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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. President and director Floco Ried Jordan reported a series of indirect open-market purchases of the company’s common stock made by his spouse. Across four transactions between March 9 and March 13, 2026, the spouse bought a total of 200,000 shares at prices around $0.0375 per share, reported as indirect ownership "By Spouse." A related footnote states that Jordan disclaims beneficial ownership of these securities except to the extent of his pecuniary interest. After these transactions, the filing shows 387,521 shares held indirectly by the spouse and a separate direct holding entry of 585,000 shares as of March 9, 2026.
Nightfood Holdings is registering up to 150,000,000 shares of common stock for resale by a single selling stockholder under an equity purchase agreement and a related warrant. The company will not receive proceeds from these resale transactions.
Nightfood, now doing business as TechForce Robotics, has 222,367,889 common shares outstanding as of this offering and operates a vertically integrated automation platform spanning service robots, AI-enabled hospitality solutions, custom foodservice packaging, and two recently acquired hotels in California. Recent transactions include a $25 million equity line, issuance of 6,000,000 warrant shares at $0.10, and senior secured promissory notes of $2.27 million and $1.175 million with 15% original issue discounts and 15% interest, both convertible at the lesser of $0.033 per share or market price. The company increased its authorized common stock from 200,000,000 to 900,000,000 shares and expanded its Series C preferred designation to 800,000 shares. Its CEO, Jimmy Chan, controls all Series A preferred stock, effectively giving him majority voting control, while auditors have previously highlighted substantial doubt about the company’s ability to continue as a going concern.
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 (DBA TechForce Robotics) reported its first meaningful operating revenue but remains deeply unprofitable and cash-constrained. For the three months ended December 31, 2025, revenue was $2,211,029 with a net loss of $4,288,320. For the six months, revenue reached $2,972,056 and the net loss was $7,983,855, significantly larger than the prior year.
Total assets jumped to $129,618,033 at December 31, 2025, driven by acquisitions of SWC Group (foodservice packaging) and two California hotels, adding goodwill of $95,686,177 and property and equipment of $24,115,897. The company now operates three segments: Foodservice Packaging Distribution, Robotics‑as‑a‑Service, and Hotel Operations, while its legacy snack and beverage line is fully discontinued.
Despite growth in scale, leverage and liquidity are major concerns. Total liabilities were $43,244,437, including mortgage notes of $19,391,473 (current and long‑term), convertible debt, and derivative liabilities of $3,190,262. Cash was only $347,338 with a working capital deficit of $20,103,065 and an accumulated deficit of $54,737,699. Management states there is substantial doubt about the company’s ability to continue as a going concern without additional financing.
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 Notification of Late Filing indicating it cannot submit its Form 10‑Q for the quarter ended December 31, 2025 by the original deadline without unreasonable effort or expense. The company states it expects to file this quarterly report no later than the fifth calendar day after the prescribed due date. The notification is signed by CEO Jimmy Chan, reflecting management’s acknowledgment of the timing issue and planned use of the standard short extension period.
Nightfood Holdings is registering up to 150,000,000 shares of common stock for resale by a selling stockholder under an equity purchase agreement and related warrant.
The company will not receive proceeds from these resale transactions, though it may receive cash if the 6,000,000-share warrant is exercised at $0.10 per share. Nightfood, now doing business as TechForce Robotics, has built a vertically integrated hospitality automation platform spanning service robots, AI-enabled systems and custom foodservice packaging, supported by two recently acquired hotel properties.
As of this offering, 213,367,889 common shares are outstanding. Recent activity includes large hospitality acquisitions using Series C preferred stock, two secured convertible notes with Mast Hill Fund, a change of auditor, full conversion of Series B preferred into common, an increase in authorized common stock to 900,000,000 shares, and expansion of authorized Series C preferred. The CEO holds all Series A preferred, giving him voting control over the company. Key risks include emerging-market uncertainty in service robotics, high capital needs, reliance on third-party manufacturing, potential dilution from financing arrangements, and volatile OTCQB trading in a penny-stock security.