NGTF 8-K
NightFood Holdings, Inc. (NGTF)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On March 5, 2025, Nightfood Holdings, Inc. (the “Company”) issued a press release announcing the execution of a non-binding Letter of Intent (the “LOI”) with Skytech Automated Solutions Inc., a Delaware corporation (“Skytech”). A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On March 3, 2025, the Company entered into the LOI with Skytech, pursuant to which the Company proposes to acquire 100% of the issued and outstanding equity interests of Skytech for a purchase price of $6.2 million.
Under the terms of the LOI, the proposed purchase price would be comprised of: (a) 10,000 shares of the Company’s series C preferred stock, par value $0.001 (the “Series C Preferred Stock”) equal in value to $1.2 million, and (b) as contingent earnout payments, up to $5.0 million shares of Series C Preferred Stock payable upon Skytech achieving specified revenue milestones, such as $500,000 in equity for achieving $5,000,000 in revenue. All such equity issuances would be based on a 30-day volume-weighted average price (“VWAP”) calculation. The rights of the Series C Preferred Stock provide that each share may be converted into 6,000 shares of the Company’s common stock, par value $0.001 per share.
In addition, the Company proposes to grant to management of Skytech (a) an aggregate of $35,000,000 in performance-based equity awards based upon achieving certain revenue milestones, such as 3% equity for achieving $50 million in revenue and 3.5% for achieving $100 million in revenue; and (b) an aggregate of $18,110,000 in EBITDA-based equity awards based on achieving certain EBITDA milestones, such as 2% equity for achieving $1 million EBITDA and 3% equity for achieving $3 million EBITDA. All such equity issuances would be based on a 30-day VWAP calculation.
The proposed transaction will be structured as a tax-free reorganization under Section 368 of the Internal Revenue Code and is subject to the completion of due diligence and execution of a definitive agreement, which will contain customary representations, warranties and covenants. The LOI includes a 30-day exclusivity period during which Skytech has agreed not to solicit or enter into discussions regarding alternative transactions.
While the LOI outlines the preliminary terms of the potential transaction, it is non-binding, and there can be no assurance that a definitive agreement will be executed or that the transaction will be consummated on the terms set forth in the LOI or at all.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 behalf of the undersigned hereunto duly authorized.
Date: March 7, 2025
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Nightfood Holdings, Inc. (NGTF) Signs Letter of Intent to Acquire Skytech Automated Solutions Inc. to Expand AI-Powered Robotics Portfolio
TARRYTOWN, N.Y., March 3, 2025 (GLOBE NEWSWIRE) — via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF), a pioneering force in in AI-powered automation solutions for the hospitality industry, is thrilled to announce the signing of a Letter of Intent (LOI) to acquire Skytech Automated Solutions Inc., a Delaware-based innovator in robotic automation and smart service technologies.
This acquisition marks a pivotal milestone in Nightfood’s aggressive expansion strategy, reinforcing its leadership in the booming Robot-as-a-Service (RaaS) sector. By integrating Skytech’s cutting-edge technology into its portfolio, Nightfood is positioning itself to scale automation solutions across the hospitality landscape, fueling operational efficiencies, cost savings, and enhanced service capabilities.
Strategic Synergy and Deal Terms
Under the terms of the LOI, Nightfood Holdings will acquire 100% of Skytech’s equity interests in a deal valued at approximately $6.2 million, structured as follows:
| ● | $1.2 million in Series C Preferred Stock, issued at closing. |
| ● | Up to $5.0 million in performance-based earnout payments, contingent upon Skytech achieving progressive revenue milestones earnout payments tied to revenue targets of $5M, $10M, $25M and $50M. issued in Series C Preferred Shares convertible into Nightfood common stock based on a 30-day volume-weighted average price (VWAP) mechanism. |
This performance-driven deal structure ensures that shareholder value is maximized, rewarding growth and reinforcing Nightfood’s disciplined approach to M&A.
Scaling AI-Powered Automation in Hospitality
Skytech brings a proven track record in hospitality automation, with its management teams unique background and experience of managing over 130 hotels, as well as developing more than 50 properties. The team possesses deep expertise in hotel operations, smart automation, and robotic deployment strategies, enabling more efficient resource allocation and cost reduction for hospitality providers.
“With this acquisition, we are executing our vision of embedding AI-powered robotics into high-demand hospitality applications,” said Jamie Steigerwald, Chairman of Nightfood Holdings. “Skytech’s innovative technology aligns perfectly with our growth strategy, allowing us to scale automation services across hotels, food service , and senior care communities. Our mission remains clear: build long-term shareholder value while solidifying our leadership in AI-driven automation.”
Fueling Nightfood’s Multi-Million Dollar Expansion Plan
This acquisition is the latest step in Nightfood’s ambitious $40 million acquisition roadmap, designed to accelerate revenue growth and expand market leadership. The Company has already completed the acquisition of Future Hospitality Ventures and expects to finalize the pending SWC Group Inc acquisition by Q2 2025.
“The addition Skytech marks another critical milestone in o executing our acquisition roadmap,” said Sonny Wang, CEO of Nightfood Holdings. “We are strategically integrating complementary technologies and revenue streams to enhance our leadership position in AI-driven automation. This move does not only strengthen our market positioning but creates exciting long-term value for our shareholders.”
Next Steps: Advancing Toward a Definitive Agreement
Nightfood Holdings will now enter a 30-day due diligence period, during which it will evaluate Skytech’s financials, contracts, intellectual property, and operational synergies. A definitive agreement is expected to be finalized in Q2 2025, pending to customary closing conditions.
Investors can expect further strategic expansion announcements in the coming months, as Nightfood continues to drive its AI-powered automation strategy forward.
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is an acquisition and development company focused on technology-driven hospitality solutions, in AI-powered automation and robotics for the hotel and food service industries. Through strategic acquisitions, Nightfood is establishing itself as a leader in Robot-as-a-Service(RaaS), helping businesses streamline operations, enhance efficiency, and maximize asset value across both customer-facing and back-end applications.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events and Nightfood Holdings’ expected performance. These statements are subject to risks and uncertainties, and actual results may differ materially from expectations. Investors are encouraged to review the company’s SEC filings for additional information.
For more information on Nightfood Holdings, Inc. (OTCQB: NGTF), please visit www.nightfoodholdings.com.
Investor & Media Contacts
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Nightfood Holdings, Inc.
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