Every 8-K that Nightfood Hldgs (NGTF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NGTF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NGTF filings page.
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.
Nightfood Holdings, Inc. entered a non-binding Letter of Intent to acquire 51% of Jiun Jiang Enterprise Co., Ltd. in an all-stock share exchange. JJ Enterprise, a Taiwan-based semiconductor automation and advanced manufacturing company, would become a majority-owned operating subsidiary if the transaction closes.
Under the LOI, initial consideration is based on JJ Enterprise achieving an approximately $20 million annual revenue run rate, implying about $100 million in enterprise value and a 51% equity value of about $51 million, all payable in Nightfood common stock. Additional stock-based earnouts would be tied to higher audited revenue milestones, with implied enterprise values ranging from approximately $250 million at $50 million in audited annual revenue up to approximately $1.2 billion at $400 million.
The structure relies on audited U.S. GAAP financials reviewed by a PCAOB-registered accounting firm, and closing is conditioned on due diligence, definitive agreements, required approvals, completion of PCAOB-compliant audits, and Nightfood’s successful uplisting to a U.S. national securities exchange. The company also discloses management objectives for the combined platform to generate approximately $770 million in cumulative revenue over the first five years after closing while targeting EBITDA margins above 25%, but emphasizes there is no assurance the transaction will be completed or that these objectives will be achieved.
Nightfood Holdings, doing business as TechForce Robotics, has entered into a strategic Supply Agreement with Taiwan-based Jiun Jiang Enterprise to manufacture and co-develop high-precision robotic systems. TechForce will define product requirements, while Jiun Jiang provides semiconductor-grade manufacturing, engineering support, and testing under TechForce’s specifications and quality standards.
TechForce will own the finished products and related intellectual property, aside from Jiun Jiang’s pre-existing rights. Each party grants the other limited, fully paid-up licenses needed to design, manufacture, distribute, and use the robotic systems. The Agreement runs for an initial three-year term with automatic one-year renewals and supports TechForce’s expansion into AI-enhanced automation across semiconductor, AI infrastructure, pharmaceutical, and laboratory markets. The company also issued a press release describing the alliance, furnished under a Regulation FD disclosure.
Nightfood Holdings, Inc., operating as TechForce Robotics, entered into a strategic Supply Agreement with NUWA Robotics and Hon Hai Precision Industry (Foxconn) on April 11, 2026. The deal moves TechForce from pilot programs toward large-scale commercial deployment of its robotic systems.
Under the agreement, TechForce defines commercial requirements and product vision, NUWA handles engineering development and system integration, and Foxconn manufactures, tests and delivers the robots. TechForce retains exclusive ownership of product-related intellectual property, while each party keeps its pre-existing IP and grants limited licenses needed to design, build and use the products.
The Agreement runs for an initial two-year term with automatic one-year renewals and requires the purchaser to advance 100% of required payments before Foxconn buys materials and begins production. A press release on April 16, 2026 highlighted that pilots have been completed, unit economics refined, and market demand is increasing as TechForce prepares to scale commercial deployment.
Nightfood Holdings, Inc., doing business as TechForce Robotics, entered a Joint Development, Manufacturing and Licensing Agreement with Oncotelic Therapeutics to co-develop AI-enabled, GMP-compliant robotic systems for pharmaceutical and related manufacturing environments.
Through TechForce and Oncotelic’s combined robotics, automation and AI-pharmaceutical expertise, the collaboration will cover the full product lifecycle from design through commercial deployment. The parties will share development funding under written statements of work and make milestone payments once jointly verified milestones are achieved.
The agreement allocates intellectual property so that AI-related foreground IP, including improvements to Oncotelic’s PDAOAI platform, is owned by Oncotelic, TechForce owns robotic hardware it develops, jointly created IP is jointly owned and all product data is owned by Nightfood. A separate commercialization and licensing agreement will define revenue sharing, royalties and RaaS terms before the first commercial sale. The agreement runs for an initial one-year term and automatically renews for successive five-year periods unless terminated.
Nightfood Holdings, Inc. entered into a Securities Purchase Agreement with Mast Hill Fund, L.P. under which it issued a senior secured promissory note with an aggregate principal amount of $1,176,470.58. The note was sold at a 15% original issue discount, providing the company with $1,000,000 in net proceeds before transaction expenses.
The note matures in twelve months and bears interest at 15% per year, with additional interest provisions. It is convertible at any time into common stock at a price equal to the lesser of $0.033 per share or the defined Market Price, subject to standard anti-dilution adjustments. Existing security, pledge, and guarantee agreements were amended to include this new note, and the securities were issued in a private placement under Section 4(a)(2) and Rule 506(b).
Nightfood Holdings, Inc., doing business as TechForce Robotics, filed a Form 8-K to share a press release about its Form 10-Q for the period ended December 31, 2025. The company describes this as a transformational period in which it put core infrastructure in place to support long-term revenue growth and scalable deployment of its AI-driven service robots in hospitality settings.
Management highlights platform buildout, initial revenue across three segments, and strategic expansion through acquisitions that vertically integrate hotel operations with its Robotics-as-a-Service model. The company’s focus now turns to disciplined execution, technology enhancement, and further growth in hospitality and related industries.
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.
Nightfood Holdings, Inc. filed a current report describing the installation of its autonomous logistics robot, named Things in Motion – Everywhere (-E), at the Homewood Suites in Del Mar, California. The company announced this development through a press release that is furnished as an exhibit to the report.
The disclosure is provided under Regulation FD, meaning it is intended to share material information broadly with the market. The press release itself is not treated as filed for liability purposes and will only be incorporated into other securities filings if specifically referenced in the future.
Nightfood Holdings, Inc. filed an amended current report to add detailed financial information related to its previously reported acquisition of Victorville Treasure Holdings, LLC. The amendment supplies audited financial statements for 2023 and 2024, unaudited interim financials for the six months ended June 30, 2025 and 2024, and unaudited pro forma combined financial statements.
These materials are provided as Exhibits 99.1, 99.2, and 99.3 and are incorporated by reference, giving investors a clearer view of Victorville Treasure’s historical results and how the acquisition affects Nightfood’s combined financial position.
Nightfood Holdings, Inc. filed a current report describing a press release about its new beverage dispensing robotic system, called Beverages in Motion – Everywhere (-E). The company highlighted that this proprietary system served more than 5,000 drinks during its debut at the CES 2026 trade show, demonstrating initial usage and engagement at a major technology event.
The press release is attached as Exhibit 99.1, and the company states this information is being furnished under Regulation FD and is not deemed filed or incorporated by reference into other securities law filings unless specifically referenced.
Nightfood Holdings, Inc. filed an amended current report to update disclosure about its acquisition of Treasure Mountain Holdings, LLC, which operates a Hilton Garden Inn in Rancho Mirage. This 8-K/A adds financial details for the acquired business that were omitted from the original October 6, 2025 report.
The amendment files audited financial statements of Treasure Mountain for the years ended December 31, 2024 and 2023, unaudited financial statements for the nine months ended September 30, 2025 and 2024, and unaudited pro forma condensed combined financial statements for the year ended June 30, 2025 and the three months ended September 30, 2025 as exhibits. These statements show how the hotel business and Nightfood’s results would look on a combined basis.
Nightfood Holdings, Inc. entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., issuing a senior secured promissory note with an aggregate principal amount of $1,175,000 at a 15% original issue discount. This structure provides net cash proceeds of $998,750 to the company, before transaction-related expenses.
The note matures in twelve months and carries a 15% annual interest rate, with additional interest provisions. It is convertible at any time from the issue date into common stock at the lesser of $0.033 per share or the defined Market Price, subject to standard anti-dilution adjustments.
Existing security, pledge, and guarantee agreements with multiple Nightfood affiliates and related parties were amended to include this new note, reinforcing the secured nature of the debt. The securities were issued in a private placement under Section 4(a)(2) and Rule 506(b), and the common shares issuable upon conversion are unregistered and subject to resale restrictions absent registration or an exemption.
Nightfood Holdings, Inc. reported that it plans to launch a manufacturing expansion initiative to onboard a significantly larger, globally scaled manufacturing partner. The goal is to ensure the company can support projected increases in customer demand across enterprise, franchise, and multi-location deployments beginning in 2026. This update was shared through a press release that is furnished as an exhibit to the report and is not treated as filed financial information.
Nightfood Holdings, Inc. reported that it will participate in CES 2026, held January 6–9 in Las Vegas, Nevada. The company plans to host booth 6911, where attendees can see live demonstrations and speak with its team about product capabilities, deployment options, and ordering opportunities.
The company describes CES as a global event for tech innovation, covering AI, digital health, mobility, and future technology with major keynotes, product launches, and networking for industry professionals. The related press release is furnished as Exhibit 99.1, and this information is being furnished, not filed, under Regulation FD.
Nightfood Holdings, Inc. reported that it has developed an internal technology platform called Beverage Bot, aimed at helping large-scale venues handle two key operational issues. The system is designed to reduce long service wait times and address lost revenue that can occur when venues do not have enough staff during peak demand periods. Beverage Bot is presented as a tool to improve how drinks are ordered and served in high-traffic environments.
The company shared these details in a press release, which is attached as an exhibit. This update focuses on the technology’s intended operational benefits for venues rather than on financial results or transactions.
Nightfood Holdings, Inc. disclosed that it has amended the Certificate of Designation for its Series C Convertible Preferred Stock. The company increased the number of shares designated as Series C Preferred Stock from 500,000 to 800,000, effective upon filing the amended certificate. The board of directors unanimously approved this change, and the company stated that no other material changes were made to the terms, preferences, rights, or limitations of the Series C Preferred Stock. The amendment is included as an exhibit to the report for reference.
Nightfood Holdings, Inc. reported that it issued a shareholder press release on November 20, 2025 detailing its quarterly results and operational progress for the period ended September 30, 2025. The company is using this current report on Form 8-K to make that information broadly available under Regulation FD, which is designed to ensure fair disclosure to all investors. The press release is provided as an exhibit to the filing but is furnished rather than filed, meaning it is not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.
Nightfood Holdings, Inc. (NGTF) reported that it amended its Articles of Incorporation on November 19, 2025. The amendment increases the company’s authorized common stock, par value $0.001 per share, from 200,000,000 to 900,000,000 shares. This change expands the maximum number of common shares the company is permitted to issue in the future but does not itself issue any new shares.
The amendment was unanimously approved by the board of directors and also approved by the holder of the Series A Super Voting Preferred Stock, which has a majority of the company’s voting power. The amendment is filed as Exhibit 3.1 to this report and is incorporated by reference.
Nightfood Holdings, Inc. (NGTF) changed its independent auditor. On October 28, 2025, the company dismissed Fruci & Associates II, PLLC and engaged TAAD, LLP as its new independent registered public accounting firm, a move approved by the board acting as the audit committee.
Fruci’s reports on the financial statements for the fiscal years ended June 30, 2025 and June 30, 2024 contained an emphasis regarding substantial doubt about the company’s ability to continue as a going concern, but otherwise were not adverse and not qualified as to audit scope or accounting principles. The company reports no disagreements with Fruci and no reportable events during the stated periods. Nightfood requested Fruci to provide a letter to the SEC, dated October 31, 2025, filed as Exhibit 16.1. The company also states it did not consult TAAD on accounting or audit opinions prior to the engagement.
Nightfood Holdings (NGTF) amended the Certificate of Designation for its Series B Preferred Stock. Effective upon filing on October 30, 2025, conversion of all outstanding Series B can be carried out with the vote or written consent of holders owning at least 50.1% of the Series B. Each Series B share is now convertible into 8,366 shares of common stock.
Previously, each holder could, at their option, convert Series B into common stock and warrants until March 31, 2026. The board unanimously approved the amendment, and a majority stockholder of the Series B approved it as well. The company states no other material changes to the Series B terms.
Nightfood Holdings (NGTF) entered a financing agreement, issuing a senior secured promissory note with a principal amount of $2,270,000 to Mast Hill Fund, L.P. The note carries a 15% original issue discount, resulting in $1,929,500 in net proceeds to the company after transaction-related withholdings. It bears 15% annual interest and matures in 12 months.
The note is convertible at any time at the lesser of $0.033 per share or the defined Market Price, with customary adjustments for corporate actions. To secure the obligation, Nightfood amended its existing Security Agreement, Pledge Agreement, and Guarantee to incorporate the new note and related collateral arrangements.
Nightfood Holdings entered an Equity Purchase Agreement with Mast Hill Fund to sell, from time to time, up to $25 million of newly issued common stock in a private placement, with pricing based on an Initial Purchase Price defined in the agreement. The company plans to use any net proceeds for working capital and general corporate purposes.
Nightfood issued a warrant to purchase 6,000,000 shares at $0.10 per share, immediately exercisable and expiring five years from issuance. The company agreed not to enter a Variable Rate Transaction or Equity Line of Credit without the investor’s consent until the later of 18 months or termination, and granted the investor an offer right for at least 20% of any Subsequent Placement. The securities were issued under Section 4(a)(2). Nightfood will file a Form S-1 within 60 days to register the maximum number of registrable securities and use commercially reasonable efforts to have it declared effective within 90 days of filing.
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.
Nightfood Holdings, Inc. filed Amendment No. 3 to a previously reported Form 8-K to add financial information that had been omitted under the allowed timing rules. The amendment supplies audited financial statements for SWC Group, Inc. d/b/a CarryOutSupplies.com for the years ended June 30, 2024 and 2023, along with the related auditor consent from Fruci & Associates II, PLLC. The update is presented as an exhibit-only change, with no new business developments described.