NightFood Holdings, Inc 8-K, filed Aug 14, 2026
NightFood Holdings, Inc. (NGTF)
About this 8-K
NightFood Holdings, Inc filed this 8-K on August 14, 2026, reporting on events of August 7, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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) | |
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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).
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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 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 5.02 of this Current Report on Form 8-K concerning the issuance of 1,500,000 shares the Company’s common stock to Mr. Christopher Dieterich is incorporated by reference into this Item 3.02 in its entirety.
The securities described above were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations of Directors
On August 7, 2026 (the “Effective Date”), Lei Sonny Wang resigned as a member of the Board of Directors (the “Board”) of Nightfood Holdings, Inc., (the “Company”). Mr. Wang remains as the Company’s Chief Revenue Officer.
Mr. Wang’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Additionally, on the Effective Date, Thomas Morse resigned as a member of the Board.
Mr. Morse’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment to Board of Directors
Furthermore, on the Effective Date, the Board appointed Darren Kenney and Ronald J. Stauber as members of the Board.
Mr. Kenney, Age 61, an experienced CPA and licensed Real Estate Broker for the State of California. He has successfully built and sold three accounting practices over the past 30 years. During the late 1980’s in public accounting he consulted with GTE (now Verizon), Saks Fifth Avenue and CalTrans. Mr. Kenney spent most of the 1990’s working closely with his father to build their automotive paint business. He transitioned from the family business to focus back on his tax practice and managerial consulting business in the early 2000’s. He served as a main broker for two mortgage companies from 2007 to 2010. Also starting in 2010, he sat on the board of a local non-profit for 10 years. From 2013 to 2017, he created and operated SYA Consultants Inc, a Florida corporation which helped business clients acquire in excess of $50,000,000 in capital financing. Since 2020, he has operated SCWC Ventures Inc, a financial management company, facilitating bridge capital as well as long term equity for both distressed and growing entities.
There is no arrangement or understanding between Mr. Kenney and the Company or any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Kenney that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr Kenney’s appointment to the Board, on the Effective Date, Mr Kenney and the Company entered into an Independent Non-Employee Director and Committee Service Agreement (the “Kenney Director Agreement”) and a Standalone Nonqualified Stock Option Agreement (the “Kenney Option Agreement”).
Under the Kenney Director Agreement, Mr. Kenney will receive a cash retainer of $1,500 per calendar quarter for Board and committee service, payable in arrears within 30 days after quarter end.
The Kenney Director Agreement provides that Mr. Kenney is entitled to indemnification and advancement of expenses to the fullest extent permitted by Nevada law, the Company’s governing documents, and any separate indemnification agreement. The Company will also use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Mr. Kenney on terms generally applicable to similarly situated directors.
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Pursuant to the Kenney Option Agreement, the Company granted Mr. Kenney a standalone non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.033 per share. The option vests in equal quarterly installments of 250,000 shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the grant date, subject to Mr. Kenney’s continuous Board service. The option has a five-year term expiring on August 7, 2031. The option was granted outside any stockholder-approved equity plan. Upon a Change in Control (as defined in the Kenney Option Agreement), any unvested portion of the option will vest in full immediately prior to consummation of such transaction.
Mr. Stauber, age 85, is an attorney admitted to the State Bar of California, the United States District Court for the Central District of California, the United States District Court for the Eastern District of California, and the Supreme Court of the United States. He is the principal of the Stauber Law Offices, Beverly Hills, California. He received a Bachelor of Business Administration from the University of Toledo and a Juris Doctor from The Ohio State University College of Law.
Mr. Stauber served in the United States Army, completing his service in the California National Guard and as a Reserve of the U.S. Army. He previously served as Corporations Counsel for the Department of Investment, Division of Corporations, State of California, in Los Angeles. He has been a member of the Beverly Hills, Los Angeles County, Riverside County, and American Bar Associations and has participated in various sections including real estate, business, and corporate law. He has served as Judge Pro Tempore of the Los Angeles County Superior Court and as a Mediator for the Riverside County Superior Court. Mr. Stauber has acted as principal or special counsel in several law firms.
Mr. Stauber is listed in the Martindale-Hubbell Law Directory (AV rating), Marquis Who’s Who in America®, and multiple editions of Who’s Who in American Law. He is recognized in The Bar Register of Preeminent Lawyers, LexisNexis, and the Martindale-Hubbell Register of Most Distinguished Law Practices (2006–present). He is the author of Understanding Corporate Hijacking/Shells and Convertible Debt Financing/Death Spiral, and co-author of Smart Credit Repair.
Mr. Stauber maintains a corporate and business transactional practice advising companies on formation, entity maintenance, compliance, and financing, including private and public securities offerings under the Securities Act of 1933 and the Securities Exchange Act of 1934. His experience includes governance, business combinations, mergers and reverse mergers, divestitures, stakeholder relations, securities transfers, and secured and unsecured debt and related equity financings.
There is no arrangement or understanding between Mr. Stauber and the Company or any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Stauber that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Stauber’s appointment to the Board, on the Effective Date, Mr Stauber and the Company entered into an Independent Non-Employee Director and Committee Service Agreement (the “Stauber Director Agreement”) and Standalone Nonqualified Stock Option Agreement (the “Stauber Option Agreement”).
Under the Stauber Director Agreement, Mr. Stauber will receive a cash retainer of $1,500 per calendar quarter for Board and committee service, payable in arrears within 30 days after quarter end.
The Stauber Director Agreement provides that Mr. Stauber is entitled to indemnification and advancement of expenses to the fullest extent permitted by Nevada law, the Company’s governing documents, and any separate indemnification agreement. The Company will also use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Mr. Stauber on terms generally applicable to similarly situated directors.
Pursuant to the Stauber Option Agreement, the Company granted Mr. Stauber a standalone non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.033 per share. The option vests in equal quarterly installments of 250,000 shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the grant date, subject to Mr. Stauber’s continuous Board service. The option has a five-year term expiring on August 7, 2031. The option was granted outside any stockholder-approved equity plan. Upon a Change in Control (as defined in the Option Agreement), any unvested portion of the option will vest in full immediately prior to consummation of such transaction.
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Also on the Effective Date, Christopher Dieterich, a current member of the Board, and the Company entered into a Settlement of Past-Due Director Compensation Agreement (the “Settlement Agreement”), an Independent Non-Employee Director and Committee Service Agreement (the “Dieterich Director Agreement”) and Standalone Nonqualified Stock Option Agreement (the “Dieterich Option Agreement”).
Pursuant to the Settlement Agreement, the Company agreed to issue 1,500,000 shares of the Company’s common stock (the “Settlement Shares”) to Mr. Dieterich in full and final satisfaction of all accrued and unpaid amounts due to Mr. Dieterich under prior director compensation arrangements through the Effective Date. The Settlement Shares are fully vested and are not subject to any service conditions, exercise price, or further Board approval. Upon issuance of the Settlement Shares, Mr. Dieterich will release the Company from all claims
Under the Dieterich Director Agreement, Mr. Dieterich will receive a cash retainer of $1,500 per calendar quarter for Board and committee service, payable in arrears within 30 days after quarter end.
The Dieterich Director Agreement provides that Mr. Dieterich is entitled to indemnification and advancement of expenses to the fullest extent permitted by Nevada law, the Company’s governing documents, and any separate indemnification agreement. The Company will also use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering Mr. Dieterich on terms generally applicable to similarly situated directors.
Pursuant to the Dieterich Option Agreement, the Company granted Mr. Dieterich a standalone non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.033 per share. The option vests in equal quarterly installments of 250,000 shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the grant date, subject to Mr. Dieterich’s continuous Board service. The option has a five-year term expiring on August 7, 2031. The option was granted outside any stockholder-approved equity plan. Upon a Change in Control (as defined in the Dieterich Option Agreement), any unvested portion of the option will vest in full immediately prior to consummation of such transaction.
The foregoing descriptions of the Kenney Director Agreement, Kenney Option Agreement, Stauber Director Agreement, Stauber Option Agreement, Settlement Agreement, Dieterich Director Agreement and Dieterich Option Agreement are qualified in their entirety by reference to the full text of each agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Appointment of Chief Financial Officer
On August 10, 2026, the Board appointed Yury Pyatigorsky as the Company’s Chief Financial Officer. Mr. Pyatigorsky, age 55, is a seasoned financial executive with more than 27 years of experience in corporate finance, capital markets, investment management, and strategic advisory roles across public and private companies. Most recently, he has served as an advisor to several large and middle-market organizations.
From 2012 to 2022, Mr. Pyatigorsky held senior leadership positions at Sun West Mortgage Company, Inc., a mortgage lender originating approximately $1 billion per month, serving first as Chief Financial Officer and Controller and subsequently as Chief Investment Officer. Before joining Sun West, he held leadership roles in capital markets, structured finance, corporate development, and corporate finance at prominent non-agency mortgage lenders, including New Century Financial Corporation and Option One Mortgage Corporation. Mr. Pyatigorsky has served as Chief Financial Officer of ResMac, Inc. since October 2023.
Throughout his career, Mr. Pyatigorsky has been responsible for financial reporting and controls, profit-and-loss and balance-sheet management, financial planning and analysis, budgeting and forecasting, risk management and hedging, capital and liquidity management, and the oversight of warehouse and credit facilities. He also has extensive experience structuring and negotiating securitization transactions totaling approximately $3 billion to $4 billion per quarter.
Mr. Pyatigorsky is a CFA charterholder. He earned a Bachelor of Science degree from California State University, Northridge, and a Master of Business Administration from the UCLA Anderson School of Management.
There are no arrangements or understandings between Mr. Pyatigorsky and any other person pursuant to which Mr. Pyatigorsky was appointed as Chief Financial Officer. There are no family relationships between Mr. Pyatigorsky and any director or executive officer of the Company. There are no transactions in which Mr. Pyatigorsky has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Pyatigorsky’s appointment as Chief Financial Officer, the Company and Mr. Pyatigorsky entered into an Employment Agreement (the “CFO Employment Agreement”), effective August 10, 2026. Pursuant to the CFO Employment Agreement, Mr. Pyatigorsky’s is an at will employee, and Mr. Pyatigorsky will receive a base salary of $5,000 per month. Upon the listing of the Company’s common stock on a national securities exchange, Mr. Pyatigorsky’s base salary will increase to $10,000 per month.
The CFO Employment Agreement does not provide or promise any bonus, equity award, severance, or other compensation or benefit beyond the base salary, expense reimbursement, and indemnification and D&O insurance coverage on terms generally applicable to similarly situated officers.
The foregoing description of the CFO Employment Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with Mr. Pyatigorsky’s appointment as Chief Financial Officer, Jimmy Chan resigned as the Company’s Chief Financial Officer. Mr. Chan’s resignation is limited to his position as Chief Financial Officer and does not constitute or effect his role as the Company’s Chief Executive Officer and Secretary.
Mr. Chan’s resignation as Chief Financial Officer was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
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Item 7.01 Regulation FD Disclosure
On August 14, 2026, Nightfood Holdings, Inc. (the “Company”), issued a press release announcing updates to the Company’s board composition, appointment of a new Chief Financial Officer, and the implementation of standing board committees.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, 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 under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Formation of Board Committees
On the Effective Date, the Board approved the formation of the following standing committees of the Board: (i) an Audit Committee, (ii) a Compensation Committee, and (iii) a Nominating, Corporate Governance and Compliance Committee (collectively, the “Committees”). The formation of these Committees is intended to strengthen the Company’s corporate governance framework.
Audit Committee
The Board established an Audit Committee and appointed the following directors to serve as members:
| ● | Mr. Darren Kenney (Chair) |
| ● | Mr. Christopher Dieterich |
| ● | Mr. Ronald J. Stauber |
In connection with the formation of the Audit Committee, the Board adopted a written charter for the Audit Committee, which sets forth the Audit Committee’s purpose, composition, authority, and responsibilities. A copy of the Audit Committee Charter is available on the Company’s website at https://www.nightfoodholdings.com/investor-relations/governance.
Compensation Committee
The Board established a Compensation Committee and appointed the following directors to serve as members:
| ● | Mr. Christopher Dieterich (Chair) |
| ● | Mr. Ronald J. Stauber |
The Compensation Committee is responsible for, among other things: (i) reviewing and approving, or recommending to the Board for approval, the compensation of the Company’s executive officers; (ii) overseeing the Company’s overall compensation philosophy, policies, and programs; (iii) administering the Company’s equity incentive plans; (iv) reviewing and recommending to the Board the compensation of the Company’s non-employee directors; and (v) reviewing and discussing with management the Company’s Compensation Discussion and Analysis required by SEC rules.
In connection with the formation of the Compensation Committee, the Board adopted a written charter for the Compensation Committee, which sets forth the Compensation Committee’s purpose, composition, authority, and responsibilities. A copy of the Compensation Committee Charter is available on the Company’s website at https://www.nightfoodholdings.com/investor-relations/governance.
Nominating, Corporate Governance and Compliance Committee
The Board established a Nominating, Corporate Governance and Compliance Committee and appointed the following directors to serve as members:
| ● | Mr. Ronald J. Stauber (Chair) |
| ● | Mr. Christopher Dieterich |
In connection with the formation of the Nominating, Corporate Governance and Compliance Committee, the Board adopted a written charter for the Nominating, Corporate Governance and Compliance Committee, which sets forth the Nominating, Corporate Governance and Committee’s purpose, composition, authority, and responsibilities. A copy of the Nominating, Corporate Governance and Compliance Committee Charter is available on the Company’s website at https://www.nightfoodholdings.com/investor-relations/governance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: August 14, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
INDEPENDENT NON-EMPLOYEE DIRECTOR
AND COMMITTEE SERVICE AGREEMENT
Effective as of August 7, 2026
This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Darren Kenney (the “Director”), effective as of the date stated above (the “Effective Date”).
1. Board Service
The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.
2. Initial Committee Assignments
Chair of the Audit Committee. The Board may designate additional committee assignments by subsequent action.
The Board may establish, dissolve, or change committees and committee assignments or chairs at any time without amending this Agreement. The Director will perform committee duties under the applicable charter and Board resolutions.
3. Duties and Standard of Conduct
The Director will devote the time and attention reasonably necessary to Board and committee service; prepare for and attend meetings when reasonably practicable; review materials; make informed judgments; and comply with applicable law, the Company’s governing documents, committee charters, code of conduct, insider-trading policy, disclosure controls, and other policies applicable to directors. Nothing in this Agreement limits or alters the Director’s statutory or fiduciary duties.
4. Independence; Eligibility; Disclosures
The Director will promptly disclose any relationship, payment, position, investment, transaction, or other circumstance that could reasonably bear on independence, committee eligibility, related-party status, or a conflict of interest, and will complete questionnaires and certifications reasonably requested by the Company. The Board retains sole responsibility for making independence and committee-eligibility determinations; this Agreement does not guarantee that the Director will remain independent or eligible for a particular committee.
The Director will not provide separate legal, accounting, consulting, advisory, or other compensated services to the Company or a subsidiary without prior written Board approval following an independence and conflict review. Compensation under this Agreement and the related Option is solely for Board and Board-committee service.
The Director will reasonably cooperate in preparing and timely completing Forms 3, 4, and 5, director-and-officer questionnaires, beneficial-ownership reports, Form 8-K and other public disclosures, and exchange or regulatory submissions relating to the Director’s service. The Director will promptly provide accurate information reasonably requested for those purposes and review personal information presented for filing. Nothing in this paragraph shifts to the Company a filing obligation that applicable law imposes personally on the Director.
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5. Cash Compensation
The Company will pay the Director a cash retainer of $1,500 for each calendar quarter of Board service, payable in arrears within 30 days after quarter end. A partial quarter will be prorated based on the number of calendar days the Director served during that quarter. The retainer is the complete cash compensation for Board, committee, and committee-chair service unless the Board separately approves additional compensation in writing.
6. Equity Compensation
The Company will grant the Director a separate standalone nonqualified stock option to purchase 1,000,000 shares of Company common stock. The Standalone Nonqualified Stock Option Agreement, not this Agreement, exclusively governs the grant, exercise price, vesting, term, adjustment, forfeiture, exercise, and other equity terms. No annual or recurring equity grant is promised by this Agreement.
7. Uplist Review
If the Company’s common stock becomes listed on a national securities exchange, the Compensation Committee will review non-employee director compensation and may recommend changes to the full Board. No listing automatically changes the Director’s compensation, and no change becomes effective without subsequent Board approval and any other approval required by applicable law or exchange rules.
8. Expense Reimbursement
The Company will reimburse reasonable and documented out-of-pocket expenses incurred in connection with Board and committee service in accordance with Company policy. The Director must submit supporting documentation within a reasonable time.
9. Non-Employee Capacity; Taxes
The Director serves solely as a nonemployee corporate director. Nothing in this Agreement creates an employment, consulting, independent-contractor, agency, partnership, or joint-venture relationship, or authorizes the Director individually to act for the Company. The Company may report compensation on Form 1099-NEC or another applicable information return. The Director is responsible for taxes arising from payments and equity received under this Agreement, subject to any withholding or reporting required by law.
10. No Individual Authority to Bind the Company
The Director acting individually has no authority to bind, obligate, or speak on behalf of the Company unless the Board or an authorized officer has specifically delegated that authority in writing. This limitation does not restrict the Director’s participation in duly authorized Board or committee action.
11. Confidentiality and Protected Communications
The Director will preserve the confidentiality of nonpublic information obtained through Board service and use it only for Company purposes, except when disclosure is authorized by the Company or required by law. If disclosure is legally compelled, the Director may disclose only the information legally required and, when legally permitted, will give the Company prompt notice and reasonable cooperation so the Company may seek confidential or protective treatment. The Company controls any attorney-client privilege or work-product protection belonging to the Company; the Director will not knowingly waive that protection without authorization. Nothing in this Agreement requires the Director to disclose or waive the Director’s own privileged communications.
Nothing in this Agreement prohibits or restricts the Director from communicating with, reporting possible violations to, or participating in an investigation or proceeding conducted by the Securities and Exchange Commission, another governmental authority, or law enforcement; making disclosures protected under whistleblower laws; or receiving an award from a governmental authority. The Director need not notify or obtain authorization from the Company for a protected communication.
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12. Company Property and Records
Board and committee materials, credentials, devices, and other Company property remain Company property. Upon cessation of service or request, the Director will return or securely delete Company property and confidential information, subject to legal hold instructions and the Director’s right to retain personal compensation, tax, and executed agreement records.
13. Indemnification and D&O Insurance
The Director is entitled to indemnification and advancement of expenses to the fullest extent provided by applicable law, the Company’s governing documents, and any separate indemnification agreement. To the fullest extent permitted by those authorities, advancement will be made after receipt of any undertaking required by law to repay amounts if it is ultimately determined that the Director is not entitled to indemnification. These rights are nonexclusive, continue after Board service ends for acts or omissions occurring during service, and inure to the benefit of the Director’s heirs, executors, and administrators. During Board service, and thereafter for claims arising from that service to the extent coverage is maintained for similarly situated former directors, the Company will use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering the Director on terms generally applicable to similarly situated directors. This Agreement does not reduce any existing indemnification, advancement, or insurance right.
14. Cessation of Service
This Agreement terminates automatically when the Director ceases to serve on the Board. Termination does not affect accrued and unpaid cash compensation, approved expense reimbursement, vested rights under the Option, or indemnification, advancement, or insurance rights. During and after Board service, the Director will provide reasonable cooperation concerning investigations, litigation, audits, or regulatory matters relating to the Director’s service, provided the cooperation does not unreasonably interfere with the Director’s activities; the Company will reimburse reasonable, documented out-of-pocket expenses incurred in providing that cooperation. The provisions concerning taxes, confidentiality and protected communications, Company property and records, indemnification and insurance, post-service cooperation, governing law and venue, and any accrued rights survive cessation of service. Unvested and vested Option rights are governed solely by the Standalone Nonqualified Stock Option Agreement.
15. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
16. Notices
A notice under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated by the receiving party in the Company’s records. Notice is effective upon receipt.
17. Entire Agreement; Amendments; Assignment
This Agreement and the separate Standalone Nonqualified Stock Option Agreement constitute the parties’ complete agreement concerning the subject matter addressed by each instrument. An amendment or waiver must be in a writing signed by both parties, except that the Board may change committee assignments and adopt generally applicable policies as expressly permitted above. The Director may not assign this Agreement. The Company may assign it to a successor that assumes the Company’s obligations.
18. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
| AGREED AND ACCEPTED: | ||
| Nightfood Holdings, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
|
||
| /s/ Darren Kenney | ||
| Darren Kenney, Director | ||
| Nightfood Holdings, Inc. | Director Option O-DIR-2026-02 | Page 3 |
Exhibit 10.2
STANDALONE NONQUALIFIED
STOCK OPTION AGREEMENT
Option No. O-DIR-2026-02 | Grant Date: August 7, 2026
| Optionee | Option Shares | Exercise Price | Expiration | |||
| Darren Kenney | 1,000,000 | $0.033 per share | Fifth anniversary of Grant Date |
Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Darren Kenney (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.
1. Definitions
“Common Stock” means the Company’s common stock, par value $0.001 per share. “Option Shares” means, initially, 1,000,000 shares of Common Stock subject to the Option, as adjusted in accordance with Section 6. “Board Service” means service as a member of the Company’s Board of Directors. “Change in Control” means (a) a merger or consolidation after which the Company’s pre-transaction voting security holders own less than a majority of the surviving entity’s voting power, (b) a sale of all or substantially all of the Company’s assets, or (c) acquisition by a person or group of more than 50% of the Company’s outstanding voting power, excluding an internal reorganization that does not materially change beneficial ownership. “Fair Market Value” means the closing sale price of a share reported on the Primary Trading Market on the relevant date or, if no sale is reported that day, on the immediately preceding trading day, unless the Board consistently adopts another reasonable market-transaction method permitted by applicable law. “Primary Trading Market” means the OTC market tier, national securities exchange, or other principal market on which the common stock is then quoted or traded.
2. Exercise Price
The exercise price is $0,033 per share (the “Exercise Price”), which the Board has determined equals the greater of (a) $0.033 and (b) Fair Market Value on the Grant Date, subject only to equitable adjustment under Section 6. The actual Exercise Price must be completed in this Agreement before it is delivered for signature. The Exercise Price may not be reduced without further Board approval and compliance with applicable law and exchange rules.
3. Vesting
The Option vests and becomes exercisable as to 250,000 Option Shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the Grant Date, subject to the Optionee’s continuous Board Service through the applicable date. Fractions are not created. Upon cessation of Board Service, the unvested portion is immediately forfeited without payment, while the vested portion remains exercisable until the Expiration Date. Immediately before a Change in Control, any then-unvested portion will vest in full, subject to consummation of the Change in Control.
4. Term and Exercise
The vested portion may be exercised at any time after vesting and before 5:00 p.m. Pacific Time on the fifth anniversary of the Grant Date (the “Expiration Date”). To exercise, the Optionee must deliver a completed Notice of Exercise in the form attached as Exhibit A and pay the aggregate Exercise Price. The Company need not issue shares until applicable legal, tax, transfer-agent, and payment requirements are satisfied.
Nightfood Holdings, Inc. | Director Option O-DIR-2026-02 | Page 1 |
5. Payment; Net Exercise
The Optionee may pay by wire transfer, cashier’s check, or another method accepted by the Company. If Fair Market Value exceeds the Exercise Price, the Optionee may elect net exercise. On net exercise, the Company will withhold the smallest whole number of shares having an aggregate Fair Market Value equal to or greater than the aggregate Exercise Price and issue the remaining whole shares. No fractional share or cash in lieu is due. A broker-assisted exercise is available only if the Company affirmatively establishes a compliant program.
6. Capital Adjustments
If the Company effects a stock split, reverse stock split, stock dividend, combination, recapitalization, reclassification, or similar change without receiving consideration, the Board will equitably adjust the number and kind of Option Shares and the Exercise Price so the Optionee’s aggregate economic position immediately after the change is substantially equivalent to the position immediately before it. No adjustment will increase the aggregate exercise price for the then-outstanding portion, except for rounding. The Board’s good-faith determination is binding absent manifest error.
7. Corporate Transactions
In a merger, consolidation, sale of substantially all assets, or similar transaction, the Company may require assumption or substitution of the vested Option by the successor, permit exercise immediately before closing, or terminate the Option at closing in exchange for the positive spread value, if any, payable in the same form of consideration generally paid to common stockholders. If the per-share transaction value does not exceed the Exercise Price, the Company may terminate the Option without payment after reasonable notice and an opportunity to exercise.
8. No Stockholder Rights
The Optionee has no voting, dividend, inspection, preemptive, or other stockholder right with respect to Option Shares until those shares are validly issued upon exercise and entered in the Company’s records.
9. Securities-Law Restrictions
Neither the Option nor the Option Shares have necessarily been registered under the Securities Act of 1933. The Company may rely on an available exemption or a subsequently effective registration statement. Unless the Company determines otherwise, shares issued on exercise will be restricted securities and may bear restrictive legends or be subject to stop-transfer instructions. The Company has no obligation to register the Option or Option Shares or make them freely tradable.
10. Investment and Compliance Representations
At grant and each exercise, the Optionee represents that the Option and Option Shares are acquired for compensation and investment and not with a present view to an unlawful distribution; the Optionee has access to the Company’s public reports and information reasonably requested; and the Optionee can bear the economic risk of illiquid securities. The Optionee will comply with the Company’s insider-trading, hedging, pledging, lock-up, and market-standoff policies applicable to directors.
Nightfood Holdings, Inc. | Director Option O-DIR-2026-02 | Page 2 |
11. Transfer Restrictions
The Option may not be sold, assigned, pledged, hypothecated, or otherwise transferred, except by will or the laws of descent and distribution. During the Optionee’s lifetime, only the Optionee may exercise it. A prohibited transfer is void. The Company may transfer its obligations to a successor that assumes them.
12. Nonqualified Status; Taxes and Reporting
The Option is a nonqualified stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code. The Optionee is responsible for taxes arising from grant, vesting, exercise, or disposition. The Company may make required information reports and condition exercise or share delivery on arrangements satisfactory to the Company for any legally required withholding or reporting.
13. Section 409A Intent
The parties intend the Option to be exempt from Section 409A of the Internal Revenue Code because the Exercise Price is not less than Fair Market Value on the Grant Date and the Option contains no additional deferral feature. The Company does not guarantee a tax result, and no provision will be interpreted to permit a reduction of the Exercise Price or extension beyond the original term.
14. Administration
The Board administers the Option and may interpret this Agreement, determine Fair Market Value, correct clerical errors, adopt exercise procedures, and make factual determinations. Good-faith decisions are final and binding, subject to applicable law. No administrative action may reduce the Exercise Price, extend the Expiration Date, or materially impair a vested right without the Optionee’s written consent, except as required to comply with law.
15. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
16. Notices
A notice must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated in the Company’s records. Notice is effective upon receipt.
17. Entire Agreement; Amendment; Waiver
This Agreement and the related Director Service Agreement constitute the complete agreement concerning the Option and Board service compensation addressed by each instrument. An amendment or waiver must be in a writing signed by the Company and Optionee, except for an adjustment or administrative action expressly permitted above. A waiver applies only to the matter stated and is not a continuing waiver.
18. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
| AGREED AND ACCEPTED: | ||
| Nightfood Holdings, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
|
||
| /s/ Darren Kenney | ||
| Darren Kenney, Optionee | ||
Nightfood Holdings, Inc. | Director Option O-DIR-2026-02 | Page 3 |
EXHIBIT A
NOTICE OF EXERCISE
To: Nightfood Holdings, Inc.
Option No.: O-DIR-2026-02
The undersigned elects to purchase __________________ Option Shares under the above Option.
Payment method (check one):
[ ] Cash payment of $__________________.
[ ] Net exercise under Section 5.
Please issue the shares as follows:
Registered holder: ______________________________________________
Address: ______________________________________________________
Tax identification number: ________________________________________
The undersigned confirms the representations and compliance obligations in the Option Agreement as of the exercise date.
____________________________________
Darren Kenney, Optionee
Date: __________________________________
Nightfood Holdings, Inc. | Director Option O-DIR-2026-02 | Page 4 |
Exhibit 10.3
INDEPENDENT NON-EMPLOYEE DIRECTOR
AND COMMITTEE SERVICE AGREEMENT
Effective as of August 7, 2026
This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Ronald J. Stauber (the “Director”), effective as of the date stated above (the “Effective Date”).
1. Board Service
The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.
2. Initial Committee Assignments
Member of the Audit Committee and Compensation Committee; and Chair of the Nominating, Corporate Governance and Compliance Committee.
The Board may establish, dissolve, or change committees and committee assignments or chairs at any time without amending this Agreement. The Director will perform committee duties under the applicable charter and Board resolutions.
3. Duties and Standard of Conduct
The Director will devote the time and attention reasonably necessary to Board and committee service; prepare for and attend meetings when reasonably practicable; review materials; make informed judgments; and comply with applicable law, the Company’s governing documents, committee charters, code of conduct, insider-trading policy, disclosure controls, and other policies applicable to directors. Nothing in this Agreement limits or alters the Director’s statutory or fiduciary duties.
4. Independence; Eligibility; Disclosures
The Director will promptly disclose any relationship, payment, position, investment, transaction, or other circumstance that could reasonably bear on independence, committee eligibility, related-party status, or a conflict of interest, and will complete questionnaires and certifications reasonably requested by the Company. The Board retains sole responsibility for making independence and committee-eligibility determinations; this Agreement does not guarantee that the Director will remain independent or eligible for a particular committee.
The Director will not provide separate legal, accounting, consulting, advisory, or other compensated services to the Company or a subsidiary without prior written Board approval following an independence and conflict review. Compensation under this Agreement and the related Option is solely for Board and Board-committee service.
The Director will reasonably cooperate in preparing and timely completing Forms 3, 4, and 5, director-and-officer questionnaires, beneficial-ownership reports, Form 8-K and other public disclosures, and exchange or regulatory submissions relating to the Director’s service. The Director will promptly provide accurate information reasonably requested for those purposes and review personal information presented for filing. Nothing in this paragraph shifts to the Company a filing obligation that applicable law imposes personally on the Director.
Nightfood Holdings, Inc. | Director Service Agreement | Page 1 |
5. Cash Compensation
The Company will pay the Director a cash retainer of $1,500 for each calendar quarter of Board service, payable in arrears within 30 days after quarter end. A partial quarter will be prorated based on the number of calendar days the Director served during that quarter. The retainer is the complete cash compensation for Board, committee, and committee-chair service unless the Board separately approves additional compensation in writing.
6. Equity Compensation
The Company will grant the Director a separate standalone nonqualified stock option to purchase 1,000,000 shares of Company common stock. The Standalone Nonqualified Stock Option Agreement, not this Agreement, exclusively governs the grant, exercise price, vesting, term, adjustment, forfeiture, exercise, and other equity terms. No annual or recurring equity grant is promised by this Agreement.
7. Uplist Review
If the Company’s common stock becomes listed on a national securities exchange, the Compensation Committee will review non-employee director compensation and may recommend changes to the full Board. No listing automatically changes the Director’s compensation, and no change becomes effective without subsequent Board approval and any other approval required by applicable law or exchange rules.
8. Expense Reimbursement
The Company will reimburse reasonable and documented out-of-pocket expenses incurred in connection with Board and committee service in accordance with Company policy. The Director must submit supporting documentation within a reasonable time.
9. Non-Employee Capacity; Taxes
The Director serves solely as a nonemployee corporate director. Nothing in this Agreement creates an employment, consulting, independent-contractor, agency, partnership, or joint-venture relationship, or authorizes the Director individually to act for the Company. The Company may report compensation on Form 1099-NEC or another applicable information return. The Director is responsible for taxes arising from payments and equity received under this Agreement, subject to any withholding or reporting required by law.
10. No Individual Authority to Bind the Company
The Director acting individually has no authority to bind, obligate, or speak on behalf of the Company unless the Board or an authorized officer has specifically delegated that authority in writing. This limitation does not restrict the Director’s participation in duly authorized Board or committee action.
11. Confidentiality and Protected Communications
The Director will preserve the confidentiality of nonpublic information obtained through Board service and use it only for Company purposes, except when disclosure is authorized by the Company or required by law. If disclosure is legally compelled, the Director may disclose only the information legally required and, when legally permitted, will give the Company prompt notice and reasonable cooperation so the Company may seek confidential or protective treatment. The Company controls any attorney-client privilege or work-product protection belonging to the Company; the Director will not knowingly waive that protection without authorization. Nothing in this Agreement requires the Director to disclose or waive the Director’s own privileged communications.
Nothing in this Agreement prohibits or restricts the Director from communicating with, reporting possible violations to, or participating in an investigation or proceeding conducted by the Securities and Exchange Commission, another governmental authority, or law enforcement; making disclosures protected under whistleblower laws; or receiving an award from a governmental authority. The Director need not notify or obtain authorization from the Company for a protected communication.
Nightfood Holdings, Inc. | Director Service Agreement | Page 2 |
12. Company Property and Records
Board and committee materials, credentials, devices, and other Company property remain Company property. Upon cessation of service or request, the Director will return or securely delete Company property and confidential information, subject to legal hold instructions and the Director’s right to retain personal compensation, tax, and executed agreement records.
13. Indemnification and D&O Insurance
The Director is entitled to indemnification and advancement of expenses to the fullest extent provided by applicable law, the Company’s governing documents, and any separate indemnification agreement. To the fullest extent permitted by those authorities, advancement will be made after receipt of any undertaking required by law to repay amounts if it is ultimately determined that the Director is not entitled to indemnification. These rights are nonexclusive, continue after Board service ends for acts or omissions occurring during service, and inure to the benefit of the Director’s heirs, executors, and administrators. During Board service, and thereafter for claims arising from that service to the extent coverage is maintained for similarly situated former directors, the Company will use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering the Director on terms generally applicable to similarly situated directors. This Agreement does not reduce any existing indemnification, advancement, or insurance right.
14. Cessation of Service
This Agreement terminates automatically when the Director ceases to serve on the Board. Termination does not affect accrued and unpaid cash compensation, approved expense reimbursement, vested rights under the Option, or indemnification, advancement, or insurance rights. During and after Board service, the Director will provide reasonable cooperation concerning investigations, litigation, audits, or regulatory matters relating to the Director’s service, provided the cooperation does not unreasonably interfere with the Director’s activities; the Company will reimburse reasonable, documented out-of-pocket expenses incurred in providing that cooperation. The provisions concerning taxes, confidentiality and protected communications, Company property and records, indemnification and insurance, post-service cooperation, governing law and venue, and any accrued rights survive cessation of service. Unvested and vested Option rights are governed solely by the Standalone Nonqualified Stock Option Agreement.
15. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
16. Notices
A notice under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated by the receiving party in the Company’s records. Notice is effective upon receipt.
17. Entire Agreement; Amendments; Assignment
This Agreement and the separate Standalone Nonqualified Stock Option Agreement constitute the parties’ complete agreement concerning the subject matter addressed by each instrument. An amendment or waiver must be in a writing signed by both parties, except that the Board may change committee assignments and adopt generally applicable policies as expressly permitted above. The Director may not assign this Agreement. The Company may assign it to a successor that assumes the Company’s obligations.
18. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
| AGREED AND ACCEPTED: | ||
| Nightfood Holdings, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
|
||
| /s/ Ronald J. Stauber | ||
| Ronald J. Stauber, Director | ||
Nightfood Holdings, Inc. | Director Service Agreement | Page 3 |
Exhibit 10.4
STANDALONE NONQUALIFIED
STOCK OPTION AGREEMENT
Option No. O-DIR-2026-03 | Grant Date: August 7, 2026
| Optionee | Option Shares | Exercise Price | Expiration | |||
| Ron Stauber | 1,000,000 | $0.033 per share | Fifth anniversary of Grant Date |
Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Ron Stauber (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.
1. Definitions
“Common Stock” means the Company’s common stock, par value $0.001 per share. “Option Shares” means, initially, 1,000,000 shares of Common Stock subject to the Option, as adjusted in accordance with Section 6.”Board Service” means service as a member of the Company’s Board of Directors. “Change in Control” means (a) a merger or consolidation after which the Company’s pre-transaction voting security holders own less than a majority of the surviving entity’s voting power, (b) a sale of all or substantially all of the Company’s assets, or (c) acquisition by a person or group of more than 50% of the Company’s outstanding voting power, excluding an internal reorganization that does not materially change beneficial ownership. “Fair Market Value” means the closing sale price of a share reported on the Primary Trading Market on the relevant date or, if no sale is reported that day, on the immediately preceding trading day, unless the Board consistently adopts another reasonable market-transaction method permitted by applicable law. “Primary Trading Market” means the OTC market tier, national securities exchange, or other principal market on which the common stock is then quoted or traded.
2. Exercise Price
The exercise price is $0.033 per share (the “Exercise Price”), which the Board has determined equals the greater of (a) $0.033 and (b) Fair Market Value on the Grant Date, subject only to equitable adjustment under Section 6. The actual Exercise Price must be completed in this Agreement before it is delivered for signature. The Exercise Price may not be reduced without further Board approval and compliance with applicable law and exchange rules.
3. Vesting
The Option vests and becomes exercisable as to 250,000 Option Shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the Grant Date, subject to the Optionee’s continuous Board Service through the applicable date. Fractions are not created. Upon cessation of Board Service, the unvested portion is immediately forfeited without payment, while the vested portion remains exercisable until the Expiration Date. Immediately before a Change in Control, any then-unvested portion will vest in full, subject to consummation of the Change in Control.
4. Term and Exercise
The vested portion may be exercised at any time after vesting and before 5:00 p.m. Pacific Time on the fifth anniversary of the Grant Date (the “Expiration Date”). To exercise, the Optionee must deliver a completed Notice of Exercise in the form attached as Exhibit A and pay the aggregate Exercise Price. The Company need not issue shares until applicable legal, tax, transfer-agent, and payment requirements are satisfied.
5. Payment; Net Exercise
The Optionee may pay by wire transfer, cashier’s check, or another method accepted by the Company. If Fair Market Value exceeds the Exercise Price, the Optionee may elect net exercise. On net exercise, the Company will withhold the smallest whole number of shares having an aggregate Fair Market Value equal to or greater than the aggregate Exercise Price and issue the remaining whole shares. No fractional share or cash in lieu is due. A broker-assisted exercise is available only if the Company affirmatively establishes a compliant program.
| Nightfood Holdings, Inc. | Director Service Agreement | Page 1 |
6. Capital Adjustments
If the Company effects a stock split, reverse stock split, stock dividend, combination, recapitalization, reclassification, or similar change without receiving consideration, the Board will equitably adjust the number and kind of Option Shares and the Exercise Price so the Optionee’s aggregate economic position immediately after the change is substantially equivalent to the position immediately before it. No adjustment will increase the aggregate exercise price for the then-outstanding portion, except for rounding. The Board’s good-faith determination is binding absent manifest error.
7. Corporate Transactions
In a merger, consolidation, sale of substantially all assets, or similar transaction, the Company may require assumption or substitution of the vested Option by the successor, permit exercise immediately before closing, or terminate the Option at closing in exchange for the positive spread value, if any, payable in the same form of consideration generally paid to common stockholders. If the per-share transaction value does not exceed the Exercise Price, the Company may terminate the Option without payment after reasonable notice and an opportunity to exercise.
8. No Stockholder Rights
The Optionee has no voting, dividend, inspection, preemptive, or other stockholder right with respect to Option Shares until those shares are validly issued upon exercise and entered in the Company’s records.
9. Securities-Law Restrictions
Neither the Option nor the Option Shares have necessarily been registered under the Securities Act of 1933. The Company may rely on an available exemption or a subsequently effective registration statement. Unless the Company determines otherwise, shares issued on exercise will be restricted securities and may bear restrictive legends or be subject to stop-transfer instructions. The Company has no obligation to register the Option or Option Shares or make them freely tradable.
10. Investment and Compliance Representations
At grant and each exercise, the Optionee represents that the Option and Option Shares are acquired for compensation and investment and not with a present view to an unlawful distribution; the Optionee has access to the Company’s public reports and information reasonably requested; and the Optionee can bear the economic risk of illiquid securities. The Optionee will comply with the Company’s insider-trading, hedging, pledging, lock-up, and market-standoff policies applicable to directors.
11. Transfer Restrictions
The Option may not be sold, assigned, pledged, hypothecated, or otherwise transferred, except by will or the laws of descent and distribution. During the Optionee’s lifetime, only the Optionee may exercise it. A prohibited transfer is void. The Company may transfer its obligations to a successor that assumes them.
12. Nonqualified Status; Taxes and Reporting
The Option is a nonqualified stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code. The Optionee is responsible for taxes arising from grant, vesting, exercise, or disposition. The Company may make required information reports and condition exercise or share delivery on arrangements satisfactory to the Company for any legally required withholding or reporting.
| Nightfood Holdings, Inc. | Director Service Agreement | Page 2 |
13. Section 409A Intent
The parties intend the Option to be exempt from Section 409A of the Internal Revenue Code because the Exercise Price is not less than Fair Market Value on the Grant Date and the Option contains no additional deferral feature. The Company does not guarantee a tax result, and no provision will be interpreted to permit a reduction of the Exercise Price or extension beyond the original term.
14. Administration
The Board administers the Option and may interpret this Agreement, determine Fair Market Value, correct clerical errors, adopt exercise procedures, and make factual determinations. Good-faith decisions are final and binding, subject to applicable law. No administrative action may reduce the Exercise Price, extend the Expiration Date, or materially impair a vested right without the Optionee’s written consent, except as required to comply with law.
15. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
16. Notices
A notice must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated in the Company’s records. Notice is effective upon receipt.
17. Entire Agreement; Amendment; Waiver
This Agreement and the related Director Service Agreement constitute the complete agreement concerning the Option and Board service compensation addressed by each instrument. An amendment or waiver must be in a writing signed by the Company and Optionee, except for an adjustment or administrative action expressly permitted above. A waiver applies only to the matter stated and is not a continuing waiver.
18. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
AGREED AND ACCEPTED:
| Nightfood Holdings, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
| /s/ Ronald J. Stauber | ||
| Ronald J. Stauber, Optionee | ||
| Nightfood Holdings, Inc. | Director Service Agreement | Page 3 |
EXHIBIT A
NOTICE OF EXERCISE
To: Nightfood Holdings, Inc.
Option No.: O-DIR-2026-03
The undersigned elects to purchase __________________ Option Shares under the above Option.
Payment method (check one):
[ ] Cash payment of $__________________.
[ ] Net exercise under Section 5.
Please issue the shares as follows:
Registered holder: ______________________________________________
Address: ______________________________________________________
Tax identification number: ________________________________________
The undersigned confirms the representations and compliance obligations in the Option Agreement as of the exercise date.
____________________________________
Ronald J. Stauber, Optionee
Date: __________________________________
| Nightfood Holdings, Inc. | Director Service Agreement | Page 4 |
Exhibit 10.5
SETTLEMENT OF PAST-DUE DIRECTOR COMPENSATION
AND STOCK ISSUANCE AGREEMENT
Effective as of August 7, 2026
This Settlement of Past-Due Director Compensation and Stock Issuance Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Christopher Dieterich (“Dieterich”), effective as of the date stated above (the “Effective Date”). The Company and Dieterich are sometimes referred to individually as a “Party” and together as the “Parties.”
A. Dieterich has served, and will continue to serve, as an independent, nonemployee member of the Company’s Board of Directors (the “Board”).
B. Before the Effective Date, Dieterich and the Company entered into or were subject to one or more written or oral agreements, policies, resolutions, understandings, or arrangements governing compensation, fees, expense reimbursement, or other amounts for Dieterich’s Board and Board-committee service (collectively, the “Prior Director Arrangements”).
C. The Parties have reviewed the Prior Director Arrangements and the Company’s books and records and desire to settle every accrued and unpaid amount due to Dieterich under the Prior Director Arrangements through the Effective Date, including any agreed interest or accrual, whether or not previously invoiced or separately itemized (collectively, the “Covered Balances”).
D. The Parties agree that the Company will issue 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Settlement Shares”), in full and final satisfaction of all Covered Balances.
E. The Settlement Shares will be fully vested and will not be conditioned on Dieterich’s continued Board service, future performance, payment of an exercise or purchase price, or any other service condition.
F. This Agreement addresses historical obligations only. Dieterich is not resigning from the Board, and this Agreement does not condition, amend, or terminate his continuing Board or committee service.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. Covered Balances; Agreed Settlement
The Covered Balances include all cash retainers, director or committee fees, approved expense reimbursements, cash, equity-based, or other compensation, and any agreed interest or other accrual that became due to Dieterich under any Prior Director Arrangement on or before the Effective Date, whether the obligation is monetary, equity-based, or otherwise.
2. Issuance of Settlement Shares
Subject only to applicable law and required corporate authorization, the Company shall cause 1,500,000 shares of its common stock, par value $0.001 per share, to be validly issued to Dieterich as fully paid and nonassessable shares, in book-entry form or such other form as the Company generally uses for its common stock. Dieterich shall provide accurate account, tax, and other information reasonably necessary to record the issuance. No exercise notice, payment, or further service by Dieterich is required.
If a stock split, reverse stock split, combination, reclassification, or similar change in the Company’s common stock becomes effective after the Effective Date but before the Settlement Shares are issued, the number and class of securities to be issued will be equitably adjusted to preserve the intended economic effect of this Agreement. Any resulting fractional share will be treated in the manner applicable to holders of the Company’s common stock in the relevant corporate action.
3. Full Satisfaction of Covered Balances
Upon actual issuance of all Settlement Shares, as adjusted under Section 2 if applicable (the “Issuance”), the Company will have fully and finally satisfied every Covered Balance. The number of Settlement Shares is fixed by agreement and will not change because of a change in the market price of the Company’s common stock or a later revaluation of any Covered Balance. Until the Issuance occurs, the Covered Balances will remain outstanding and will not be extinguished solely by execution of this Agreement.
4. Securities-Law Status; Transfer Restrictions
The Company will determine and document the registration statement or exemption from registration relied upon for issuance of the Settlement Shares. The Settlement Shares may bear, or the Company’s records may reflect, only those legends or transfer restrictions required by applicable law. Nothing in this Agreement is a representation that the Settlement Shares may be resold immediately or without compliance with federal and state securities laws, including any reporting or short-swing-profit obligations applicable to Dieterich.
5. Taxes and Information Reporting
The Settlement Shares are being issued in satisfaction of compensation-related obligations arising from nonemployee director service. Dieterich is responsible for taxes arising from the Covered Balances, the settlement, the Issuance, or the ownership or disposition of the Settlement Shares. The Company may report the transaction on Form 1099-NEC or another applicable information return and may take actions required by law. The Company will not retain any Settlement Shares for tax withholding, except to the extent legally required to satisfy applicable backup-withholding requirements.
6. Limited Release
The release in this Section becomes effective only upon the Issuance. Effective only upon the Issuance, Dieterich releases and forever discharges the Company and its current and former directors, officers, employees, agents, affiliates, successors, and assigns from claims, whether known or unknown, solely to the extent arising from or relating to any Covered Balance or the Company’s obligation to pay, settle, or otherwise satisfy any amount under a Prior Director Arrangement through the Effective Date. This limited release does not release any obligation created by this Agreement, any claim based on a failure to complete or properly record the Issuance, or any unrelated claim or right.
7. Continuing Service and Other Rights Preserved
Dieterich’s continuing Board and committee service and all prospective compensation for that service are governed by the New Director Agreement and applicable Board action. Except for the Covered Balances released under Section 6 upon the Issuance, this Agreement does not waive, release, amend, or impair any compensation or approved expense reimbursement arising under the New Director Agreement, any right under a separate stock option agreement, any previously issued and outstanding equity security, or any indemnification, advancement, directors’ and officers’ insurance, confidentiality protection, defense right, or other right arising under applicable law, the Company’s governing documents, or a separate agreement.
8. Representations and Authority
Each Party represents that it has full power and authority to enter into this Agreement and that the person signing for that Party is authorized to do so. The Company represents that it has taken, or before Issuance will take, all corporate action required to authorize the Settlement Shares and the Issuance. Each Party acknowledges that it has reviewed the Covered Balances and has had the opportunity to consult independent legal and tax advisers concerning this Agreement.
9. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
10. Notices
A notice under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated by the receiving Party in the Company’s records. Notice is effective upon receipt.
11. Entire Agreement; Amendments; Assignment
This Agreement constitutes the Parties’ complete agreement concerning the Covered Balances and the Settlement Shares and supersedes prior discussions or understandings concerning settlement of the Covered Balances. It does not supersede the underlying records establishing the Covered Balances, the New Director Agreement, any separate stock option agreement, or the Company’s governing documents. An amendment or waiver must be in a writing signed by both Parties. Dieterich may not assign this Agreement, except that his rights will pass to his estate or legal representative upon death or incapacity. The Company may assign this Agreement to a successor that assumes the Company’s obligations.
12. Further Assurances
Each Party will execute and deliver further documents and take further actions reasonably necessary to carry out this Agreement, provided that no such document or action may materially expand that Party’s obligations under this Agreement.
13. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
AGREED AND ACCEPTED:
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
| /s/ Christopher Dieterich | ||
| Christopher Dieterich | ||
Exhibit 10.6
INDEPENDENT NON-EMPLOYEE DIRECTOR
AND COMMITTEE SERVICE AGREEMENT
Effective as of August 7, 2026
This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Christopher Dieterich (the “Director”), effective as of the date stated above (the “Effective Date”).
1. Board Service
The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.
2. Initial Committee Assignments
Member of the Audit Committee; Chair of the Compensation Committee; and member of the Nominating, Corporate Governance and Compliance Committee.
The Board may establish, dissolve, or change committees and committee assignments or chairs at any time without amending this Agreement. The Director will perform committee duties under the applicable charter and Board resolutions.
3. Duties and Standard of Conduct
The Director will devote the time and attention reasonably necessary to Board and committee service; prepare for and attend meetings when reasonably practicable; review materials; make informed judgments; and comply with applicable law, the Company’s governing documents, committee charters, code of conduct, insider-trading policy, disclosure controls, and other policies applicable to directors. Nothing in this Agreement limits or alters the Director’s statutory or fiduciary duties.
4. Independence; Eligibility; Disclosures
The Director will promptly disclose any relationship, payment, position, investment, transaction, or other circumstance that could reasonably bear on independence, committee eligibility, related-party status, or a conflict of interest, and will complete questionnaires and certifications reasonably requested by the Company. The Board retains sole responsibility for making independence and committee-eligibility determinations; this Agreement does not guarantee that the Director will remain independent or eligible for a particular committee.
The Director will not provide separate legal, accounting, consulting, advisory, or other compensated services to the Company or a subsidiary without prior written Board approval following an independence and conflict review. Compensation under this Agreement and the related Option is solely for Board and Board-committee service.
The Director will reasonably cooperate in preparing and timely completing Forms 3, 4, and 5, director-and-officer questionnaires, beneficial-ownership reports, Form 8-K and other public disclosures, and exchange or regulatory submissions relating to the Director’s service. The Director will promptly provide accurate information reasonably requested for those purposes and review personal information presented for filing. Nothing in this paragraph shifts to the Company a filing obligation that applicable law imposes personally on the Director.
5. Cash Compensation
The Company will pay the Director a cash retainer of $1,500 for each calendar quarter of Board service, payable in arrears within 30 days after quarter end. A partial quarter will be prorated based on the number of calendar days the Director served during that quarter. The retainer is the complete cash compensation for Board, committee, and committee-chair service unless the Board separately approves additional compensation in writing.
6. Equity Compensation
The Company will grant the Director a separate standalone nonqualified stock option to purchase 1,000,000 shares of Company common stock. The Standalone Nonqualified Stock Option Agreement, not this Agreement, exclusively governs the grant, exercise price, vesting, term, adjustment, forfeiture, exercise, and other equity terms. No annual or recurring equity grant is promised by this Agreement.
7. Uplist Review
If the Company’s common stock becomes listed on a national securities exchange, the Compensation Committee will review non-employee director compensation and may recommend changes to the full Board. No listing automatically changes the Director’s compensation, and no change becomes effective without subsequent Board approval and any other approval required by applicable law or exchange rules.
8. Expense Reimbursement
The Company will reimburse reasonable and documented out-of-pocket expenses incurred in connection with Board and committee service in accordance with Company policy. The Director must submit supporting documentation within a reasonable time.
9. Non-Employee Capacity; Taxes
The Director serves solely as a nonemployee corporate director. Nothing in this Agreement creates an employment, consulting, independent-contractor, agency, partnership, or joint-venture relationship, or authorizes the Director individually to act for the Company. The Company may report compensation on Form 1099-NEC or another applicable information return. The Director is responsible for taxes arising from payments and equity received under this Agreement, subject to any withholding or reporting required by law.
10. No Individual Authority to Bind the Company
The Director acting individually has no authority to bind, obligate, or speak on behalf of the Company unless the Board or an authorized officer has specifically delegated that authority in writing. This limitation does not restrict the Director’s participation in duly authorized Board or committee action.
11. Confidentiality and Protected Communications
The Director will preserve the confidentiality of nonpublic information obtained through Board service and use it only for Company purposes, except when disclosure is authorized by the Company or required by law. If disclosure is legally compelled, the Director may disclose only the information legally required and, when legally permitted, will give the Company prompt notice and reasonable cooperation so the Company may seek confidential or protective treatment. The Company controls any attorney-client privilege or work-product protection belonging to the Company; the Director will not knowingly waive that protection without authorization. Nothing in this Agreement requires the Director to disclose or waive the Director’s own privileged communications.
Nothing in this Agreement prohibits or restricts the Director from communicating with, reporting possible violations to, or participating in an investigation or proceeding conducted by the Securities and Exchange Commission, another governmental authority, or law enforcement; making disclosures protected under whistleblower laws; or receiving an award from a governmental authority. The Director need not notify or obtain authorization from the Company for a protected communication.
12. Company Property and Records
Board and committee materials, credentials, devices, and other Company property remain Company property. Upon cessation of service or request, the Director will return or securely delete Company property and confidential information, subject to legal hold instructions and the Director’s right to retain personal compensation, tax, and executed agreement records.
13. Indemnification and D&O Insurance
The Director is entitled to indemnification and advancement of expenses to the fullest extent provided by applicable law, the Company’s governing documents, and any separate indemnification agreement. To the fullest extent permitted by those authorities, advancement will be made after receipt of any undertaking required by law to repay amounts if it is ultimately determined that the Director is not entitled to indemnification. These rights are nonexclusive, continue after Board service ends for acts or omissions occurring during service, and inure to the benefit of the Director’s heirs, executors, and administrators. During Board service, and thereafter for claims arising from that service to the extent coverage is maintained for similarly situated former directors, the Company will use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering the Director on terms generally applicable to similarly situated directors. This Agreement does not reduce any existing indemnification, advancement, or insurance right.
14. Cessation of Service
This Agreement terminates automatically when the Director ceases to serve on the Board. Termination does not affect accrued and unpaid cash compensation, approved expense reimbursement, vested rights under the Option, or indemnification, advancement, or insurance rights. During and after Board service, the Director will provide reasonable cooperation concerning investigations, litigation, audits, or regulatory matters relating to the Director’s service, provided the cooperation does not unreasonably interfere with the Director’s activities; the Company will reimburse reasonable, documented out-of-pocket expenses incurred in providing that cooperation. The provisions concerning taxes, confidentiality and protected communications, Company property and records, indemnification and insurance, post-service cooperation, governing law and venue, and any accrued rights survive cessation of service. Unvested and vested Option rights are governed solely by the Standalone Nonqualified Stock Option Agreement.
15. Supersession of Prior Director Arrangement
Effective as of the Effective Date, this Agreement supersedes and replaces every prior oral or written agreement, policy, understanding, or commitment governing the Director’s compensation for Board or Board-committee service. The separate Settlement of Past-Due Director Compensation and Stock Issuance Agreement dated August 7, 2026 between the Company and the Director (the “Settlement Agreement”) exclusively governs the issuance of 1,500,000 shares of Company common stock in full settlement of all amounts accrued and outstanding under those prior arrangements through the Effective Date. Nothing in this Agreement amends or impairs the Settlement Agreement, and no provision of this Agreement revives any Covered Balance (as defined in the Settlement Agreement) satisfied under the Settlement Agreement. Except as expressly addressed in the Settlement Agreement, this supersession does not cancel approved unreimbursed expenses, indemnification rights, or any previously issued and outstanding equity security unless the parties expressly identify and cancel that security in a separate signed writing.
16. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
17. Notices
A notice under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated by the receiving party in the Company’s records. Notice is effective upon receipt.
18. Entire Agreement; Amendments; Assignment
This Agreement, the separate Standalone Nonqualified Stock Option Agreement, and the Settlement Agreement constitute the parties’ complete agreement concerning the subject matter addressed by each instrument. An amendment or waiver of this Agreement must be in a writing signed by both parties, except that the Board may change committee assignments and adopt generally applicable policies as expressly permitted above. The Director may not assign this Agreement. The Company may assign it to a successor that assumes the Company’s obligations.
19. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
AGREED AND ACCEPTED:
| Nightfood Holdings, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
| /s/ Christopher Dieterich | ||
| Christopher Dieterich, Director | ||
Exhibit 10.7
STANDALONE NONQUALIFIED
STOCK OPTION AGREEMENT
Option No. O-DIR-2026-01 | Grant Date: August 7, 2026
| Optionee | Option Shares | Exercise Price | Expiration | |||
| Christopher Dieterich | 1,000,000 | $0.033 per share | Fifth anniversary of Grant Date |
Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Christopher Dieterich (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.
1. Definitions
“Common Stock” means the Company’s common stock, par value $0.001 per share. “Option Shares” means, initially, 1,000,000 shares of Common Stock subject to the Option, as adjusted in accordance with Section 6. “Board Service” means service as a member of the Company’s Board of Directors. “Change in Control” means (a) a merger or consolidation after which the Company’s pre-transaction voting security holders own less than a majority of the surviving entity’s voting power, (b) a sale of all or substantially all of the Company’s assets, or (c) acquisition by a person or group of more than 50% of the Company’s outstanding voting power, excluding an internal reorganization that does not materially change beneficial ownership. “Fair Market Value” means the closing sale price of a share reported on the Primary Trading Market on the relevant date or, if no sale is reported that day, on the immediately preceding trading day, unless the Board consistently adopts another reasonable market-transaction method permitted by applicable law. “Primary Trading Market” means the OTC market tier, national securities exchange, or other principal market on which the common stock is then quoted or traded.
2. Exercise Price
The exercise price is $0.033 per share (the “Exercise Price”), which the Board has determined equals the greater of (a) $0.033 and (b) Fair Market Value on the Grant Date, subject only to equitable adjustment under Section 6. The actual Exercise Price must be completed in this Agreement before it is delivered for signature. The Exercise Price may not be reduced without further Board approval and compliance with applicable law and exchange rules.
3. Vesting
The Option vests and becomes exercisable as to 250,000 Option Shares on each of the three-month, six-month, nine-month, and twelve-month anniversaries of the Grant Date, subject to the Optionee’s continuous Board Service through the applicable date. Fractions are not created. Upon cessation of Board Service, the unvested portion is immediately forfeited without payment, while the vested portion remains exercisable until the Expiration Date. Immediately before a Change in Control, any then-unvested portion will vest in full, subject to consummation of the Change in Control.
4. Term and Exercise
The vested portion may be exercised at any time after vesting and before 5:00 p.m. Pacific Time on the fifth anniversary of the Grant Date (the “Expiration Date”). To exercise, the Optionee must deliver a completed Notice of Exercise in the form attached as Exhibit A and pay the aggregate Exercise Price. The Company need not issue shares until applicable legal, tax, transfer-agent, and payment requirements are satisfied.
5. Payment; Net Exercise
The Optionee may pay by wire transfer, cashier’s check, or another method accepted by the Company. If Fair Market Value exceeds the Exercise Price, the Optionee may elect net exercise. On net exercise, the Company will withhold the smallest whole number of shares having an aggregate Fair Market Value equal to or greater than the aggregate Exercise Price and issue the remaining whole shares. No fractional share or cash in lieu is due. A broker-assisted exercise is available only if the Company affirmatively establishes a compliant program.
6. Capital Adjustments
If the Company effects a stock split, reverse stock split, stock dividend, combination, recapitalization, reclassification, or similar change without receiving consideration, the Board will equitably adjust the number and kind of Option Shares and the Exercise Price so the Optionee’s aggregate economic position immediately after the change is substantially equivalent to the position immediately before it. No adjustment will increase the aggregate exercise price for the then-outstanding portion, except for rounding. The Board’s good-faith determination is binding absent manifest error.
7. Corporate Transactions
In a merger, consolidation, sale of substantially all assets, or similar transaction, the Company may require assumption or substitution of the vested Option by the successor, permit exercise immediately before closing, or terminate the Option at closing in exchange for the positive spread value, if any, payable in the same form of consideration generally paid to common stockholders. If the per-share transaction value does not exceed the Exercise Price, the Company may terminate the Option without payment after reasonable notice and an opportunity to exercise.
8. No Stockholder Rights
The Optionee has no voting, dividend, inspection, preemptive, or other stockholder right with respect to Option Shares until those shares are validly issued upon exercise and entered in the Company’s records.
9. Securities-Law Restrictions
Neither the Option nor the Option Shares have necessarily been registered under the Securities Act of 1933. The Company may rely on an available exemption or a subsequently effective registration statement. Unless the Company determines otherwise, shares issued on exercise will be restricted securities and may bear restrictive legends or be subject to stop-transfer instructions. The Company has no obligation to register the Option or Option Shares or make them freely tradable.
10. Investment and Compliance Representations
At grant and each exercise, the Optionee represents that the Option and Option Shares are acquired for compensation and investment and not with a present view to an unlawful distribution; the Optionee has access to the Company’s public reports and information reasonably requested; and the Optionee can bear the economic risk of illiquid securities. The Optionee will comply with the Company’s insider-trading, hedging, pledging, lock-up, and market-standoff policies applicable to directors.
11. Transfer Restrictions
The Option may not be sold, assigned, pledged, hypothecated, or otherwise transferred, except by will or the laws of descent and distribution. During the Optionee’s lifetime, only the Optionee may exercise it. A prohibited transfer is void. The Company may transfer its obligations to a successor that assumes them.
12. Nonqualified Status; Taxes and Reporting
The Option is a nonqualified stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code. The Optionee is responsible for taxes arising from grant, vesting, exercise, or disposition. The Company may make required information reports and condition exercise or share delivery on arrangements satisfactory to the Company for any legally required withholding or reporting.
13. Section 409A Intent
The parties intend the Option to be exempt from Section 409A of the Internal Revenue Code because the Exercise Price is not less than Fair Market Value on the Grant Date and the Option contains no additional deferral feature. The Company does not guarantee a tax result, and no provision will be interpreted to permit a reduction of the Exercise Price or extension beyond the original term.
14. Administration
The Board administers the Option and may interpret this Agreement, determine Fair Market Value, correct clerical errors, adopt exercise procedures, and make factual determinations. Good-faith decisions are final and binding, subject to applicable law. No administrative action may reduce the Exercise Price, extend the Expiration Date, or materially impair a vested right without the Optionee’s written consent, except as required to comply with law.
15. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California and, if federal subject-matter jurisdiction exists, the United States District Court for the Central District of California for any action arising out of or relating to this Agreement, and waives any objection based on personal jurisdiction, venue, or forum non conveniens.
16. Notices
A notice must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated in the Company’s records. Notice is effective upon receipt.
17. Entire Agreement; Amendment; Waiver
This Agreement and the related Director Service Agreement constitute the complete agreement concerning the Option and Board service compensation addressed by each instrument. An amendment or waiver must be in a writing signed by the Company and Optionee, except for an adjustment or administrative action expressly permitted above. A waiver applies only to the matter stated and is not a continuing waiver.
18. Severability; Counterparts; Electronic Signatures
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
AGREED AND ACCEPTED:
Nightfood Holdings, Inc.
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer |
| /s/ Christopher Dieterich | |
| Christopher Dieterich, Optionee |
EXHIBIT A
NOTICE OF EXERCISE
To: Nightfood Holdings, Inc.
Option No.: O-DIR-2026-01
The undersigned elects to purchase __________________ Option Shares under the above Option.
Payment method (check one):
[ ] Cash payment of $__________________.
[ ] Net exercise under Section 5.
Please issue the shares as follows:
Registered holder: ______________________________________________
Address: ______________________________________________________
Tax identification number: ________________________________________
The undersigned confirms the representations and compliance obligations in the Option Agreement as of the exercise date.
____________________________________
Christopher Dieterich, Optionee
Date: __________________________________
Exhibit 10.8
EMPLOYMENT AGREEMENT
CHIEF FINANCIAL OFFICER
Effective as of August 10, 2026
This Employment Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Yury Pyatigorsky (the “Employee”), effective as of the date stated above (the “Effective Date”).
1. Position, Duties and Reporting
The Company employs the Employee, and the Employee accepts employment, as the Company’s Chief Financial Officer. The Employee will report directly to Jimmy Chan, the Company’s Chief Executive Officer, or to any successor Chief Executive Officer designated by the Board of Directors (the “Board”). The Employee will perform the customary duties of the chief financial officer of a public company, including responsibility for SEC reporting support, financial reporting and controls, coordination with the Company’s independent auditors, budgeting, and financing support, together with other duties reasonably consistent with the position that may be assigned by the Chief Executive Officer or the Board.
2. Full-Time Service; Work Location
The Employee will serve on a full-time basis and will principally perform services in California. The Employee will devote the professional time and attention reasonably necessary to perform the duties of Chief Financial Officer and will comply with applicable law and lawful Company policies applicable to similarly situated officers.
3. At-Will Employment
The Employee’s employment is at will. Either the Employee or the Company may terminate the employment relationship at any time, with or without cause or advance notice, subject only to payment of earned wages and other amounts required by applicable law. This Agreement does not create a guaranteed term of employment. The at-will relationship may be modified only by a written agreement expressly modifying that relationship and signed by the Employee and a representative specifically authorized by the Board.
4. Base Salary
Beginning on the Effective Date, the Company will pay the Employee a base salary at the rate of $5,000 per month (equivalent to $60,000 annually), less applicable taxes and withholdings, in installments in accordance with the Company’s regular payroll practices and applicable law (the “Base Salary”).
The first date on which the Company’s common stock is listed and begins trading on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 is the “Uplisting Date.” Beginning with the first monthly compensation period that commences after the Uplisting Date, the Base Salary will increase to $10,000 per month (equivalent to $120,000 annually), less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices and applicable law.
5. Wage-and-Hour Classification
The Employee will be treated as an exempt salaried employee under applicable wage-and-hour law and will not be eligible for overtime compensation. The Base Salary is intended to compensate the Employee for all services performed in carrying out the duties of Chief Financial Officer, regardless of the number of hours worked in a particular workweek, subject to applicable law.
| Nightfood Holdings, Inc. | CFO Employment Agreement | Page 1 |
6. Expense Reimbursement
The Company will reimburse the Employee for reasonable and necessary business expenses incurred in performing services for the Company, subject to prior approval when reasonably practicable, timely submission of supporting documentation, the Company’s generally applicable reimbursement procedures, and applicable law.
7. Other Compensation and Benefits
Except for the Base Salary, expense reimbursement, indemnification and insurance protection described in this Agreement, and benefits or paid leave required by applicable law, this Agreement does not provide or promise any bonus, equity award, severance, or other compensation or benefit.
8. Confidentiality
The Employee will preserve the confidentiality of the Company’s nonpublic information, including nonpublic financial information, forecasts, budgets, financing plans, business plans, customer and vendor information, technology, trade secrets, internal controls, audit materials, and information received from third parties under a duty of confidentiality (collectively, “Confidential Information”). The Employee will use Confidential Information solely to perform services for the Company and will not disclose it except as authorized by the Company or required by law. Confidential Information does not include information that the Employee can demonstrate was lawfully known without a duty of confidentiality, becomes public through no breach of this Agreement, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of Confidential Information.
Nothing in this Agreement prohibits or restricts the Employee from communicating with, reporting possible violations to, or participating in an investigation or proceeding conducted by the Securities and Exchange Commission, another governmental authority, or law enforcement; making disclosures protected by whistleblower laws; discussing or disclosing wages, hours, or working conditions as protected by law; or receiving an award from a governmental authority. The Employee is not required to notify or obtain authorization from the Company before making a protected communication.
Under 18 U.S.C. Section 1833(b), the Employee will not be held criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected legal violation, or in a complaint or other document filed under seal. An individual who files a retaliation lawsuit may disclose the trade secret to the individual’s attorney and use it in the proceeding if filings containing the trade secret are made under seal and the trade secret is not disclosed except by court order.
9. Company Property and Records
All Company records, credentials, devices, financial materials, work papers, and other property furnished to or prepared by the Employee for Company purposes remain Company property. Upon request or termination of employment, the Employee will promptly return or securely delete Company property and Confidential Information, subject to legal-hold instructions and the Employee’s right to retain personal payroll, tax, and executed-agreement records.
10. Indemnification and D&O Insurance
The Employee will be entitled, in the Employee’s capacity as an officer of the Company, to indemnification and advancement of expenses to the fullest extent provided by applicable law, the Company’s governing documents, and any separate indemnification agreement, on terms generally applicable to similarly situated Company officers. During the Employee’s service as Chief Financial Officer, and thereafter for claims arising from that service to the extent coverage is maintained for similarly situated former officers, the Company will use commercially reasonable efforts to maintain directors’ and officers’ liability insurance covering the Employee on terms generally applicable to similarly situated officers. These rights are nonexclusive and survive termination of employment for acts or omissions occurring during the Employee’s service.
| Nightfood Holdings, Inc. | CFO Employment Agreement | Page 2 |
11. Termination; Effect
Upon termination of employment, the Employee will be entitled only to earned and unpaid wages through the termination date, approved unreimbursed business expenses, and any other amounts required by applicable law. No severance is payable under this Agreement. Sections 8 through 16, and any accrued rights or obligations that by their nature should survive, will survive termination.
12. Governing Law
This Agreement and the employment relationship are governed by the laws of the State of California, without regard to conflict-of-laws principles, except that the Company’s corporate authority, governing documents, and the scope of corporate indemnification and advancement rights are governed by applicable Nevada law. Any action arising out of or relating to this Agreement must be brought in a court of competent jurisdiction in California, subject to applicable venue law.
13. Notices
A notice under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the address or email most recently designated by the receiving party in the Company’s records. Notice is effective upon receipt.
14. Entire Agreement; Amendments; Assignment
This Agreement constitutes the parties’ complete agreement concerning the Employee’s employment and supersedes prior oral or written discussions or understandings concerning that subject. An amendment or waiver must be in a writing signed by both parties, except for lawful changes to duties, reporting relationships, policies, payroll administration, or classification that this Agreement expressly permits. The Employee may not assign this Agreement. The Company may assign it to a successor that assumes the Company’s obligations.
15. Severability; No Waiver
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will continue in effect. A waiver is effective only in the specific instance and for the specific purpose stated in writing and does not waive any later breach.
16. Counterparts; Electronic Signatures
This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
AGREED AND ACCEPTED:
NIGHTFOOD HOLDINGS, INC. |
EMPLOYEE | ||
| By: | /s/ Jamie Steigerwald | /s/ Yury Pyatigorsky | |
| Name: | Jamie Steigerwald | Yury Pyatigorsky | |
| Title: | COO | ||
| Nightfood Holdings, Inc. | CFO Employment Agreement | Page 3 |
Exhibit 99.1
Nightfood Holdings Updates Board Composition and Appoints New CFO
LOS ANGELES, August 14, 2026 — Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics (“TechForce” or the “Company”), today announced changes to its board of directors, executive leadership and the implementation of standing board committees. The actions were reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
These changes were made in furtherance of the Company’s listing application submitted to NASDAQ. The Company understands that there is no assurance that it will meet NASDAQ’s listing qualifications or that NASDAQ will even list the Company.
Effective Aug. 7, 2026, Lei Sonny Wang and Thomas Morse resigned from the board. Wang continues to serve as the Company’s Chief Revenue Officer. Neither resignation resulted from a disagreement with the Company. The board appointed Darren Kenney and Ronald J. Stauber as directors effective the same day. Kenney is an experienced CPA and licensed California real estate broker. Stauber is an attorney with experience in corporate governance, securities offerings, business combinations and financing.
Following these changes, the board consists of five directors. Based on the board’s independence and committee-eligibility determinations, three directors, Kenney, Stauber and Christopher Dieterich, are independent. The board also established three standing committees and adopted written charters:
| ● | Audit Committee: Darren Kenney (chair); Christopher Dieterich; and Ronald J. Stauber. | |
| ● | Compensation Committee: Christopher Dieterich (chair); and Ronald J. Stauber. | |
| ● | Nominating: Corporate Governance and Compliance Committee: Ronald J. Stauber (chair); and Christopher Dieterich. |
Together with the board’s independent-director majority, these committee assignments meet the board and committee composition standards of the Nasdaq stock market.
On Aug. 10, 2026, the board appointed Yury Pyatigorsky as Chief Financial Officer. Jimmy Chan resigned from the Chief Financial Officer position and continues to serve as the Company’s Chief Executive Officer and Secretary.
Additional information is available in the Company’s Form 8-K and the committee charters posted on the Company’s corporate governance page.
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is building an AI-powered enterprise robotics and automation platform focused on transforming how organizations automate physical operations. Through the development, acquisition, and commercialization of intelligent technologies, the Company is creating an integrated platform that combines autonomous robotics, artificial intelligence, software, and Robotics-as-a-Service (RaaS) to enable connected, intelligent workflows across commercial and industrial environments.
The Company’s strategy extends beyond individual robotic systems to developing the technology infrastructure that allows robots, AI, sensors, and enterprise software to operate as coordinated intelligent networks. By integrating hardware, software, and recurring service offerings, Nightfood seeks to accelerate enterprise adoption of autonomous automation while creating scalable, recurring revenue opportunities.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the Company’s anticipated uplisting to a national securities exchange, its ability to satisfy applicable listing requirements, and other future events and developments.
These forward-looking statements are based on management’s current expectations, estimates, projections, beliefs and assumptions. They are subject to significant risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. Forward-looking statements are often identified by words such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “intends,” “believes,” “targets,” “may,” “could,” “would,” “will,” “should,” “potential” and similar expressions.
Factors that could cause actual results to differ materially include the Company’s ability to satisfy applicable initial listing requirements, obtain required approvals, complete any related corporate actions and address other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. There can be no assurance that the Company will successfully complete an uplisting to a national securities exchange.
Forward-looking statements contained in this press release speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by applicable law.
Investor Relations & Media Relations & Corporate Communications Contacts
For more information on Nightfood Holdings, Inc. (OTCQB: NGTF), please visit www.nightfoodholdings.com.
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ir@nightfoodholdings.com
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