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Nightfood (OTCQB: NGTF) inks TechForce robotics supply pact with Foxconn and NUWA

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

TechForce secures a full-stack robotics manufacturing and IP framework.

The Agreement aligns TechForce Robotics with NUWA Robotics for engineering and Foxconn for contract manufacturing, creating an end-to-end path from product definition through scaled production. This formalizes the shift from pilots to commercial deployment of TechForce’s platforms.

A key strategic element is TechForce’s exclusive ownership of product-related intellectual property, while NUWA and Foxconn receive narrowly tailored, fully paid-up licenses to perform their roles or support product use. This structure concentrates long-term IP value with TechForce while leveraging partners’ capabilities.

The Agreement’s initial two-year term with automatic one-year renewals and 100% prepayment by the purchaser before Foxconn procures materials reduces working-capital risk for manufacturing. Future disclosures in company filings may provide volume expectations or financial contribution from this collaboration as commercialization progresses.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Agreement date April 11, 2026 Date TechForce, NUWA and Foxconn entered the Supply Agreement
Press release date April 16, 2026 Date Company announced execution of the Supply Agreement
Prepayment requirement 100% of required payment Purchaser must advance full payment before Foxconn buys materials
Initial term Two years Initial duration of the Supply Agreement before automatic renewals
Supply Agreement financial
"entered into a Supply Agreement (the “Agreement”) with NUWA Robotics Corp."
A supply agreement is a written contract that sets the terms for how one party will provide goods or materials to another—covering price, quantity, delivery schedule and quality standards. For investors it matters because these deals create predictable revenue and costs, reduce the chance of shortages or interruptions, and reveal dependence on particular partners—think of it as a long-term delivery plan that helps a business show when and how it will get paid and keep operations running.
Robotics-as-a-Service (RaaS) financial
"refine its Robotics-as-a-Service (RaaS) model in live operating conditions"
Robotics-as-a-service (RaaS) is a business model where companies lease or subscribe to robots and related software instead of buying machines outright, similar to renting a car or subscribing to a streaming service. It matters to investors because it creates predictable, recurring revenue, lowers customer adoption barriers, and can speed market growth—factors that affect valuation, cash flow stability, and the potential for steady long-term returns.
Pre-existing IPRs financial
"each party will retain all rights, title and interest to its Pre-existing IPRs"
Regulation FD Disclosure regulatory
"7.01 Regulation FD Disclosure. On April 16, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"Matters discussed in this press release contain forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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

 

 

 

FAQ

What did Nightfood Holdings (NGTF) announce in this 8-K filing?

Nightfood Holdings announced a Supply Agreement among its subsidiary TechForce Robotics, NUWA Robotics, and Foxconn. The deal creates a structured framework to develop, manufacture, and commercialize next-generation robotic systems as TechForce moves from pilot programs into commercial deployment.

How will TechForce Robotics, NUWA Robotics, and Foxconn work together under the NGTF agreement?

TechForce defines commercial requirements, product vision, and market strategy for its robots. NUWA Robotics provides engineering development and system integration. Foxconn acts as contract manufacturer, handling manufacturing, assembly, testing, packing, and delivery, all according to specifications agreed with TechForce and NUWA.

Who owns the intellectual property under Nightfood Holdings’ new robotics Supply Agreement?

TechForce will own all product-related intellectual property, excluding pre-existing IP of the other parties. Each party retains rights to its own pre-existing IP, while NUWA and Foxconn receive limited, fully paid-up licenses needed to design, manufacture, distribute, or use the robotic products described.

What are the key commercial terms of the Nightfood–NUWA–Foxconn Supply Agreement?

The Agreement has an initial two-year term, automatically renewing for one-year periods unless terminated under its terms. The purchaser must advance 100% of required payments before Foxconn buys materials and begins production, supporting production planning and reducing upfront capital strain on the manufacturing side.

How does this Supply Agreement change Nightfood Holdings’ robotics business strategy?

The press release states TechForce has completed pilot deployments and refined its Robotics-as-a-Service model. With this Agreement, the company anticipates moving into scaled production and commercialization using Foxconn’s manufacturing and NUWA’s engineering, aiming to meet growing demand for automation across industries.

What did Nightfood Holdings disclose under Regulation FD in connection with this agreement?

Nightfood furnished, but did not file, a press release dated April 16, 2026 as a Regulation FD disclosure. The release announces execution of the Supply Agreement and describes the shift from development and pilot programs to anticipated commercial deployment of TechForce Robotics’ platforms with NUWA and Foxconn.

Filing Exhibits & Attachments

11 documents