[8-K] NightFood Holdings, Inc. Reports Material Event
Rhea-AI Filing Summary
Nightfood Holdings, Inc., through its wholly owned subsidiary TechForce Robotics, acquired all intellectual property for the Beer Bot and BIM-E autonomous beverage robotics platform from inventor Christopher Erpelding in exchange for 7,000,000 restricted shares of its common stock. The transaction consolidates patents, software, trade secrets, and related technology under company ownership to support commercialization and future strategic activity.
Concurrently, the seller became TechForce’s Chief Mechatronics Architect under an employment agreement with a $100,000 annual salary and performance-based equity incentives. Each $5,000,000 trailing twelve-month revenue milestone from BIM-E can earn warrants to purchase 10,000,000 shares at $0.04, up to $50,000,000 in cumulative TTM revenue and 100,000,000 warrants. Management highlights this as aligning founder compensation with revenue growth and supporting plans to scale manufacturing and deployment following BIM-E’s CES 2026 debut.
Positive
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Insights
All-stock IP acquisition with large, revenue-tied warrant incentives.
Nightfood Holdings has secured full ownership of the Beer Bot/BIM-E robotics IP for
The linked employment agreement pays the inventor a
The impact for shareholders will depend on whether BIM-E reaches the disclosed revenue milestones and triggers warrant issuance. Subsequent company disclosures covering commercialization progress and revenue from BIM-E after its CES
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
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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):
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Item 1.01 Entry into Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 17, 2026, Nightfood Holdings, Inc. (the “Company”), wholly owned subsidiary, TechForce Robotics, Inc. (“TechForce”), entered into and closed an Asset Purchase and IP Assignment Agreement (the “Agreement”) with Christopher Erpelding (the “Seller”). Pursuant to the Agreement, TechForce purchased all pre-existing intellectual property, including but not limited to patents, software and trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the purchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce and the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the intellectual property related to the Purchased Assets (as defined in the Agreement) were transferred to TechForce.
In connection with the Agreement, TechForce entered into an employment agreement (the “Employment Agreement”) with the Seller. The Seller will serve as TechForce’s Chief Mechatronics Architect and will be paid an annual salary of $100,000. Pursuant to the Employment Agreement, the Seller is eligible to receive performance-based equity or equity-linked awards. The performance-based awards are triggered by the achievement of incremental trailing twelve-month (“TTM”) revenue milestones. Each $5,000,000 TTM revenue milestone unlocks an award of warrants to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share (the “TTM Warrants”). At the $10,000,000 TTM revenue milestone, the Seller will be entitled to 20,000,000 TTM Warrants. The total TTM revenue milestone will not exceed $50,000,000 in cumulative TTM revenue and 100,000,000 TTM Warrants. The Seller is also eligible to participate in a discretionary bonus, incentive, or commission programs. In Addition, the Seller is subject to a “work made for hire” provision, whereby, any Work Product (as defined in the Employment Agreement) is owned by the Company and the Seller irrevocably assigns to the Company all right, title and interest in any such Work Product.
The Asset Purchase and IP Assignment Agreement, Intellectual Property Assignment Confirmation and Employment Agreement are being filed as exhibits to this Current Report on Form 8-K and are 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 and IP Assignment Agreement, Intellectual Property Assignment Confirmation and Employment Agreement, which are filed herewith as Exhibits 10.1, 10.2 and 10.3 respectively.
7.01 Regulation FD Disclosure.
On February 19, 2026, the Company issued a press release announcing the acquisition of the Beer Bot platform and related intellectual property, and the Employment Agreement with the Seller.
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 | Asset Purchase and IP Assignment Agreement dated February 17, 2026, between TechForce Robotics, Inc., and Christopher Erpelding. | |
| 10.2 | Intellectual Property Assignment Confirmation dated February 17, 2026, between TechForce Robotics, Inc., and Christopher Erpelding. | |
| 10.3 | Employment Agreement dated February 17, 2026, between TechForce Robotics, Inc., and Christopher Erpelding. | |
| 99.1 | Press Release dated February 19, 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: February 19, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Nightfood Holdings (NGTF) Secures Full Ownership of BIM-E Intellectual Property Following Successful CES Debut; Aligns Founder Compensation with Revenue Milestones
Temecula, California – February 19, 2026 - Nightfood Holdings, Inc. doing business as TechForce Robotics (OTC: NGTF) today announced that following the debut of its BIM-E Autonomous Beverage Robotics Platform at CES 2026 in Las Vegas, the Company has completed the acquisition of the platform’s comprehensive intellectual property and formalized a performance-based employment structure with the platform’s original inventor.
On February 17, 2026, the Company’s wholly-owned subsidiary, TechForce Robotics, Inc., entered into an Asset Purchase and Intellectual Property Assignment Agreement with Christopher Erpelding, securing full ownership of all pre-existing intellectual property related to Beer Bot and its evolved platform, BIM-E. The transaction consolidates patents, source code, firmware, engineering documentation, AI models, trade secrets, and related technology assets under Company ownership, providing clear chain-of-title for commercialization, regulatory compliance, and future strategic transactions.
Management believes the acquisition strengthens the Company’s intellectual property position as it moves toward production scaling and broader market deployment.
Performance-Based Founder Alignment
Concurrent with the IP acquisition, Mr. Erpelding has entered into an Employment Agreement as Chief Mechatronics Architect. His compensation structure is performance-driven and directly tied to revenue generation from the BIM-E platform and its derivative technologies.
Under the agreement:
| ● | Equity-linked awards are earned incrementally based on defined Trailing-Twelve-Month (TTM) revenue milestones. | |
| ● | Each $5 million revenue milestone unlocks a proportional warrant award. | |
| ● | The total performance opportunity scales up to $50 million in cumulative TTM revenue. |
This structure ensures that long-term equity participation is earned through measurable commercial performance, aligning management, engineering leadership, and shareholder interests.
Scaling Operations Following CES Validation
The Company reported increased industry engagement during CES 2026, reinforcing confidence in BIM-E’s commercial viability. In response, Nightfood Holdings has initiated steps to:
| ● | Ramp manufacturing readiness | |
| ● | Expand engineering and robotics development teams | |
| ● | Recruit specialized automation and AI talent | |
| ● | Evaluate potential strategic technology acquisitions and merger opportunities |
Management stated that operational teams are actively working to position the Company for responsible scaling and sustained growth.
Management Commentary
“The success at CES validated both our technology and our commercialization strategy,” said Ried Floco, President of TechForce Robotics. “With full intellectual property ownership secured and a performance-based incentive structure in place, we believe we are well-positioned to execute on production expansion and long-term value creation.”
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is an emerging robotics company focused on deploying AI-Enhanced automation across multiple industries. Hospitality is the Company’s initial sector of entry, where its Robotics-as-a-Service (RaaS) platform addresses repetitive, labor-intensive, and operationally constrained tasks. Nightfood’s long-term vision is to expand into additional verticals requiring similar automation solutions, delivering scalable robotics that improve efficiency, reliability, and revenue generation.
Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information. This information and these statements, which can be identified by the fact that they do not relate strictly to historical or current facts, are made as of the date of this press release or as of the date of the effective date of information described in this press release, as applicable. The forward-looking statements herein relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “envisages,” “assumes,” “intends,” “strategy,” “goals,” “objectives” or variations thereof or stating that certain action events or results “may,” “can,” “could,” “would,” “might,” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) and include, without limitation, statements with respect to projected financial targets that the Company is looking to achieve. All forward-looking statements are based on current beliefs as well as various assumptions made by and information currently available to the Company’s management team. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution any person reviewing this press release not to place undue reliance on these forward-looking statements as several important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions, and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Company or on behalf of the Company except as may be required by law.
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