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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): April 11, 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
April 11, 2026,
TechForce Robotics, Inc. (“TechForce” or “Collaborator”), a wholly-owned subsidiary of Nightfood Holdings, Inc.
(the “Company”), entered into a Supply Agreement (the “Agreement”) with NUWA Robotics Corp. (the “Purchaser”)
and Hon Hai Precision Industry Co., Ltd., (“HH”). The Agreement provides for a collaborative product development and manufacturing
framework among TechForce, Purchaser and HH. Pursuant to the Agreement, TechForce will define the commercial requirements of the robotic
systems to the Purchaser, who will subsequently provide engineering development, system integration and final technical specification
for the purchase order to be submitted to HH.
HH
will manufacture, test, pack and deliver the Product in accordance with the approved specifications and quality standards provided by
the Purchaser. The title to the finished Product and all related intellectual property (except with respect to pre-existing intellectual
property owned by HH), 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. The Purchaser will advance 100% of the required payment
prior to HH purchasing material and beginning production.
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. Purchaser has granted
HH 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 the Purchaser 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 HH’s
obligations under the Agreement. HH has granted to Purchaser, its Affiliates, and its and their respective customers, distributors, retailers
and end users a worldwide, non-exclusive, irrevocable, perpetual, and fully paid-up license under HH’s 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 HH has manufactured and sold to Purchaser.
HH
will not use, disclose, reproduce, reverse engineer, modify, adapt, sublicense, or otherwise exploit any of Purchaser’s Intellectual
Property, Confidential Information, or any technology, know-how provided by Purchaser, for any purpose other than fulfilling its obligations
to Purchaser under this Agreement.
The
Agreement will be in effect for an initial term of two 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
April 16, 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 April 11, 2026, between NUWA Robotics Corp., Hon Hai Precision Industry Co., Ltd., and TechForce Robotics, Inc. |
| 99.1 |
|
Press Release dated April 16, 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 16, 2026
| NIGHTFOOD
HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
JIMMY CHAN |
|
| Name:
|
Jimmy
Chan |
|
| Title: |
Chief
Executive Officer |
|
Exhibit
99.1
Nightfood
Holdings, Inc.(dba TechForce Robotics) Enters Strategic Supply Agreement with Hon Hai Precision Industry Co., Ltd., (a/k/a Foxconn) and
NUWA Robotics to Scale Commercial Deployment
Los
Angeles, CA – April 16, 2026 – Nightfood Holdings, Inc. (the “Company”) (OTCQB: NGTF), operating through
its wholly owned subsidiary TechForce Robotics, Inc. (“TechForce”), today announced the execution of a strategic Supply
Agreement with NUWA Robotics Corp. and Foxconn, marking the transition from development and pilot programs to commercial
deployment of its robotic platforms.
Over
the past several years, TechForce has focused on product development, platform refinement, and real-world pilot testing, including deployments
across hospitality and service environments. These efforts have enabled the Company to validate performance, optimize unit economics,
and refine its Robotics-as-a-Service (RaaS) model in live operating conditions.
With
pilot programs now completed and market demand increasing, the Company is entering its next phase, and anticipates production and commercialization
through a world-class manufacturing and engineering partnership.
The
newly executed agreement will establish a comprehensive framework for the development, manufacturing, and commercialization of next-generation
robotic systems, and is intended to position TechForce Robotics to scale production efficiently through a globally recognized manufacturing
ecosystem.
Under
the terms of the agreement, TechForce will define the commercial requirements, product vision, and market strategy for its robotic platforms,
while NUWA Robotics will provide engineering development and system integration. Foxconn will serve as the contract manufacturer, responsible
for manufacturing, assembly, testing, and delivery of products in accordance with TechForce’s specifications.
Importantly,
TechForce will retain exclusive ownership of all product-related intellectual property, reinforcing the Company’s long-term value
creation strategy and strengthening its position in the global robotics market.
“This
agreement represents the culmination of years of development and validation,” said Jimmy Chan, Chief Executive Officer of Nightfood
Holdings, Inc. “We have spent the last several years building, testing, and refining our robotics platform in real-world environments.
With those pilots successfully completed, we are now ready to scale. By aligning with Foxconn’s manufacturing capabilities and
NUWA’s engineering expertise, we anticipate being positioned to expand deployment and meet the growing demand for automation across
industries.”
About
Nightfood Holdings Inc. (d/b/a Techforce Robotics)
Nightfood
Holdings Inc., operating as Techforce Robotics, is an advanced robotics and automation company focused on delivering intelligent, scalable
solutions for industrial and commercial applications. The company integrates robotics, artificial intelligence, and software-driven systems
to optimize operations, improve efficiency, and enable next-generation automation.
With
a strong emphasis on innovation and real-world deployment, Techforce Robotics partners with organizations to design and implement customized
robotic solutions tailored to evolving operational needs.
Learn
more: https://www.techforcerobotics.com/
About
NUWA Robotics Corp.
Founded
in 2016, NUWA Robotics Corp. is a global leader in AI-powered service and interactive robotics, delivering advanced automation solutions
across commercial, healthcare, retail, and industrial sectors. Originally focused on companion robots, NUWA has evolved into a multi-sector
innovator with over 20,000 robots deployed worldwide.
The
company offers a full-stack, modular technology platform integrating proprietary hardware, SLAM capabilities, and AI cloud systems. Its
industrial solutions include a Material Control System (MCS) that enables seamless coordination of diverse devices to accelerate smart
factory transformation.
NUWA’s
mission is to make intelligent robotics accessible and scalable, lowering barriers to adoption and advancing automation globally.
Learn
more: https://www.nuwarobotics.com/en/team/
About
Hon Hai Precision Industry Co., Ltd. (Foxconn)
Hon
Hai Precision Industry Co., Ltd., widely known as Foxconn, is a global leader in advanced manufacturing, recognized for its unmatched
scale, precision, and supply chain excellence. The company serves as a trusted manufacturing partner to many of the world’s leading
technology brands, delivering high-quality, end-to-end production solutions across a broad range of industries.
Learn
more: https://www.foxconn.com/en-us/
Forward-Looking
Statements
Matters
discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,”
“intend,” “expect,” “will” and similar expressions identify such forward-looking statements. Actual
results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements
contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of
risks and uncertainties, and actual results may differ materially. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law. Investors are encouraged to
review the Company’s filings with the Securities and Exchange Commission for additional information.
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