STOCK TITAN

Nightfood Holdings (OTCQB: NGTF) adds directors, forms committees and hires new CFO

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nightfood Holdings, Inc. reported governance and leadership changes linked to its ongoing application to list on Nasdaq, while noting there is no assurance the listing will be achieved. Two directors, Lei Sonny Wang and Thomas Morse, resigned from the board effective August 7, 2026; Wang remains Chief Revenue Officer. The board appointed Darren Kenney and Ronald J. Stauber as new directors and entered into director service and option agreements with them and existing director Christopher Dieterich. Each of Kenney, Stauber, and Dieterich receives a $1,500 quarterly cash retainer and a standalone nonqualified stock option for 1,000,000 shares at an exercise price of $0.033 per share, vesting quarterly over one year with a five-year term and change-in-control acceleration. The company also settled past-due director compensation by issuing 1,500,000 fully vested shares of common stock to Dieterich under a private offering exemption. Effective August 10, 2026, Yury Pyatigorsky was appointed Chief Financial Officer with a base salary of $5,000 per month, increasing to $10,000 per month upon listing on a national securities exchange, while Jimmy Chan remains Chief Executive Officer and Secretary. The board formed Audit, Compensation, and Nominating/Corporate Governance/Compliance committees and adopted written charters to formalize its governance structure.

Positive

  • Board and committee structure strengthened with formation of Audit, Compensation, and Nominating/Corporate Governance/Compliance committees and adoption of written charters, aligning governance with Nasdaq board and committee composition standards.
  • Experienced CFO appointed in Yury Pyatigorsky, a CFA charterholder with decades of corporate finance and capital markets experience, including prior CFO and Chief Investment Officer roles at a large mortgage lender.

Negative

  • None.

Filing Explained

The 8-K frames the 1,500,000 common shares for Christopher Dieterich as agreed settlement consideration, with issuance-dependent release language—not clear proof of delivery; if issued, the fully vested shares would increase share count and reduce existing holders’ ownership percentages.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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, and exhibit attachments filed with this report.
Settlement Shares to Dieterich 1,500,000 shares Common stock issued in full satisfaction of past-due director compensation
Director stock option size 1,000,000 shares Standalone nonqualified stock option granted to each of Kenney, Stauber, and Dieterich
Director option exercise price $0.033 per share Exercise price for standalone nonqualified stock options with five-year term
Director cash retainer $1,500 per quarter Quarterly cash retainer for non-employee directors for board and committee service
CFO base salary (initial) $5,000 per month Base salary for Chief Financial Officer under employment agreement before any exchange listing
CFO base salary upon listing $10,000 per month Increased base salary if common stock lists on a national securities exchange
Director option term Five years Nonqualified stock options expire on August 7, 2031
Nonqualified stock option financial
"Standalone Nonqualified Stock Option Agreement, dated August 7, 2026"
A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"issued in reliance upon the exemption from registration provided by Section 4(a)(2)"
Regulation D regulatory
"and/or Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Change in Control financial
"Upon a Change in Control, any unvested portion of the option will vest"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Robotics-as-a-Service (RaaS) technical
"integrated platform that combines autonomous robotics, artificial intelligence, software, and Robotics-as-a-Service (RaaS)"
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.

FAQ

What key changes did Nightfood Holdings (NGTF) disclose in this 8-K?

Nightfood Holdings disclosed board resignations and appointments, a new Chief Financial Officer, issuance of 1,500,000 shares to settle past-due director compensation, new director stock options, and formation of three standing board committees.

How many Nightfood Holdings (NGTF) shares were issued to Christopher Dieterich?

The company agreed to issue 1,500,000 shares of common stock to director Christopher Dieterich as full settlement of past-due director compensation. These Settlement Shares are fully vested and were issued under Section 4(a)(2) and/or Regulation D exemptions.

What stock options did Nightfood Holdings (NGTF) grant to its directors?

Nightfood granted Kenney, Stauber, and Dieterich standalone nonqualified options for 1,000,000 shares each at an exercise price of $0.033 per share, vesting in four quarterly tranches over one year, with a five-year term and change-in-control vesting acceleration.

Who is the new CFO of Nightfood Holdings (NGTF) and what is his compensation?

The board appointed Yury Pyatigorsky as Chief Financial Officer effective August 10, 2026. Under his employment agreement, he receives a $5,000 per month base salary, increasing to $10,000 per month if the stock lists on a national securities exchange.

What corporate governance steps is Nightfood Holdings (NGTF) taking toward a Nasdaq listing?

The company has applied to list on Nasdaq and has formed Audit, Compensation, and Nominating/Corporate Governance/Compliance committees with independent directors, stating that its board and committees now meet Nasdaq composition standards, while cautioning there is no assurance of listing.

Did the resignations of Nightfood Holdings (NGTF) directors involve any disagreements?

The company stated that the resignations of Lei Sonny Wang and Thomas Morse from the board were not due to any disagreement regarding operations, policies, or practices, and Wang continues as Chief Revenue Officer.

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

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false 0001593001 0001593001 2026-08-07 2026-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 7, 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 3.02. Unregistered Sales of Equity Securities.

 

The information set forth in Item 5.02 of this Current Report on Form 8-K concerning the issuance of 1,500,000 shares the Company’s common stock to Mr. Christopher Dieterich is incorporated by reference into this Item 3.02 in its entirety.

 

The securities described above were 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignations of Directors

 

On August 7, 2026 (the “Effective Date”), Lei Sonny Wang resigned as a member of the Board of Directors (the “Board”) of Nightfood Holdings, Inc., (the “Company”). Mr. Wang remains as the Company’s Chief Revenue Officer.

 

Mr. Wang’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

Additionally, on the Effective Date, Thomas Morse resigned as a member of the Board.

 

Mr. Morse’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

Appointment to Board of Directors

 

Furthermore, on the Effective Date, the Board appointed Darren Kenney and Ronald J. Stauber as members of the Board.

 

Mr. Kenney, Age 61, an experienced CPA and licensed Real Estate Broker for the State of California. He has successfully built and sold three accounting practices over the past 30 years. During the late 1980’s in public accounting he consulted with GTE (now Verizon), Saks Fifth Avenue and CalTrans. Mr. Kenney spent most of the 1990’s working closely with his father to build their automotive paint business. He transitioned from the family business to focus back on his tax practice and managerial consulting business in the early 2000’s. He served as a main broker for two mortgage companies from 2007 to 2010. Also starting in 2010, he sat on the board of a local non-profit for 10 years. From 2013 to 2017, he created and operated SYA Consultants Inc, a Florida corporation which helped business clients acquire in excess of $50,000,000 in capital financing. Since 2020, he has operated SCWC Ventures Inc, a financial management company, facilitating bridge capital as well as long term equity for both distressed and growing entities.

 

There is no arrangement or understanding between Mr. Kenney and the Company or any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Kenney that would be required to be reported under Item 404(a) of Regulation S-K.

 

In connection with Mr Kenney’s appointment to the Board, on the Effective Date, Mr Kenney and the Company entered into an Independent Non-Employee Director and Committee Service Agreement (the “Kenney Director Agreement”) and a Standalone Nonqualified Stock Option Agreement (the “Kenney Option Agreement”).

 

Under the Kenney Director Agreement, Mr. Kenney will receive a cash retainer of $1,500 per calendar quarter for Board and committee service, payable in arrears within 30 days after quarter end.

 

The Kenney Director Agreement provides that Mr. Kenney is entitled to indemnification and advancement of expenses to the fullest extent permitted by Nevada law, the Company’s governing documents, and any separate indemnification agreement. The Company will also use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Mr. Kenney on terms generally applicable to similarly situated directors.

 

2
 

 

Pursuant to the Kenney Option Agreement, the Company granted Mr. Kenney a standalone non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.033 per share. The option vests in equal quarterly installments of 250,000 shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the grant date, subject to Mr. Kenney’s continuous Board service. The option has a five-year term expiring on August 7, 2031. The option was granted outside any stockholder-approved equity plan. Upon a Change in Control (as defined in the Kenney Option Agreement), any unvested portion of the option will vest in full immediately prior to consummation of such transaction.

 

Mr. Stauber, age 85, is an attorney admitted to the State Bar of California, the United States District Court for the Central District of California, the United States District Court for the Eastern District of California, and the Supreme Court of the United States. He is the principal of the Stauber Law Offices, Beverly Hills, California. He received a Bachelor of Business Administration from the University of Toledo and a Juris Doctor from The Ohio State University College of Law.

 

Mr. Stauber served in the United States Army, completing his service in the California National Guard and as a Reserve of the U.S. Army. He previously served as Corporations Counsel for the Department of Investment, Division of Corporations, State of California, in Los Angeles. He has been a member of the Beverly Hills, Los Angeles County, Riverside County, and American Bar Associations and has participated in various sections including real estate, business, and corporate law. He has served as Judge Pro Tempore of the Los Angeles County Superior Court and as a Mediator for the Riverside County Superior Court. Mr. Stauber has acted as principal or special counsel in several law firms.

 

Mr. Stauber is listed in the Martindale-Hubbell Law Directory (AV rating), Marquis Who’s Who in America®, and multiple editions of Who’s Who in American Law. He is recognized in The Bar Register of Preeminent Lawyers, LexisNexis, and the Martindale-Hubbell Register of Most Distinguished Law Practices (2006–present). He is the author of Understanding Corporate Hijacking/Shells and Convertible Debt Financing/Death Spiral, and co-author of Smart Credit Repair.

 

Mr. Stauber maintains a corporate and business transactional practice advising companies on formation, entity maintenance, compliance, and financing, including private and public securities offerings under the Securities Act of 1933 and the Securities Exchange Act of 1934. His experience includes governance, business combinations, mergers and reverse mergers, divestitures, stakeholder relations, securities transfers, and secured and unsecured debt and related equity financings.

 

There is no arrangement or understanding between Mr. Stauber and the Company or any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Stauber that would be required to be reported under Item 404(a) of Regulation S-K.

 

In connection with Mr. Stauber’s appointment to the Board, on the Effective Date, Mr Stauber and the Company entered into an Independent Non-Employee Director and Committee Service Agreement (the “Stauber Director Agreement”) and Standalone Nonqualified Stock Option Agreement (the “Stauber Option Agreement”).

 

Under the Stauber Director Agreement, Mr. Stauber will receive a cash retainer of $1,500 per calendar quarter for Board and committee service, payable in arrears within 30 days after quarter end.

 

The Stauber Director Agreement provides that Mr. Stauber is entitled to indemnification and advancement of expenses to the fullest extent permitted by Nevada law, the Company’s governing documents, and any separate indemnification agreement. The Company will also use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Mr. Stauber on terms generally applicable to similarly situated directors.

 

Pursuant to the Stauber Option Agreement, the Company granted Mr. Stauber a standalone non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.033 per share. The option vests in equal quarterly installments of 250,000 shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the grant date, subject to Mr. Stauber’s continuous Board service. The option has a five-year term expiring on August 7, 2031. The option was granted outside any stockholder-approved equity plan. Upon a Change in Control (as defined in the Option Agreement), any unvested portion of the option will vest in full immediately prior to consummation of such transaction.

 

3
 

 

Also on the Effective Date, Christopher Dieterich, a current member of the Board, and the Company entered into a Settlement of Past-Due Director Compensation Agreement (the “Settlement Agreement”), an Independent Non-Employee Director and Committee Service Agreement (the “Dieterich Director Agreement”) and Standalone Nonqualified Stock Option Agreement (the “Dieterich Option Agreement”).

 

Pursuant to the Settlement Agreement, the Company agreed to issue 1,500,000 shares of the Company’s common stock (the “Settlement Shares”) to Mr. Dieterich in full and final satisfaction of all accrued and unpaid amounts due to Mr. Dieterich under prior director compensation arrangements through the Effective Date. The Settlement Shares are fully vested and are not subject to any service conditions, exercise price, or further Board approval. Upon issuance of the Settlement Shares, Mr. Dieterich will release the Company from all claims

 

Under the Dieterich Director Agreement, Mr. Dieterich will receive a cash retainer of $1,500 per calendar quarter for Board and committee service, payable in arrears within 30 days after quarter end.

 

The Dieterich Director Agreement provides that Mr. Dieterich is entitled to indemnification and advancement of expenses to the fullest extent permitted by Nevada law, the Company’s governing documents, and any separate indemnification agreement. The Company will also use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Mr. Dieterich on terms generally applicable to similarly situated directors.

 

Pursuant to the Dieterich Option Agreement, the Company granted Mr. Dieterich a standalone non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.033 per share. The option vests in equal quarterly installments of 250,000 shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the grant date, subject to Mr. Dieterich’s continuous Board service. The option has a five-year term expiring on August 7, 2031. The option was granted outside any stockholder-approved equity plan. Upon a Change in Control (as defined in the Dieterich Option Agreement), any unvested portion of the option will vest in full immediately prior to consummation of such transaction.

 

The foregoing descriptions of the Kenney Director Agreement, Kenney Option Agreement, Stauber Director Agreement, Stauber Option Agreement, Settlement Agreement, Dieterich Director Agreement and Dieterich Option Agreement are qualified in their entirety by reference to the full text of each agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Appointment of Chief Financial Officer

 

On August 10, 2026, the Board appointed Yury Pyatigorsky as the Company’s Chief Financial Officer. Mr. Pyatigorsky, age 55, is a seasoned financial executive with more than 27 years of experience in corporate finance, capital markets, investment management, and strategic advisory roles across public and private companies. Most recently, he has served as an advisor to several large and middle-market organizations.

 

From 2012 to 2022, Mr. Pyatigorsky held senior leadership positions at Sun West Mortgage Company, Inc., a mortgage lender originating approximately $1 billion per month, serving first as Chief Financial Officer and Controller and subsequently as Chief Investment Officer. Before joining Sun West, he held leadership roles in capital markets, structured finance, corporate development, and corporate finance at prominent non-agency mortgage lenders, including New Century Financial Corporation and Option One Mortgage Corporation. Mr. Pyatigorsky has served as Chief Financial Officer of ResMac, Inc. since October 2023.

 

Throughout his career, Mr. Pyatigorsky has been responsible for financial reporting and controls, profit-and-loss and balance-sheet management, financial planning and analysis, budgeting and forecasting, risk management and hedging, capital and liquidity management, and the oversight of warehouse and credit facilities. He also has extensive experience structuring and negotiating securitization transactions totaling approximately $3 billion to $4 billion per quarter.

 

Mr. Pyatigorsky is a CFA charterholder. He earned a Bachelor of Science degree from California State University, Northridge, and a Master of Business Administration from the UCLA Anderson School of Management.

 

There are no arrangements or understandings between Mr. Pyatigorsky and any other person pursuant to which Mr. Pyatigorsky was appointed as Chief Financial Officer. There are no family relationships between Mr. Pyatigorsky and any director or executive officer of the Company. There are no transactions in which Mr. Pyatigorsky has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

In connection with Mr. Pyatigorsky’s appointment as Chief Financial Officer, the Company and Mr. Pyatigorsky entered into an Employment Agreement (the “CFO Employment Agreement”), effective August 10, 2026. Pursuant to the CFO Employment Agreement, Mr. Pyatigorsky’s is an at will employee, and Mr. Pyatigorsky will receive a base salary of $5,000 per month. Upon the listing of the Company’s common stock on a national securities exchange, Mr. Pyatigorsky’s base salary will increase to $10,000 per month.

 

The CFO Employment Agreement does not provide or promise any bonus, equity award, severance, or other compensation or benefit beyond the base salary, expense reimbursement, and indemnification and D&O insurance coverage on terms generally applicable to similarly situated officers.

 

The foregoing description of the CFO Employment Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In connection with Mr. Pyatigorsky’s appointment as Chief Financial Officer, Jimmy Chan resigned as the Company’s Chief Financial Officer. Mr. Chan’s resignation is limited to his position as Chief Financial Officer and does not constitute or effect his role as the Company’s Chief Executive Officer and Secretary.

 

Mr. Chan’s resignation as Chief Financial Officer was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

4
 

 

Item 7.01 Regulation FD Disclosure

 

On August 14, 2026, Nightfood Holdings, Inc. (the “Company”), issued a press release announcing updates to the Company’s board composition, appointment of a new Chief Financial Officer, and the implementation of standing board committees.

 

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 8.01. Other Events.

 

Formation of Board Committees

 

On the Effective Date, the Board approved the formation of the following standing committees of the Board: (i) an Audit Committee, (ii) a Compensation Committee, and (iii) a Nominating, Corporate Governance and Compliance Committee (collectively, the “Committees”). The formation of these Committees is intended to strengthen the Company’s corporate governance framework.

 

Audit Committee

 

The Board established an Audit Committee and appointed the following directors to serve as members:

 

Mr. Darren Kenney (Chair)
Mr. Christopher Dieterich
Mr. Ronald J. Stauber

 

In connection with the formation of the Audit Committee, the Board adopted a written charter for the Audit Committee, which sets forth the Audit Committee’s purpose, composition, authority, and responsibilities. A copy of the Audit Committee Charter is available on the Company’s website at https://www.nightfoodholdings.com/investor-relations/governance.

 

Compensation Committee

 

The Board established a Compensation Committee and appointed the following directors to serve as members:

 

Mr. Christopher Dieterich (Chair)
Mr. Ronald J. Stauber

 

The Compensation Committee is responsible for, among other things: (i) reviewing and approving, or recommending to the Board for approval, the compensation of the Company’s executive officers; (ii) overseeing the Company’s overall compensation philosophy, policies, and programs; (iii) administering the Company’s equity incentive plans; (iv) reviewing and recommending to the Board the compensation of the Company’s non-employee directors; and (v) reviewing and discussing with management the Company’s Compensation Discussion and Analysis required by SEC rules.

 

In connection with the formation of the Compensation Committee, the Board adopted a written charter for the Compensation Committee, which sets forth the Compensation Committee’s purpose, composition, authority, and responsibilities. A copy of the Compensation Committee Charter is available on the Company’s website at https://www.nightfoodholdings.com/investor-relations/governance.

 

Nominating, Corporate Governance and Compliance Committee

 

The Board established a Nominating, Corporate Governance and Compliance Committee and appointed the following directors to serve as members:

 

Mr. Ronald J. Stauber (Chair)
Mr. Christopher Dieterich

 

In connection with the formation of the Nominating, Corporate Governance and Compliance Committee, the Board adopted a written charter for the Nominating, Corporate Governance and Compliance Committee, which sets forth the Nominating, Corporate Governance and Committee’s purpose, composition, authority, and responsibilities. A copy of the Nominating, Corporate Governance and Compliance Committee Charter is available on the Company’s website at https://www.nightfoodholdings.com/investor-relations/governance.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
10.1   Independent Non-Employee Director and Committee Service Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Darren Kenney.
10.2   Standalone Nonqualified Stock Option Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Darren Kenney.
10.3   Independent Non-Employee Director and Committee Service Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Ronald J. Stauber.
10.4   Standalone Nonqualified Stock Option Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Ronald J. Stauber.
10.5   Settlement of Past Due Director Compensation and Stock Issuance Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Christopher Dieterich.
10.6   Independent Non-Employee Director and Committee Service Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Christopher Dieterich.
10.7   Standalone Nonqualified Stock Option Agreement, dated August 7, 2026, between the Nightfood Holdings, Inc., and Mr. Christopher Dieterich.
10.8   Employment Agreement, dated August 10, 2026, between Nightfood Holdings, Inc., and Yury Pyatigorsky.
99.1   Press Release dated August 14, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

5
 

 

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 thereunto duly authorized.

 

Date: August 14, 2026

 

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

 

6

 

 

Exhibit 99.1

 

Nightfood Holdings Updates Board Composition and Appoints New CFO

 

LOS ANGELES, August 14, 2026 — Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics (“TechForce” or the “Company”), today announced changes to its board of directors, executive leadership and the implementation of standing board committees. The actions were reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

 

These changes were made in furtherance of the Company’s listing application submitted to NASDAQ. The Company understands that there is no assurance that it will meet NASDAQ’s listing qualifications or that NASDAQ will even list the Company.

 

Effective Aug. 7, 2026, Lei Sonny Wang and Thomas Morse resigned from the board. Wang continues to serve as the Company’s Chief Revenue Officer. Neither resignation resulted from a disagreement with the Company. The board appointed Darren Kenney and Ronald J. Stauber as directors effective the same day. Kenney is an experienced CPA and licensed California real estate broker. Stauber is an attorney with experience in corporate governance, securities offerings, business combinations and financing.

 

Following these changes, the board consists of five directors. Based on the board’s independence and committee-eligibility determinations, three directors, Kenney, Stauber and Christopher Dieterich, are independent. The board also established three standing committees and adopted written charters:

 

Audit Committee: Darren Kenney (chair); Christopher Dieterich; and Ronald J. Stauber.
Compensation Committee: Christopher Dieterich (chair); and Ronald J. Stauber.
Nominating: Corporate Governance and Compliance Committee: Ronald J. Stauber (chair); and Christopher Dieterich.

 

Together with the board’s independent-director majority, these committee assignments meet the board and committee composition standards of the Nasdaq stock market.

 

On Aug. 10, 2026, the board appointed Yury Pyatigorsky as Chief Financial Officer. Jimmy Chan resigned from the Chief Financial Officer position and continues to serve as the Company’s Chief Executive Officer and Secretary.

 

Additional information is available in the Company’s Form 8-K and the committee charters posted on the Company’s corporate governance page.

 

About Nightfood Holdings, Inc. (OTCQB: NGTF)

 

Nightfood Holdings, Inc. is building an AI-powered enterprise robotics and automation platform focused on transforming how organizations automate physical operations. Through the development, acquisition, and commercialization of intelligent technologies, the Company is creating an integrated platform that combines autonomous robotics, artificial intelligence, software, and Robotics-as-a-Service (RaaS) to enable connected, intelligent workflows across commercial and industrial environments.

 

 
 

 

The Company’s strategy extends beyond individual robotic systems to developing the technology infrastructure that allows robots, AI, sensors, and enterprise software to operate as coordinated intelligent networks. By integrating hardware, software, and recurring service offerings, Nightfood seeks to accelerate enterprise adoption of autonomous automation while creating scalable, recurring revenue opportunities.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements regarding the Company’s anticipated uplisting to a national securities exchange, its ability to satisfy applicable listing requirements, and other future events and developments.

 

These forward-looking statements are based on management’s current expectations, estimates, projections, beliefs and assumptions. They are subject to significant risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. Forward-looking statements are often identified by words such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “intends,” “believes,” “targets,” “may,” “could,” “would,” “will,” “should,” “potential” and similar expressions.

 

Factors that could cause actual results to differ materially include the Company’s ability to satisfy applicable initial listing requirements, obtain required approvals, complete any related corporate actions and address other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. There can be no assurance that the Company will successfully complete an uplisting to a national securities exchange.

 

Forward-looking statements contained in this press release speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by applicable law.

 

Investor Relations & Media Relations & Corporate Communications Contacts

 

For more information on Nightfood Holdings, Inc. (OTCQB: NGTF), please visit www.nightfoodholdings.com.

 

Investor Relations

 

ir@nightfoodholdings.com

 

Media Relations

 

media@nightfoodholdings.com

 

Corporate Communications

 

Editor@InvestorBrandNetwork.com

 

IBN | Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000

 

 

 

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