Nightfood acquires Treasure Mountain hotel operator

Nightfood Holdings, Inc. completed the acquisition of Treasure Mountain Holdings, LLC, which does business as a Hilton Garden Inn, through a share exchange on September 30, 2025.

Rhea-AI Filing Summary

Nightfood Holdings, Inc. completed the acquisition of Treasure Mountain Holdings, LLC, which does business as a Hilton Garden Inn, through a share exchange on September 30, 2025. The deal values Treasure Mountain at $52,780,080, with a purchase price of $42,280,080 and a potential earnout of up to $4,800,000.

The purchase price was paid in 176,167 shares of Series C Convertible Preferred Stock, each convertible into 6,000 shares of common stock, with up to 20,000 additional preferred shares issuable if post-closing milestones are met. These milestones include completing and building out five new guestrooms and obtaining all required occupancy permits by December 31, 2027. The company also committed to having $100,000 in cash working capital at closing and relied on a private offering exemption for the unregistered equity issuance.

Insights

M&A and capital structure analyst

Nightfood acquires a Hilton Garden Inn operator using preferred stock with potential earnout-based expansion.

Nightfood Holdings agreed to acquire all membership interests of Treasure Mountain Holdings, LLC, valuing the business at $52,780,080. The stated purchase price is $42,280,080, with up to an additional $4,800,000 earnout tied to property expansion milestones.

Consideration consists of 176,167 shares of Series C Convertible Preferred Stock, each convertible into 6,000 common shares, plus up to 20,000 additional preferred shares if milestones are achieved. This structure shifts cash outlay into equity, while the Agreement includes customary representations, warranties, covenants, and indemnities.

The earnout depends on completing five new guestrooms and obtaining a certificate of occupancy and other required approvals by December 31, 2027. The company also targeted working capital of $100,000 in cash at closing. The equity issuance relied on Section 4(a)(2) of the Securities Act, indicating a non-public transaction.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What acquisition did NGTF complete according to this 8-K filing?

Nightfood Holdings, Inc. completed a share exchange to acquire 100% of the membership interests in Treasure Mountain Holdings, LLC, a California limited liability company that does business as a Hilton Garden Inn, with the transaction closing on September 30, 2025.

What was the purchase price and valuation for Treasure Mountain in NGTF’s deal?

The agreement values Treasure Mountain’s enterprise at $52,780,080. The purchase price is $42,280,080, with a potential additional earnout of up to $4,800,000, depending on specified post-closing milestones tied to hotel room expansion and regulatory approvals.

How did Nightfood (NGTF) pay for the Treasure Mountain acquisition?

Nightfood paid the purchase price by issuing 176,167 shares of its Series C Convertible Preferred Stock to the sellers. Each preferred share is convertible into 6,000 shares of Nightfood common stock, making the consideration entirely equity-based rather than cash-based.

What earnout terms are included in NGTF’s Treasure Mountain acquisition?

The sellers may receive up to 20,000 additional Series C Convertible Preferred Stock shares as earnout. To qualify, they must complete and build out five new guestrooms and obtain a certificate of occupancy and required permits for these rooms on or before December 31, 2027.

Did Nightfood register the shares issued in the Treasure Mountain acquisition?

The shares of Series C Convertible Preferred Stock issued as consideration were not registered under the Securities Act. Nightfood relied on the exemption from registration provided by Section 4(a)(2) for transactions that do not involve a public offering.

What working capital condition applied at closing of NGTF’s acquisition?

At the closing date of the transaction, the agreement required that Nightfood’s working capital include $100,000 in cash. This cash level serves as a specific condition of the closing arrangements alongside the equity consideration and earnout structure.

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

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Accepted by SEC EDGAR 10/06/2025 - 02:17 PM Learn about SEC filing dates

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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.

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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

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