NGTF 8-K/A
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2025, the Company entered into the Second Amendment to the Share Exchange Agreement, dated September 4, 2024, as amended on December 10, 2024 (the “Share Exchange Agreement”), by and among the Company, Future Hospitality Ventures Holdings, Inc., a wholly owned subsidiary of the Company (“FHVH”), SWC Group, Inc. (“SWC”), and Sugarmade, Inc., the sole shareholder of SWC.
The Second Amendment (i) provides that SWC will deliver its outstanding shares directly to the Company, rather than to FHVH, and, as a result, SWC will become a wholly owned subsidiary of the Company; (ii) requires SWC to deliver its stock ledger and resolutions evidencing the share transfer to the Company; (iii) adjusts the closing date of the Share Exchange Agreement to March 31, 2025; and (iv) restates Section 1.2 of the Share Exchange Agreement to adjust the calculation of the Purchase Price to be based on $0.02 per share of common stock, $0.001 par value per share, of the Company, and as a result, the Company shall issue 83,333.33 shares of Series C Preferred Stock, $0.001 par value per share, of the Company to SWC..
Except as expressly amended, all other terms and conditions of the Share Exchange Agreement remain unchanged and in full force and effect. A copy of the Second Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 2, 2025, the Company issued a press release announcing the closing of its acquisition of SWC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | Second Amendment to the Share Exchange Agreement dated March 31, 2025. | |
| 99.1 | Press release, dated April 2, 2025, announcing the acquisition of SWC. | |
| 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 its behalf by the undersigned hereunto duly authorized.
| Nightfood Holdings Inc. | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer | |
Date: April 2, 2025
Exhibit 10.1
SECOND AMENDMENT TO THE SHARE EXCHANGE AGREEMENT
This Second Amendment (this “Amendment”) dated as of March 31, 2025 (the “Effective Date”) to the Share Exchange Agreement entered into on September 4, 2024 (the “Agreement”), by and between Nightfood Holdings, Inc., a Nevada corporation (the “Parent Company”), Future Hospitality Ventures Holdings, Inc., a wholly-owned subsidiary of Parent Company (“FHVH”), SWC Group, Inc., a California corporation (“SWC”), and Sugarmade, Inc., a Delaware corporation and the sole shareholder of SWC (the “SWC Shareholder”) (collectively, the “Parties”).
RECITALS
WHEREAS, the Parties entered into the Agreement pursuant to which the Parent Company agreed to acquire, through FHVH, all issued and outstanding shares of SWC, subject to certain terms and conditions;
WHEREAS, the Parties entered into a First Amendment to the Agreement on December 10, 2024, modifying certain terms related to transaction pricing and share calculations, while confirming all other terms and conditions of the Agreement remained unchanged;
WHEREAS, the Parties now acknowledge that the transaction contemplated in the Agreement has not yet been consummated due to outstanding conditions and mutual agreement among the Parties; and
WHEREAS, the Parties desire to further amend the Agreement to (a) revise the delivery obligations in Section 1.1, such that SWC shall deliver the SWC Common Stock to the Parent Company and become a wholly-owned subsidiary of the Parent Company, rather than FHVH; (b) require SWC to deliver a copy of its stock ledger and resolutions evidencing the transfer of the SWC Common Stock to the Parent Company in accordance with Section 1.4(b)(ii); and (c) update the Closing Date to reflect the current status of the transaction.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1. Definitions. Capitalized terms used and not defined in this Amendment have their respective meanings assigned to them in the Agreement.
2. Amendments. As of the Effective Date, the Agreement is hereby amended or modified as follows:
| (a) | the “Closing Date” as defined in Section 1.3 of the Agreement is hereby amended to mean March 31, 2025, or such other date as the Parties may mutually agree in writing. |
| (b) | Section 1.1 of the Agreement is hereby amended to reflect that SWC shall deliver the SWC Common Stock to the Parent Company, rather than FHVH, and shall become a wholly-owned subsidiary of the Parent Company. This amendment is intended to enable the Parent Company to effectively present segmented revenue and maintain flexibility for future corporate restructuring. |
| (c) | Section 1.4(b)(ii) of the Agreement is hereby amended to require that SWC deliver to the Parent Company a copy of its stock ledger and resolutions evidencing the transfer of all issued and outstanding shares of SWC to the Parent Company on or prior to the Closing Date. |
| (d) | The Parties hereby amend and restate Section 1.2 of the Agreement in its entirety as follows: |
“1.2. Purchase Price. The aggregate purchase price for the SWC Common Stock shall be Ten Million Dollars ($10,000,000) (the “Purchase Price”), which shall be paid by Nightfood Holdings, Inc. (NGTF) through the direct issuance of shares of its Series C Preferred Stock (the “NGTF Exchange Shares”) to SWC Group, Inc.
The number of NGTF Exchange Shares to be issued shall be calculated using the following formula:
Number of Series C Preferred Shares = $10,000,000 ÷ $0.02 ÷ 6000
Applying the formula:
$10,000,000 ÷ $0.02 = 500,000,000 common share equivalents
500,000,000 ÷ 6000 = 83,333.33
Accordingly, NGTF shall issue 83,333.33 shares of Series C Preferred Stock to SWC Group, Inc. as consideration for the purchase of all
issued and outstanding shares of SWC.”
3. Effectiveness; Limited Effect. The Amendment shall be limited precisely as written and relates solely to the stated sections of the Agreement in the manner and to the extent described above, and nothing in this Amendment shall be deemed to constitute a waiver by NGTF or FHVH of compliance with respect to any other term, provision, or condition of the Agreement, or any other instrument or agreement referred to therein. The amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.
4. Miscellaneous. This Amendment and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Amendment and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically shall be effective as delivery of an original executed counterpart of this Amendment.
[Signature page to follow]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| Nightfood Holdings, Inc. | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer | |
| Future Hospitality Ventures Holdings, Inc. | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | President | |
| SWC Group, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
| Sugarmade, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer and Chairman | |
Exhibit 99.1
Nightfood Holdings Completes Acquisition of Carryout Supplies, Deepening Vertical Integration in AI-Powered Hospitality Automation
Recent Skytech deal combined with Carryout Supplies expands Nightfood’s footprint across automation, robotics, and packaging in the hospitality industry
TARRYTOWN, NY – April 2, 2025 – via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF), an emerging leader in artificial intelligence (AI)-powered hospitality automation, today announces the closing of its acquisition of S W C Holdings (Carryout Supplies), a leading provider of customized disposable packaging solutions for the food service and hospitality industries.
This announcement comes just one day after Nightfood revealed its acquisition of Skytech Automated Solutions, an AI robotics company with a growing portfolio of smart service technologies. Together, these two acquisitions significantly expand Nightfood’s capabilities across both the operational and logistical sides of hospitality, supporting a broader mission to transform hotel and foodservice operations through automation and strategic vertical integration.
“Acquiring Carryout Supplies is a major step forward in our strategy to transform hospitality operations,” said Jamie Steigerwald, chairman of Nightfood Holdings. “Combining their industry-leading packaging capabilities with our advanced automation technology enables us to offer more efficient, scalable solutions that directly address cost, labor, and operational challenges in the sector.”
The integration of Carryout Supplies adds a new layer to Nightfood’s Robotics-as-a-Service (RaaS) model by embedding packaging solutions within the automation supply chain. It also unlocks immediate cross-selling opportunities with Carryout’s established client base and provides access to key hospitality and foodservice accounts across North America.
Strategic Impact:
| ● | Expands Nightfood’s presence across the hospitality value chain. |
| ● | Unlocks operational synergies with Skytech’s automation platform. |
| ● | Provides immediate recurring revenue from packaging contracts. |
| ● | Positions Nightfood as a fully integrated solutions provider for hotels, resorts, and food service operators. |
With multiple acquisitions now closed in Q1 2025, Nightfood is accelerating its market entry into key verticals and executing a disciplined growth strategy focused on profitability, scale and innovation.
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is revolutionizing the hospitality industry by combining AI-powered robotics with strategic hotel acquisitions. The Company’s innovative approach uses advanced automation technology to significantly improve hotel efficiency, reduce operating costs, and address labor challenges. With its dual focus on owning hotel properties and offering Robotics-as-a-Service (RaaS), NGTF is strategically positioned to capitalize on the rapidly growing global service robotics market, which is expected to surpass $170 billion by 2030. This integrated business model provides scalable revenue streams and positions NGTF as a leader in hospitality automation.
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.
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