NGTF 8-K
NightFood Holdings, Inc. (NGTF)
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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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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into A Material Agreement.
The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 25, 2025, Lei Sonny Wang (the “Seller”) and Jimmy Chan (the “Buyer”), the Chief Executive Officer of NightFood Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) whereby the Seller sold 1000 shares of Series A Super Voting Preferred Stock, par value $0.001 per share (the “Shares”) of the Company to the Buyer for an aggregate purchase price of $10.00.
As previously reported in the Company’s Form 8-K filed on June 8, 2023, the Shares are subject to a Security Agreement dated June 1, 2023, between the Company and Mast Hill Fund, L.P. (“Mast Hill”), and a Pledge Agreement dated June 1, 2023, between Mast Hill and Sean Folkson (“Pledge Agreement”), whereby Mr. Folkson granted a security interest in the Shares to Mast Hill. Pursuant to the Purchase Agreement and Pledge Agreement, the Seller and the Buyer entered into an Assignment of the Pledge Agreement, dated July 25, 2025, whereby the Buyer, irrevocably acquired all right, title, interests, duties, liabilities and obligations under the Pledge Agreement related to the Shares.
The foregoing is a brief description of the Purchase Agreement, the Pledge Agreement, the Security Agreement and Assignment of Pledge Agreement, and is qualified in its entirety by reference to the full text of such documents.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Securities Purchase Agreement, dated July 25, 2025, by and between Lei Sonny Wang and Jimmy Chan | |
| 10.2 | Assignment of Pledge Agreement, dated July 25, 2025, by and and between Lei Sonny Wang and Jimmy Chan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.
Date: August 4, 2025
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ LEI SONNY WANG | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 25, 2025, is entered into between Lei Sonny Wang (the “Seller”) and Jimmy Chan (the “Buyer”).
WHEREAS, Seller owns 1,000 shares of Series A Super Voting Preferred Stock, par value $0.001 per share (the “Shares”), of NightFood Holdings, Inc., a Nevada corporation (the “Company”);
WHEREAS, the Shares are subject to that certain Pledge Agreement dated June 1, 2023 by and among the Company, Mast Hill Fund, L.P. (“Mast Hill”) and Sean Folkson (“Pledge Agreement”), whereby Mr. Folkson granted a security interest in the shares of Series A Preferred Stock to Mast Hill (“Permitted Lien”);
WHEREAS, pursuant to that certain Assignment of Pledge Agreement dated February 2, 2024, by and between Mr. Folkson and Seller, Mr. Folkson assigned the pledge of security interest in the Series A Preferred Stock to Seller;
WHEREAS, pursuant to Section 13(d) of the Pledge Agreement, Seller has obtained the written consent from Mast Hill so as to the transfer the Shares and an assignment of the Pledge Agreement by Seller to Buyer in connection with the transaction hereby, attached hereto as Exhibit A (“Assignment”); and
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares. The aggregate purchase price for the Shares shall be $10.00 (the “Purchase Price”).
2. Closing. Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “Closing”) remotely by the exchange of documents and signatures (or their electronic counterparts) (the date of such exchange, the “Closing Date”). At the Closing:
(a) each of Seller and Buyer shall exchange executed copies of the Assignment to the other party;
(b) Buyer shall have delivered the Purchase Price to Seller; and
(c) Seller shall deliver to Buyer a copy of the Company’s stock ledger, updated to reflect the transfer of the Shares to Buyer, and Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller or Buyer prior to the Closing.
3. Closing Conditions.
(a) The obligation of Seller to sell, transfer and assign the Shares to Buyer hereunder is subject to the satisfaction of the following conditions as of the Closing:
(i) the representations and warranties of Buyer in Section 5 shall be true and correct on and as of the Closing Date; and
(ii) Buyer shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
(b) The obligation of Buyer to purchase the Shares from Seller is subject to the satisfaction of the following conditions as of the Closing:
(i) the representations and warranties of Seller in Section 4 shall be true and correct on and as of the Closing Date;
(ii) Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; and
(iii) Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated herein.
4. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
(a) This Agreement has been duly executed and delivered by Seller (assuming due execution and delivery by Buyer) and constitutes Seller’s legal, valid and binding obligation, enforceable against Seller in accordance with its terms.
(b) The Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), except for the Permitted Lien.
(c) The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller is a party or is subject or by which the Shares are bound.
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(d) No governmental, administrative or other third-party consents or approvals are required by or with respect to Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Seller, threatened against or by Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
(f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.
5. Representation and Warranties of Buyer.
(a) This Agreement has been duly executed and delivered by Buyer and (assuming due execution and delivery by Seller) constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
(b) Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
(c) No governmental, administrative or other third-party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
(e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.
6. Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
7. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
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8. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
9. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. No party may assign any of its rights or obligations hereunder.
10. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
11. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Nevada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.
| LEI SONNY WANG, an individual | ||
| By: | /s/ Lei Sonny Wan | |
| Name: | Lei Sonny Wang | |
| JIMMY CHAN, an individual | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
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EXHIBIT A
Assignment of Pledge Agreement
Exhibit 10.2
ASSIGNMENT OF PLEDGE AGREEMENT
THIS ASSIGNMENT OF PLEDGE AGREEMENT (“Assignment”) is made effective as of July 25, 2025 by and between Lei Sonny Wang, an individual, having an address at 205 S Marguerita Ave, Alhambra, California 91801 (“Assignor”), and Jimmy Chan, an individual, having an address at [_____________________________________________] (“Assignee”).
RECITALS
WHEREAS, Nightfood Holdings, Inc., a Nevada corporation (the “Company”) and Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”) have entered into those certain securities purchase agreements (as amended from time to time, the “Purchase Agreements”) with respect to the issuance by the Company to Mast Hill of: a promissory note in the principal amount of $700,000.00 dated September 23, 2022 (as amended from time to time, the “First Note”), promissory note in the principal amount of $619,000.00 dated February 5, 2023 (as amended from time to time, the “Second Note”), promissory note in the principal amount of $160,941.18 dated February 28, 2023 (as amended from time to time, the “Third Note”), promissory note in the principal amount of $160,941.18 dated March 24, 2023 (as amended from time to time, the “Fourth Note”), promissory note in the principal amount of $160,941.18 dated April 17, 2023 (as amended from time to time, the “Fifth Note”), promissory note in the principal amount of $200,000.00 dated June 1, 2023 (as amended from time to time, the “Sixth Note”), promissory note in the principal amount of $62,000.00 dated October 6, 2023 (as amended from time to time, the “Seventh Note”), promissory note in the principal amount of $62,000.00 dated on or around November 17, 2023 (as amended from time to time, the “Eighth Note”), promissory note in the principal amount of $170,588.00 dated on or around December 6, 2023 (as amended from time to time, the “Ninth Note”), promissory note in the principal amount of $388,300.00 dated on or around January 24, 2024 (as amended from time to time, the “Tenth Note”), promissory note in the principal amount of $336,000.00 dated on or around March 13, 2024 (as amended from time to time, the “Eleventh Note”), promissory note in the principal amount of $395,000.00 dated on or around May 9, 2024 (as amended from time to time, the “Twelfth Note”), promissory note in the principal amount of $473,000.00 dated on or around September 23, 2024 (as amended from time to time, the “Thirteenth Note”), promissory note in the principal amount of $206,000.00 dated on or around February 19, 2025 (as amended from time to time, the “Fourteenth Note,”), and promissory note in the principal amount of $425,000.00 dated on or around March 13, 2025 (as amended from time to time, the “Fifteenth Note,” and all the of the foregoing notes, collectively, the “Notes”);
WHEREAS, in order to secure the Notes, on June 1, 2023, the Company and Mast Hill entered into that certain Security Agreement dated as of June 1, 2023 by and between the Company and Mast Hill and that certain Pledge Agreement (as amended from time to time, the “Pledge Agreement”), whereby Sean Folkson granted to Mast Hill a security interest in all the shares of Series A Preferred Stock, $0.001 par value per share of the Company owned by him (“Series A Preferred Stock”);
WHEREAS, pursuant to that certain Share Exchange Agreement dated as of January 22, 2024, by and among the Company, Future Hospitality Ventures Holdings Inc., Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock, and Assignor as the sole shareholder of Future Hospitality Ventures Holdings Inc. and the Assignment of Pledge Agreement dated February 2, 2024 by and between Sean Folkson and Assignor, Assignor is the sole holder of all issued and outstanding Series A Preferred Stock; and
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WHEREAS, pursuant to Section 13(d) of the Pledge Agreement, Assignor obtained written consent from Mast Hill on July 24, 2025, as to the transfer of the Series A Preferred Stock and an assignment of the Pledge Agreement in connection with the Stock Purchase Agreement by and between Assignor and Assignee dated July 25, 2025 (the “SPA”) whereby the Assignor sold and transferred the Shares (as defined therein) to the Assignee.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, Assignor and Assignee (by acceptance of this Assignment) agree as follows:
1. Assignment by Assignor. Assignor irrevocably sells, assigns, grants, conveys, and transfers to Assignee all of Assignor’s right, title, and interest in and to the Pledge Agreement.
2. Assumption. Assignee unconditionally accepts such assignment and assumes all of Assignor’s duties, liabilities, and obligations under the Pledge Agreement, and agrees to perform all obligations, duties, liabilities and commitments of the Assignor under the Purchase Agreements, Notes, and all other transaction documentation entered into between the Company and Mast Hill in connection therewith (collectively, the “Transaction Documents”), of whatever kind or nature.
3. Representation. Assignor, Mast Hill and the Company each represent and warrant to Assignee that: (a) the Pledge Agreement attached hereto as Exhibit A is an accurate and complete copy of such agreement, as amended through the date hereof; (b) the Pledge Agreement is in full force and effect as of the date hereof, and none of the Company, Assignor nor Mast Hill have given notice, or taken any action, to terminate the Pledge Agreement; and (c) no default exists under the Pledge Agreement by Assignor, Mast Hill or the Company, nor does there exist any condition or event which would constitute an event of default had notice been given or applicable cure periods expired.
4. Notices. Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other party at its address set out below (or to such other address that the receiving party may designate from time to time in accordance with this section). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
| Notice to Mast Hill Fund, L.P | Mast Hill Fund, L.P. 150 Grossman Dr Suite 205 Braintree, MA 02184 |
| Email: [email protected] | |
| Attention: Patrick Hassani, Chief Investment Officer | |
| Notice to Nightfood Holdings, Inc. | 520 White Plains Road, Suite 500 Tarrytown, New York 10591 |
| Email: [email protected] | |
| Attention: Jimmy Chan, Chief Executive Officer |
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5. Entire Agreement; Modification. This Assignment is the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes and replaces all prior discussions, representations, communications and agreements (oral or written). This Assignment shall not be modified, supplemented, or terminated, nor any provision hereof waived, except by a written instrument signed by the party against whom enforcement thereof is sought, and then only to the extent expressly set forth in such writing.
6. Binding Effect. This Assignment is binding upon and inures to the benefit of Assignor and Assignee, and their respective heirs, executors, legal representatives, successors, and assigns, whether by voluntary action of the parties or by operation of law.
7. Duplicate Originals; Counterparts. This Assignment may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original. This Assignment also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute a fully executed agreement even though all signatures do not appear on the same document.
8. Unenforceable Provisions. Any provision of this Assignment which is determined by a court of competent jurisdiction or government body to be invalid, unenforceable or illegal shall be ineffective only to the extent of such determination and shall not affect the validity, enforceability or legality of any other provision, nor shall such determination apply in any circumstance or to any party not controlled by such determination.
9. Construction of Certain Terms. Defined terms used in this Assignment may be used interchangeably in singular or plural form, and pronouns shall be deemed to cover all genders. Article and section headings are for convenience only and shall not be used in interpretation of this Assignment. When used in this Assignment: “herein,” “hereof” and “hereunder” and other words of similar import refer to this Assignment as a whole and not to any particular section, paragraph or other subdivision; “section” refers to the entire section and not to any particular subsection, paragraph of other subdivision; “Assignment” and the Pledge Agreement referred to herein means this agreement as originally executed and as amended, supplemented, consolidated, extended or restated from time to time.
10. Governing Law; Venue. Section 13(f) of the Pledge Agreement shall apply to this Assignment.
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IN WITNESS WHEREOF, the undersigned hereby sign, seal and deliver this Assignment.
| ASSIGNOR: | ||
| LEI SONNY WANG, an individual | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| ASSIGNEE: | ||
| JIMMY CHAN, an individual | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| REMAINING PARTIES: | ||
| MAST HILL FUND, L.P., a Delaware limited partnership | ||
| By: | /s/ Patrick Hassani | |
| Name: | Patrick Hassani | |
| Title: | Chief Investment Officer | |
| NIGHTFOOD HOLDINGS, INC., a Nevada corporation | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
[Signature Page to Assignment of Pledge Agreement]
EXHIBIT A
PLEDGE AGREEMENT
[Exhibit A to Assignment of Pledge Agreement]