NGTF 8-K
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On April 11, 2025, Nightfood Holdings, Inc. (“NGTF” or the “Company”) entered into a letter agreement (“Letter Agreement”) with respect to: (a) that certain convertible promissory note in the original principal amount of $65,000 issued to Fourth Man, LLC, a Nevada limited liability company (the “Holder”) on June 29, 2023, as amended February 1, 2024 and July 22, 2024 (“June 2023 Note”); (b) that certain convertible promissory note in the original principal amount of $60,000 issued to the Holder on August 28, 2023, as amended February 1, 2024 and July 22, 2024 (“August 2023 Note,” together with the June 2023 Note, the “Notes”); and (c) that certain waiver letter dated July 22, 2024 between the Holder and the Company (the “July 2024 Waiver”). Capitalized terms used in this Current Report on Form 8-K (this “Report”) but not otherwise defined have the meaning set forth in the Notes. The Letter Agreement provided for the following:
1. As of February 1, 2025 (the “Effective Date”), the first sentence of Section 1.2(a) (Calculation of Conversion Price) of each of the Notes is deleted and replaced in its entirety with the following:
“The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal $0.033 (the “Fixed Price”), provided, however, that if the Common Stock is listed for trading on an Exchange on the respective Conversion Date, then the Conversion Price on such respective Conversion Date shall equal the lesser of (i) the Fixed Price or (ii) the Market Price (as defined in this Note), in each case subject to adjustment as provided in this Note. “Exchange” shall mean any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), NYSE American, or any successor to the aforementioned markets. “Market Price” shall mean the lowest one (1) VWAP (as defined in this Note) of the Common Stock during the five (5) Trading Days immediately preceding the respective Conversion Date. “VWAP” shall mean the lower of the (i) dollar volume-weighted average price for such security on the Exchange during Regular Trading Hours (as defined in this Note), (ii) dollar volume-weighted average price for such security on the Exchange during the pre-market period prior to Regular Trading Hours, or (iii) dollar volume-weighted average price for such security on the Exchange during the after-market period after Regular Trading Hours, in each case as reported by Quotestream or other similar quotation service provider designated by the Holder. “Regular Trading Hours” shall mean “regular trading hours” as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws.”
2. As of the Effective Date, the Principal Amount on the June 2023 Note is (a) increased from $65,000 to $108,650 and (b) increased from $60,000 to $102,600 for the August 2023 Note.
3. As of the Effective Date, the Maturity Dates of the Notes are changed from January 23, 2025 to November 1, 2025.
4. As of the Effective Date, the Effective Period (as defined in the July 2024 Waiver) is amended to the period commencing on the Effective Date and expiring on November 1, 2025.
5. Pursuant to the July 2024 Waiver, the Company was permitted to request an extension of the Maturity Date of January 23, 2025, if made prior to such date. Effective as of April 10, 2025, the Holder agreed to waive any breach and/or Event of Default of the Notes that has occurred under Section 3.1 on or prior to the Effective Date as a result of the Company requesting, and obtaining extension of the Maturity Date after January 23, 2025.
The above is a summary of the Letter Agreement only and is qualified in its entirety by reference to the Letter Agreement filed to this Report as Exhibit 10.1.
Item 7.01 Regulation FD Disclosure.
On April 8, 2025, the Company issued a press release announcing the execution of a non-binding Letter of Intent to acquire the assets of Victorville Treasure Holdings, LLC, the owner and operator of a 155-room hotel in Victorville, California. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, 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 of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On April 8, 2025, the Company entered into a non-binding Letter of Intent (“LOI”) with Victorville Treasure Holdings, LLC, pursuant to which the Company proposes to acquire the assets of a 155-room hotel property located in Victorville, California, in a transaction valued at approximately $41 million.
After accounting for an existing $10 million mortgage on the property, the net purchase price of approximately $31 million is expected to be paid in shares of the Company’s Series C Convertible Preferred Stock, to be issued as part of a 100% share exchange intended to qualify as a tax-free reorganization under Section 368(b) of the Internal Revenue Code.
The LOI also provides for a performance-based earnout of up to $5 million, payable in additional shares of Series C Preferred Stock, contingent upon the successful achievement of two milestones: (i) the launch of a new gym facility with at least 50 enrolled members, and (ii) a minimum of 30 days of operation under the Courtyard by Marriott® brand.
The LOI includes a 30-day due diligence period and a 180-day exclusivity period. The closing of the transaction is subject to the delivery by the seller of two years of audited financial statements prepared in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), as well as the Company obtaining approval to uplist its securities to a national securities exchange.
Although the LOI outlines the preliminary terms of the proposed transaction, it is non-binding, and there can be no assurance that a definitive agreement will be executed or that the transaction will be completed on the terms described herein, or at all.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement between the Company and Fourth Man, LLC. | |
| 99.1 | Press Release dated April 8, 2025. | |
| 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 behalf of the undersigned hereunto duly authorized.
Date: April 14, 2025
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Fourth Man, LLC
21520 Yorba Linda Blvd., Suite G PMB 335
Yorba Linda, CA 92887
April 11, 2025
Nightfood Holdings, Inc.
520 White Plains Road, Suite 500
Tarrytown, NY 10591
| RE: | Amendment No. 3 to the June 2023 Note and August 2023 Note (the “Amendment”) |
To whom it may concern:
Reference is made to that (a) certain convertible promissory note originally in the principal amount of $65,000 issued on June 29, 2023, as amended February 1, 2024 and July 22, 2024 (“June 2023 Note”) and that certain convertible promissory note originally in the principal amount of $60,000 issued on August 28, 2023, as amended February 1, 2024 and July 22, 2024 (“August 2023 Note,” together with the June 2023 Note, the “Notes”) by Nightfood Holdings, Inc., a Nevada corporation (the “Company”) to Fourth Man, LLC, a Nevada limited liability company (the “Holder”) and (b) that certain waiver letter dated July 22, 2024 between the Holder and the Company (the “July 2024 Waiver”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notes.
Pursuant to Section 4.3 of the Notes, the Holder and the Company hereby agree to amend the Notes effective as of February 1, 2025 (the “Effective Date”) as follows:
| 1. | In each of the Notes, the first sentence of Section 1.2(a) (Calculation of Conversion Price) shall be deleted and replaced in its entirety with the following: |
“The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal $0.033 (the “Fixed Price”), provided, however, that if the Common Stock is listed for trading on an Exchange on the respective Conversion Date, then the Conversion Price on such respective Conversion Date shall equal the lesser of (i) the Fixed Price or (ii) the Market Price (as defined in this Note), in each case subject to adjustment as provided in this Note. “Exchange” shall mean any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), NYSE American, or any successor to the aforementioned markets. “Market Price” shall mean the lowest one (1) VWAP (as defined in this Note) of the Common Stock during the five (5) Trading Days immediately preceding the respective Conversion Date. “VWAP” shall mean the lower of the (i) dollar volume-weighted average price for such security on the Exchange during Regular Trading Hours (as defined in this Note), (ii) dollar volume-weighted average price for such security on the Exchange during the pre-market period prior to Regular Trading Hours, or (iii) dollar volume-weighted average price for such security on the Exchange during the after-market period after Regular Trading Hours, in each case as reported by Quotestream or other similar quotation service provider designated by the Holder. “Regular Trading Hours” shall mean “regular trading hours” as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws.”
| 2. | In exchange for the Holder’s execution of this Amendment, the principal amount of the June 2023 Note is hereby increased by $30,000, and after the effect of such increase, the principal balance of the June 2023 Note as of the date of this Amendment is $108,650. In exchange for the Holder’s execution of this Amendment, the principal amount of the June 2023 Note is hereby increased by $30,000, and after the effect of such increase, the principal balance of the August 2023 Note as of the date of this Amendment is $102,600. |
| 3. | The Maturity Date of the Notes are hereby amended from January 23, 2025 to November 1, 2025. |
| 4. | The Effective Period (as defined in the July 2024 Waiver) is hereby amended to the period commencing on February 1, 2025 and expiring on November 1, 2025. |
| 5. | Section 4.6 of the August 2023 Note shall apply to this Amendment. |
Further, pursuant to the July 2024 Waiver, the Company was permitted to request an extension of the Maturity Date of January 23, 2025, if made prior to such date. The Holder hereby agrees to waive any Event of Default of the Notes that has occurred under Section 3.1 on or prior to the Effective Date as a result of the Company failing to obtain such extension of the Maturity Date after January 23, 2025.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Notes. Except as specifically modified hereby, all of the provisions of the Notes, which are not in conflict with the terms of this Amendment, shall remain in full force and effect. By signing below, the parties hereby consent and agree to the aforementioned amendments and limited waiver.
Very truly yours,
FOURTH MAN, LLC
| By: | /s/ Edward Deese | |
| Name: | Edward Deese | |
| Title: | Manager |
AGREED AND ACKNOWLEDGED:
NIGHTFOOD HOLDINGS, INC.
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer |
Exhibit 99.1
Nightfood Holdings (OTCQB: NGTF) Signs $41M LOI to Acquire Victorville Hotel as Model Property for Robotics-Enabled Hospitality
Deal marks major step in NGTF’s expansion strategy, combining AI-powered automation with real estate value creation
TARRYTOWN, N.Y., April 8, 2025 — via IBN — Nightfood Holdings, Inc. (OTCQB: NGTF), an emerging leader in AI-powered automation and next-generation hospitality solutions, today announces its entry into a letter of intent (LOI) to acquire the assets of Victorville Treasure Holdings, LLC, owner and operator of a 155-room Holiday Inn(R) located at 15494 Palmdale Road in Victorville, California. The property is currently undergoing a major renovation, including the addition of a new state-of-the-art fitness center, to qualify for Courtyard by Marriott(R) rebranding.
This transaction marks another milestone in Nightfood’s aggressive acquisition strategy, further expanding its footprint in hospitality real estate and smart-service automation. The Victorville property utilizes Skytech’s robotic technologies to reduce operating costs and improve profitability. According to Research and Markets, the global service robotics industry is projected to reach over $170 billion by 2030—highlighting the growing value of automation across sectors Nightfood is targeting. Following the acquisition, Nightfood plans to continue developing the site as a model property and proof-of-concept for its integrated Robotics-as-a-Service (RaaS) platform and hospitality asset management approach—one of many more to come.
A Transformative Deal for NGTF
Under the terms of the LOI, Nightfood will acquire the Victorville hotel in a transaction valued at $41 million, based on completion of ongoing renovations and franchise conversion. After accounting for an outstanding $10 million mortgage, the net purchase price of $31 million will be paid in Series C Convertible Preferred Stock, issued as part of a 100% share exchange under Section 368(b) of the Internal Revenue Code.
The agreement also includes a performance-based earnout of $5 million, payable in additional Series C Preferred Shares, contingent upon the successful completion of two key milestones:
| ● | The launch of the new gym facility with at least 50 enrolled members. | |
| ● | A minimum of 30 days of operation under the Courtyard by Marriott(R) brand. |
Powering Growth Through Team Strength
“As we advance the acquisitions of Skytech, CarryoutSupplies.com and now the Victorville hotel, I want to emphasize what we believe is our most important strategic asset: our team,” said Jamie Steigerwald, Chairman of Nightfood Holdings. “This group brings unmatched depth in food service, hospitality and real estate development.”
The leadership and operating team driving Nightfood’s expansion has:
| ● | Developed over 50 properties | |
| ● | Managed more than 130 hotels | |
| ● | Served over 6,000 quick-service restaurants |
“This expertise is critical as we scale both our RaaS platform and our hospitality portfolio,” added Steigerwald. “NGTF operates at the unique intersection of automation and real estate value creation—but it’s not just about tools or assets. What truly sets us apart is our people: the experienced builders, operators, and visionaries who know how to execute at scale and adapt to market shifts in real time.”
Strategic Synergy and Long-Term Value
The Victorville hotel is projected to realize a 25–40% revenue increase following its upgrades and franchise conversion. Nightfood views the integration of high-performing real estate assets with cutting-edge automation technology as a foundational element of its long-term growth and value strategy.
The LOI includes a 30-day due diligence period and a 180-day exclusivity clause, with the closing contingent upon:
| ● | Delivery of two years of PCAOB-audited financials by the Seller. | |
| ● | Uplisting approval for Nightfood Holdings to a national exchange. |
Continuing Strong Momentum in 2025
This LOI builds upon the momentum from NGTF’s recently announced acquisition of Skytech Automated Solutions and further supports the company’s $40 million M&A roadmap. Nightfood’s strategy is designed to accelerate revenue growth, unlock operating synergies, and drive long-term shareholder value.
The Company expects to announce additional transactions in the coming months as it continues executing its multipronged expansion plan throughout 2025.
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is an acquisition and development company focused on next-generation hospitality solutions, specializing in AI-powered automation and robotics integration across hotel and food service environments. Through strategic M&A, Nightfood is building a portfolio that combines Robot-as-a-Service (RaaS) capabilities with high-performing real estate assets, uniquely positioned for operational excellence and long-term growth. Each acquisition expands NGTF’s revenue base while creating downstream cross-selling and automation deployment opportunities.
Forward-Looking Statements
This press release contains forward-looking statements, including those relating to the anticipated completion of the transaction and future performance. These statements are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied. Please refer to the Company’s SEC filings for further risk disclosures.
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