NightFood Holdings, Inc 8-K, filed Oct 21, 2026
NightFood Holdings, Inc. (NGTFD)
About this 8-K
NightFood Holdings, Inc filed this 8-K on October 21, 2026, reporting on events of October 20, 2026.
Nightfood Holdings, Inc. entered global lockup agreements barring note conversions and warrant exercises from October 20, 2026 through January 17, 2027, subject to voluntary actions permitted by irrevocable written notice from the company. AI summary
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On October 20, 2026 (the “Effective Date”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), entered into a Global Lockup Agreement (the “Lockup Agreement”) with Mast Hill Fund, L.P. (the “Mast Hill”) and, Pacific Pier Capital, LLC (“Pacific Pier”, collectively, Mast Hill, and Pacific Pier the “Note Holders”), each a holder of convertible promissory notes previously issued by the Company (the “Notes”). The Lockup covers the Notes, and all common stock purchase warrants the Company issued to the Note Holders in connection with the Notes (the “Warrants”).
Under the Lockup Agreements, and notwithstanding anything to the contrary in the Notes and Warrants, the Note Holders agreed not to convert any of the Notes or exercise any of the Warrants from October 20, 2026, through January 17, 2027 (the “Lock-Up Period”). During the Lock-Up Period, the Company may, at its sole discretion and at any time, give the Note Holders irrevocable written notice permitting the Note Holder to voluntarily convert the Notes or exercise the Warrants. The Note Holder is not required to make any such conversion or exercise.
The foregoing description of the Lock-Up Agreement is a summary only and is qualified in its entirety by reference to the full text of the Lockup Agreements copies of which are filed as Exhibit 10.1, and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | Lock-Up and Standstill Agreement between the Company and Mast Hill Fund, L.P. dated October 20, 2026 | |
| 10.2 | Lock-Up and Standstill Agreement between the Company and Pacific Pier Capital, LLC dated October 20, 2026 | |
| 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.
Date: October 21, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
GLOBAL LOCKUP
THIS GLOBAL LOCKUP (the “Lockup”) is entered into as of October 20, 2026 (the “Effective Date”), by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. The Company and Holder are the parties to those certain promissory notes issued by the Company to the Holder on the dates identified in Exhibit “A” to this Lockup (the “Notes”), as well as all of the common stock purchase warrants issued by the Company to Holder in connection with the Notes (the “Warrants”); and
B. The Parties desire to enter into this Lockup with respect to the Notes and Warrants as set forth expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Lockup and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Notwithstanding anything to the contrary in the Notes and Warrants, the Holder shall not effectuate any conversion under the Notes or exercise under the Warrants during the period beginning on the Effective Date and continuing through January 17, 2027 (the “Lock-Up Period”). Notwithstanding the foregoing, the Company may at any time during the Lock-Up Period, at the Company’s sole discretion, give irrevocable written notice to the Holder to permit the Holder to voluntarily effectuate conversion(s) under the Notes (each an “Optional Conversion”) or exercise(s) under the Warrants (each an “Optional Exercise”). For the avoidance of doubt, the Holder shall not be required to effectuate such Optional Conversion(s) or Optional Exercise(s).
2. This Lockup shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the Lockup shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
3. This Lockup may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes
[Signature page to follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Lockup as of the Effective Date.
| NIGHTFOOD HOLDINGS, INC. | Mast Hill Fund, L.P. | |||
| By: | /s/ Jimmy Chan | By: | /s/ Patrick Hassani | |
| Name: | Jimmy Chan | Name: | Patrick Hassani | |
| Title: | Chief Executive Officer | Title: | Chief Investment Officer | |
Exhibit 10.2
GLOBAL LOCKUP
THIS GLOBAL LOCKUP (the “Lockup”) is entered into as of October 20, 2026 (the “Effective Date”), by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and PACIFIC PIER CAPITAL II, LP, a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. The Company and Holder are the parties to those certain promissory notes issued by the Company to the Holder on June 18, 2026 (the “First Note”) and August 27, 2026 (the “Second Note”, and collectively with the First Note, the “Notes”); and
B. The Parties desire to enter into this Lockup with respect to the Notes as set forth expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Lockup and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Notwithstanding anything to the contrary in the Notes, the Holder shall not effectuate any conversion under the Notes during the period beginning on the Effective Date and continuing through January 17, 2027 (the “Lock-Up Period”). Notwithstanding the foregoing, the Company may at any time during the Lock-Up Period, at the Company’s sole discretion, give irrevocable written notice to the Holder to permit the Holder to voluntarily effectuate conversion(s) under the Notes (each an “Optional Conversion”). For the avoidance of doubt, the Holder shall not be required to effectuate such Optional Conversion(s).
2. Conversion Shares Held with the Company’s Transfer Agent. Any shares of the Company’s common stock issued to the Holder upon any conversion under the Notes during the Lock-Up Period, including any Optional Conversion (the “Conversion Shares”), shall be issued in book-entry form and remain registered in the Holder’s name on the Company’s stock ledger maintained by the Company’s transfer agent through the end of the Lock-Up Period. During the Lock-Up Period, the Holder shall not transfer, sell, assign, pledge, encumber or otherwise dispose of any Conversion Shares, including by transferring such shares to any brokerage account, except pursuant to an early release expressly permitted under this Agreement. The Holder authorizes the Company to instruct its transfer agent to place and maintain stop-transfer instructions on the Conversion Shares to enforce these restrictions. Upon expiration of the Lock-Up Period or an applicable early release under this Agreement, the Company shall within 48 hours instruct its transfer agent to remove the corresponding contractual stop-transfer restrictions, and the Holder may transfer the released Conversion Shares to an account of its choosing, subject to applicable law and any other applicable restrictions.
3. Section 4.6 of the Second Note shall apply to this Lockup.
4. This Lockup may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes
[Signature page to follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Lockup as of the Effective Date.
| NIGHTFOOD HOLDINGS, INC. | PACIFIC PIER CAPITAL II, LP | |||
| By: | Pacific Pier Capital Management Group, LLC, its manager | |||
| By: | /s/ Jimmy Chan | By: | /s/ Edward Deese | |
| Name: | Jimmy Chan | Name: | Edward Deese | |
| Title: | Chief Executive Officer | Title: | Authorized Signatory | |