NGTF 8-K/A
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (
(Former Name or Former Address, if Changed Since Last Report)
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) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging Growth Company
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. ☐
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 |
EXPLANATORY NOTE
The Amendment modifies certain terms of the original Share Exchange Agreement, as described in the Original 8-K. These modifications update the methodology for calculating the number of shares to be issued, while the purchase price remains unchanged. No other changes have been made to the disclosures in the Original 8-K, which continue to be accurate as of the date of its filing.
1
Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2024, the Company, Future Hospitality Ventures Holdings, Inc., SWC Group, Inc., and Sugarmade, Inc. entered into the Amendment, which modifies certain terms of the Share Exchange Agreement dated September 4, 2024 (the “Agreement”), previously disclosed in the Original 8-K.
The Amendment modifies the method for calculating the number of shares to be issued under the Agreement. Under the revised terms, the share issuance will be determined based on the 90-day Volume Weighted Average Price (VWAP) of the Company’s common stock as of December 4, 2024.
Except as expressly amended, all other terms and conditions of the Agreement remain unchanged and in full force and effect. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | First Amendment to the Share Exchange Agreement dated December 10, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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: December 19, 2024
3
Exhibit 10.1
FIRST AMENDMENT TO THE SHARE EXCHANGE AGREEMENT
This First Amendment to the Share Exchange Agreement (the “Amendment”) is entered into as of December 10, 2024, by and among Nightfood Holdings, Inc., a Nevada corporation (“Parent Company”), Future Hospitality Ventures Holdings, Inc., a wholly-owned subsidiary of Nightfood Holdings, Inc. (“FHVH”), SWC Group, Inc., a California corporation (“SWC”), and Sugarmade, Inc. (the “SWC Shareholder”) (collectively, the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Share Exchange Agreement dated September 4, 2024 (the “Agreement”), pursuant to which the Parent Company agreed to acquire all issued and outstanding shares of SWC, subject to certain conditions; and
WHEREAS, the Parties desire to amend the Agreement to address the terms related to transaction pricing and share calculations while ensuring the economic intent of the Agreement remains unchanged.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENTS
| 1. | Transaction Pricing and Share Calculations |
The Parties hereby agree that the pricing of the transaction, including the valuation and terms governing the number of shares to be issued under the Agreement, shall be based on the 90-day Volume Weighted Average Price (VWAP) of the Parent Company’s common stock as of December 10, 2024 (the “Pricing Date”). Accordingly, the number of shares to be issued pursuant to the Agreement shall be calculated based on the valuation and terms applicable as of the Pricing Date.
This provision ensures that the economic terms of the transaction are consistent with the original intent of the Parties at the time of signing the Agreement, preserving fairness and avoiding any unintended dilution or adjustments due to changes in the timeline.
| 2. | Waiver of Defaults |
The Parties mutually waive any and all defaults or delays that may have arisen under the Agreement prior to this Amendment. Such waiver is made without prejudice to any rights or obligations set forth in the Agreement or this Amendment.
| 3. | No Other Modifications |
Except as expressly amended herein, all terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.
| 4. | Governing Law |
This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
| 5. | Counterparts |
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
(Signature page to follow)
2
IN WITNESS WHEREOF, the Parties have executed this Amendment to the Agreement as of the date first written above.
| Nightfood Holdings, Inc. | ||
| By: | /s/ Sonny Wang | |
| Name: | Sonny Wang | |
| Title: | CEO, Director | |
| Future Hospitality Ventures Holdings, Inc. | ||
| By: | /s/ Sonny Wang | |
| Name: | Sonny Wang | |
| Title: | CEO | |
| SWC Group, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | CEO | |
| Sugarmade, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | CEO, Chairman | |
3