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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): March 19, 2026
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
March 19, 2026, 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 $1,176,470.58 (the “Note”), at an original issue discount of fifteen percent (15%), resulting
in net proceeds to the Company of $1,000,000, 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., TechForce Robotics, Inc.,
Victorville Treasure Holdings, LLC, Treasure Mountain Holdings, LLC, and the Investor, as amended (the “Security Agreement”),
that certain Pledge Agreement, dated June 1, 2023, by and between the Company, Mr. Jimmy Chan, 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., TechForce Robotics, Inc., Victorville Treasure Holdings, LLC, Treasure Mountain
Holdings, LLC, 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 (the “Common Stock”), at a conversion price equal to the lesser of (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
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Form 8-K relating to the issuance of the Note pursuant to the SPA, is incorporated by
reference herein in its entirety.
The
securities issued pursuant to the SPA were sold pursuant to an exemption from the registration requirements of the Securities Act under
Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company
that it is an accredited investor and has purchased the securities as an investment in a private placement that did not involve a general
solicitation. The Common Stock to be issued upon conversion of the Note have not been registered under the Securities Act and may not
be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.
This
Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Securities Purchase Agreement, dated March 19, 2026, by and between Nightfood Holdings, Inc. and Mast Hill Fund, L.P. |
| 10.2* |
|
Senior Secured Promissory Note, dated March 19, 2026, issued by Nightfood Holdings, Inc. in favor of Mast Hill Fund, L.P. |
| 10.3* |
|
Twelfth Amendment to Security Agreement, dated March 19, 2026, 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* |
|
Twelfth Amendment to Pledge Agreement, dated March 19, 2026, by and among Nightfood Holdings, Inc., Jimmy Chan, and Mast Hill Fund, L.P. |
| 10.5* |
|
Twelfth Amendment to Guarantee Agreement, dated March 19, 2026, 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:
March 24, 2026
| NIGHTFOOD
HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
JIMMY CHAN |
|
| Name:
|
Jimmy
Chan |
|
| Title: |
Chief
Executive Officer |
|
