NightFood acquires Jun Long chip inspection technology
NightFood Holdings, Inc. acquired specified worldwide technology and intellectual property rights from Jun Long Machine Industrial Co., Ltd. for designated automated optical inspection (AOI) machines used in CoWoS advanced semiconductor packaging.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
NightFood Holdings, Inc. acquired specified worldwide technology and intellectual property rights from Jun Long Machine Industrial Co., Ltd. for designated automated optical inspection (AOI) machines used in CoWoS advanced semiconductor packaging. The assets exclude other wafer-sorting technology, unscheduled software, background and independently developed technology; NightFood intends to license them exclusively to its wholly owned subsidiary, TechForce Advanced Manufacturing Inc. (TAMI).
At closing on October 19, 2026, NightFood issued 150,000 Series C Convertible Preferred Stock shares, fully earned and not subject to vesting, and agreed to issue up to 50,000 more: 25,000 when cumulative Qualifying Revenue first equals or exceeds $10,000,000 and another 25,000 when it first equals or exceeds $20,000,000. After the 1-for-150 reverse split effective October 20, 2026, the Closing Shares are convertible into 6,000,000 common shares and fully earned Contingent Shares into an additional 2,000,000. Management targets initial shipments in late November or early December 2026, subject to production readiness, customer requirements and regulatory compliance. Potential monthly sales of approximately $1.5 million to $2.25 million assume approximately 10 to 15 units sold and delivered at an estimated average price of approximately $150,000; these are operating targets, not confirmed orders or guaranteed revenue.
8-K Event Classification
Key Figures
Key Terms
automated optical inspection (AOI) technical
chip-on-wafer-on-substrate (CoWoS) technical
Qualifying Revenue financial
Series C Convertible Preferred Stock financial
Stock Split
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stock consideration did NGTF agree to provide Jun Long?
What are NGTF's initial AOI shipment and sales targets?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
(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.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 19, 2026, (the “Closing Date”), Nightfood Holdings, Inc., a Nevada corporation doing business as TechForce Robotics (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Jun Long Machine Industrial Co., Ltd., a company limited by shares organized under the laws of the Republic of China (Taiwan) (the “Seller”), and TechForce Advanced Manufacturing Inc., a Nevada corporation and wholly owned subsidiary of the Company (“TAMI”).
Purchased Assets
Pursuant to the Asset Purchase Agreement, the Seller sold and assigned to the Company, free and clear of all liens, all of the Seller’s worldwide right, title and interest in the technology, technical documentation, designs, drawings, know-how and intellectual property rights, to the extent specifically developed for and exclusively used in specified automated optical inspection (“AOI”) machine models for chip-on-wafer-on-substrate (“CoWoS”) advanced semiconductor packaging (the “Purchased Assets”). The Purchased Assets exclude, among other things, the Seller’s other wafer sorting machines and related technology, software, firmware and source code not expressly scheduled, pre-existing and background technology, and technology the Seller develops independently. The Company intends to license the Purchased Assets exclusively to TAMI, which will manufacture and sell equipment incorporating the technology of the Purchased Assets.
Consideration
As consideration for the Purchased Assets, the Company (i) issued to the Seller at closing 150,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) (the “Closing Shares”), which are fully earned and not subject to vesting, and (ii) agreed to issue up to 50,000 additional shares of Series C Preferred Stock as contingent purchase consideration (the “Contingent Shares”), as follows: 25,000 shares when cumulative Qualifying Revenue (as defined below) first equals or exceeds $10,000,000, and an additional 25,000 shares when cumulative Qualifying Revenue first equals or exceeds $20,000,000 “Qualifying Revenue” means revenue recognized after closing under U.S. GAAP by TAMI (and, for attribution purposes, by the Company, TAMI and their affiliates, successors and permitted assigns) from the commercialization of products or technology incorporating or utilizing the Purchased Assets. The Company will assess the Qualifying Revenue quarterly and must issue the earned Contingent Shares within ten business days after the end of the quarter in which a Qualifying Revenue is achieved. The right to receive Contingent Shares does not expire and is not conditioned on any continued service by the Seller.
After giving effect to the Company’s 1 for 150 reverse stock split which was effective on October 20, 2026, the Closing Shares are convertible into an aggregate of 6,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and the Contingent Shares, if fully earned, into an additional 2,000,000 shares of Common Stock.
Other Terms
The Asset Purchase Agreement contains customary representations, warranties and covenants, including a five-year worldwide non-competition covenant by the Seller with respect to the products covered by the Purchased Assets, perpetual restrictions on the Seller’s use and disclosure of the purchased technology, confidentiality and further-assurance obligations, and indemnification obligations of each party, subject to customary exceptions for fraud, willful breach, excluded liabilities and breach of the restrictive covenants.
The Asset Purchase 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 Asset Purchase Agreement, which is filed herewith as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above regarding the Closing Shares and the Contingent Shares is incorporated by reference into this Item 3.02. The Closing Shares were, and any Contingent Shares and shares of Common Stock issuable upon conversion will be, issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder..
Item 7.01 Regulation FD Disclosure
On October 22, 2026, the Company issued a press release announcing it has acquired specified technology, designs and know-how for automated optical inspection (“AOI”) machines used in chip-on-wafer-on-substrate (“CoWoS”) advanced semiconductor packaging. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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 | |
| 3.1 | Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on December 5, 2025). | |
| 10.1 | Asset Purchase Agreement dated October 19, 2026, by and among Nightfood Holdings, Inc., Jun Long Machine Industrial Co., Ltd. and TechForce Advanced Manufacturing Inc. | |
| 99.1 | Press Release | |
| 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: October 22, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Nightfood Holdings Acquires CoWoS Automated Optical Inspection Technology; Targets Initial Shipments in Fourth Quarter 2026
Company targets $1.5–$2.25 million in monthly sales and plans to open a 20,000-square-foot Taiwan facility within a month.
LOS ANGELES, Oct. 22, 2026 (GLOBE NEWSWIRE) — via IBN — Nightfood Holdings, Inc. (OTCQB: NGTFD) (“Nightfood” or the “Company”), doing business as TechForce Robotics, today announced that it has acquired specified technology, designs and know-how for automated optical inspection (“AOI”) machines used in chip-on-wafer-on-substrate (“CoWoS”) advanced semiconductor packaging. The acquisition from Jun Long Machine Industrial Co., Ltd., based in Taichung, Taiwan, closed on October 19, 2026.
Nightfood will license the acquired technology exclusively to its wholly owned subsidiary, TechForce Advanced Manufacturing Inc. (“TAMI”), which plans to manufacture and sell equipment incorporating the technology.
Commercialization Plan
The Company’s current commercialization objectives include:
| ● | Initial sales and shipments beginning in late November or early December 2026, subject to production readiness at a planned new 20,000-square-foot manufacturing facility in Taiwan, customer requirements and applicable regulatory compliance. | |
| ● | An initial production pace of approximately 10 to 15 units per month, with potential monthly sales of approximately $1.5 million to $2.25 million, assuming those units are sold and delivered at an estimated average selling price of approximately $150,000 per unit. Management’s pricing assumption reflects its assessment of current market pricing for comparable equipment. | |
| ● | A subsequent ramp toward approximately 30 units per month, subject to customer demand, financing, facility readiness, staffing and component availability. |
These figures represent management’s operating targets rather than confirmed orders or guaranteed revenue. Actual sales will depend on product configurations, negotiated pricing, customer orders, delivery schedules and any applicable installation or acceptance requirements. Revenue will be recognized in accordance with U.S. generally accepted accounting principles. The monthly sales target does not represent a forecast for the first partial month of shipments.
“We believe demand for advanced packaging supporting AI chips creates an opportunity for inspection equipment that can meet evolving manufacturing requirements,” said Jimmy Chan, Chief Executive Officer of Nightfood Holdings. “This acquisition gives us a foundation of designs and technical know-how to pursue that opportunity. Our focus now is preparing production, securing customer orders and delivering our first units.”
About Nightfood Holdings, Inc. (d/b/a TechForce Robotics)
Nightfood Holdings, Inc., doing business 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.
TechForce Robotics partners with organizations to design and deploy customized robotic solutions that address evolving operational requirements.
Learn more: www.techforcerobotics.com
About TechForce Advanced Manufacturing
TechForce Advanced Manufacturing, Inc. is a Nevada corporation formed to develop, manufacture, commercialize, install and support semiconductor automation and inspection systems. Its initial focus is expanding Wafer Sorter and AOI production for wafer-based semiconductor and CoWoS-related advanced-packaging applications, while pursuing future applications supporting emerging Chip-on-Panel-on-Substrate (“CoPoS”) manufacturing processes.
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.
Readers should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Investor Relations, Media Relations and Corporate Communications
Investor
Relations
ir@nightfoodholdings.com
Media
Relations
media@nightfoodholdings.com
Corporate
Communications:
IBN.Ai
Austin, Texas
www.IBN.Ai
512.354.7000 Office
Editor@IBN.Ai