NightFood sets conditional note lock-up to Jan. 17, 2027

The restriction covers both previously issued convertible notes and the warrants issued to the note holders in connection with those notes.

Rhea-AI Filing Summary

NightFood Holdings, Inc. (NGTF) entered into a Global Lockup Agreement with note holders Mast Hill Fund, L.P. and Pacific Pier Capital, LLC, effective October 20, 2026. The holders agreed not to convert the company’s previously issued convertible promissory notes or exercise related common stock purchase warrants from October 20, 2026, through January 17, 2027.

During that period, NightFood may, at its sole discretion, send irrevocable written notice permitting a holder to voluntarily convert notes or exercise warrants. A holder is not required to proceed after receiving notice.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Lock-Up Effective Date: October 20, 2026 Lock-Up End Date: January 17, 2027

2 metrics

Lock-Up Effective Date October 20, 2026 Effective date of the Global Lockup Agreement

Lock-Up End Date January 17, 2027 End of the stated Lock-Up Period

Key Terms

Global Lockup Agreement, convertible promissory notes, common stock purchase warrants, irrevocable written notice

4 terms

Global Lockup Agreement financial

"entered into a Global Lockup Agreement"

convertible promissory notes financial

"holder of convertible promissory notes previously issued"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

common stock purchase warrants financial

"all common stock purchase warrants the Company issued"

Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.

irrevocable written notice financial

"give the Note Holders irrevocable written notice"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How long does the NGTF noteholder lock-up last?

The lock-up runs from October 20, 2026, through January 17, 2027. It applies to conversions of the Notes and exercises of the related Warrants by Mast Hill Fund, L.P. and Pacific Pier Capital, LLC.

Can NightFood allow conversions or warrant exercises during the NGTF lock-up?

Yes. During the Lock-Up Period, NightFood may, at its sole discretion, send a holder irrevocable written notice permitting voluntary conversion of Notes or exercise of Warrants. A holder is not required to proceed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 20, 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 8.01 Other Events.

On October 20, 2026 (the “Effective Date”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), entered into a Global Lockup Agreement (the “Lockup Agreement”) with Mast Hill Fund, L.P. (the “Mast Hill”) and, Pacific Pier Capital, LLC (“Pacific Pier”, collectively, Mast Hill, and Pacific Pier the “Note Holders”), each a holder of convertible promissory notes previously issued by the Company (the “Notes”). The Lockup covers the Notes, and all common stock purchase warrants the Company issued to the Note Holders in connection with the Notes (the “Warrants”).

Under the Lockup Agreements, and notwithstanding anything to the contrary in the Notes and Warrants, the Note Holders agreed not to convert any of the Notes or exercise any of the Warrants from October 20, 2026, through January 17, 2027 (the “Lock-Up Period”). During the Lock-Up Period, the Company may, at its sole discretion and at any time, give the Note Holders irrevocable written notice permitting the Note Holder to voluntarily convert the Notes or exercise the Warrants. The Note Holder is not required to make any such conversion or exercise.

The foregoing description of the Lock-Up Agreement is a summary only and is qualified in its entirety by reference to the full text of the Lockup Agreements copies of which are filed as Exhibit 10.1, and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No		Description
10.1		Lock-Up and Standstill Agreement between the Company and Mast Hill Fund, L.P. dated October 20, 2026
10.2		Lock-Up and Standstill Agreement between the Company and Pacific Pier Capital, LLC dated October 20, 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: October 21, 2026

NIGHTFOOD HOLDINGS, INC.
By:	/s/ JIMMY CHAN
Name:	Jimmy Chan
Title:	Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 12.5 KB
• EX-10.2 EX-10.2 14.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB