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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): September 30, 2025
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
1.01. Entry into a Material Definitive Agreement.
The
disclosure in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
September 30, 2025, Nightfood Holdings, Inc. (“NGTF” or the “Company”), Treasure Mountain Holdings, LLC, a California
limited liability company d/b/a Hilton Garden Inn (“Treasure Mountain”), SBZ Industry Investment Inc., a California corporation,
Xu Shunping, and Xu Lian (each a “Seller” and, collectively the “Sellers”), entered into a share exchange agreement
(the “Agreement”) whereby the Company will acquire Treasure Mountain from the Sellers. Pursuant to the terms of the Agreement,
the Company purchased 100% of the issued and outstanding membership interests (the “Membership Interest”) of Treasure Mountain
from the Sellers determining Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure
Mountain, an amount not exceeding $10,500,000, the purchase price was $42,280,080 and a potential earnout of up to an additional $4,800,000
(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares of
the Company’s Series C Convertible Preferred Stock (the “Exchange Shares”). Each of the Exchange Shares is convertible
into 6,000 shares of the Company’s common stock. In addition, subject to certain post-closing milestones, the Sellers can acquire
an additional 20,000 shares of Series C Convertible Preferred Stock (the “Earnout Shares”). The milestones required to acquire
the Earnout Shares are as follows; (i) the completion and buildout of five new guestrooms; and (ii) receipt of a certificate of occupancy
and any other permits or approvals necessary with respect to such five additional guest rooms, on or before December 31, 2027. Additionally,
on the Closing Date, the Company’s working capital shall be $100,000 in cash. The transactions contemplated by the Agreement were
consummated on September 30, 2025 (the “Closing Date”).
The
Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 2.01 is incorporated herein by reference into this Item 3.02. In connection with the issuance of the Exchange
Shares, The Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended,
for transactions not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 2.1* |
|
Share Exchange Agreement dated September 30, 2025. |
| 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 its behalf by
the undersigned thereunto duly authorized.
Date:
October 6, 2025
| |
NIGHTFOOD
HOLDINGS, INC. |
| |
|
| |
By: |
/s/
JIMMY CHAN |
| |
Name: |
Jimmy
Chan |
| |
Title: |
Chief
Executive Officer |
