing Agreement to be executed prior to the first commercial sale of the Product. TechForce and Oncotelic will retain all right, title, and interest in and to its respective Background IP. Neither TechForce or Oncotelic will acquire any rights in the other party’s Background IP except as expressly set forth in the Agreement. The Agreement includes a non-exclusive license of certain Oncotelic intellectual property, including the PDAOAI platform. All AI-related foreground intellectual property developed under the Agreement, including improvements to the PDAOAI Platform, is and shall be owned exclusively by Oncotelic. Robotic hardware developments created solely by TechForce are owned exclusively by TechForce. Intellectual property jointly developed by both parties is and shall be jointly owned. All data generated through the operation, deployment, and testing of the Product is and shall be owned exclusively by the Company. Any commercial licenses associated with the Product shall be defined in the Commercial and Licensing License to be executed prior to the first commercial sale.
The Agreement will be in effect for an initial term of one year and will automatically renew for successive five year terms unless terminated in accordance with the terms of the Agreement.
The Agreement contains customary representations, warranties by TechForce and Oncotelic, customary conditions to closing, indemnification obligations of TechForce and Oncotelic, including for liabilities under the Securities Act of 1933 (the “Securities Act”), 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 Joint Development, Manufacturing and Licensing 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 March [*], 2026, the Company issued a press release announcing the execution of a Joint Development, Manufacturing, and Licensing Agreement with Oncotelic Therapeutics, Inc.
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 | Joint Development, Manufacturing, and Licensing Agreement dated March 31, 2026, between TechForce Robotics, Inc., and Oncotelic Therapeutics, Inc.. | |
| 99.1 | Press Release dated April 6, 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: April 6, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Nightfood Holdings, Inc. (dba TechForce Robotics) Announces Strategic Joint Development Agreement with Oncotelic Therapeutics
Temecula, CA – April 6, 2026 – Nightfood Holdings, Inc., (OTCQB:NGTF) doing business as TechForce Robotics, Inc., (“TechForce” or the “Company”), today announced the execution of a Joint Development, Manufacturing, and Licensing Agreement with Oncotelic Therapeutics, Inc., (OTCQB:OTLC), a biotechnology and artificial intelligence-driven pharmaceutical platform company.
This strategic collaboration brings together TechForce Robotics’ advanced robotics engineering capabilities with Oncotelic’s proprietary AI-Enhanced technologies to jointly develop and commercialize AI-Enhanced, GMP-compliant robotic systems designed for pharmaceutical manufacturing and laboratory automation environments.
Unlocking New Opportunities in Biopharma Automation
The agreement represents an initial step in TechForce Robotics’ expansion into high-value, regulated industries, including biopharmaceutical manufacturing. By combining complementary expertise in robotics, automation, and AI-Enhanced pharmaceutical processes, the companies intend to develop integrated solutions aimed at improving operational efficiency, regulatory compliance, and scalability in pharmaceutical production environments.
“This partnership reflects our continued focus on deploying intelligent automation into complex, highly regulated industries,” said a spokesperson for TechForce Robotics. “We are pleased to collaborate with Oncotelic and believe their experience in biotechnology and AI-Enhanced platforms provides a foundation for this joint development effort.”
Highlighting Leadership Experience
Dr. Vuong Trieu, Chief Executive Officer of Oncotelic, brings decades of experience in oncology, drug development, and artificial intelligence applications in pharmaceutical innovation. Dr. Trieu has been involved in advancing multiple therapeutic and technology platforms and has contributed to the development and commercialization of novel healthcare solutions.
TechForce Robotics believes that the leadership and domain expertise of Dr. Trieu and his team enhance the strategic alignment of this collaboration and support its long-term development objectives.
About TechForce Robotics
TechForce Robotics, Inc., a wholly-owned subsidiary of the Company, is an AI-Enhanced service-robotics and automation company focused on developing, deploying, and scaling autonomous robotic solutions for hospitality, foodservice, and commercial applications. Through a vertically integrated platform that combines proprietary robotics technology, real-world operating environments, and scalable manufacturing, TechForce is accelerating the adoption of automation across multiple industries.
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is an emerging robotics company focused on deploying AI-powered automation across multiple industries. Hospitality is the Company’s initial sector of entry, where its Robotics-as-a-Service (RaaS) platform addresses repetitive, labor-intensive, and operationally constrained tasks. Nightfood’s long-term vision is to expand into additional verticals requiring similar automation solutions, delivering scalable robotics that improve efficiency, reliability, and revenue generation.
About Oncotelic Therapeutics
Oncotelic Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development of oncology and immunotherapy products. The Company’s mission is to address high-unmet-need cancers and rare pediatric indications with innovative, late-stage therapeutic candidates.
In addition to its directly owned and developed drug pipeline, Oncotelic benefits from the robust portfolio of inventions created by its CEO, Dr. Vuong Trieu, who has filed over 500 patent applications and holds 75 issued U.S. patents. Beyond its internal programs, the Company also licenses and co-develops select drug candidates through joint ventures. Currently, Oncotelic owns 45% of GMP Bio, a joint venture under Dr. Trieu’s leadership and guidance, which is advancing its own pipeline of drug candidates that further complement and strengthen Oncotelic’s strategic position in oncology and rare disease therapeutics.
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 or as of the date of the effective date of information described in this press release, as applicable. The forward-looking statements herein relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “envisages,” “assumes,” “intends,” “strategy,” “goals,” “objectives” or variations thereof or stating that certain action events or results “may,” “can,” “could,” “would,” “might,” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) and include, without limitation, statements with respect to projected financial targets that the Company is looking to achieve. All forward-looking statements are based on current beliefs as well as various assumptions made by and information currently available to the Company’s management team. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution any person reviewing this press release not to place undue reliance on these forward-looking statements as several important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions, and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Company or on behalf of the Company except as may be required by law.
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