NightFood Holdings Reports Undisclosed Material Definitive Agreement

TL;DR

**NightFood signed a big deal, but they're not telling us what it is yet.**

AI Summary

NightFood Holdings, Inc. filed an 8-K on January 26, 2024, reporting an "Entry into a Material Definitive Agreement" that occurred on January 22, 2024. While the filing indicates a significant agreement, it does not disclose the specific details, parties involved, or financial terms of this agreement. This matters to investors because a material definitive agreement can significantly impact the company's future operations, financial health, and stock value, but without details, the nature of this impact remains unknown.

Why It Matters

This filing signals a potentially significant business change for NightFood Holdings, Inc., but the lack of specific details leaves investors in the dark about its potential positive or negative implications.

Risk Assessment

Risk Level: medium — The risk is medium because a material definitive agreement could be highly beneficial or detrimental, and the absence of details creates uncertainty for investors.

Analyst Insight

A smart investor would await further disclosures from NightFood Holdings, Inc. regarding the specifics of this material definitive agreement before making any investment decisions, as the current filing lacks critical information to assess its impact.

Key Players & Entities

• NightFood Holdings, Inc. (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of the earliest event reported
• January 26, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• NightFood Holdings, Inc. will file another 8-K or press release within the next 30 days to disclose the specifics of the material definitive agreement. (NightFood Holdings, Inc.) — medium confidence, target: 2024-02-26

FAQ

Key Financial Figures

• $0.001 — hange all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the "FHVH
• $0.025 — rt into 6,000 shares of common stock at $0.025 per share (the "Series C Preferred Stoc

Filing Documents

• ea192227-8k_nightfood.htm (8-K) — 27KB
• ea192227ex10-1_nightfood.htm (EX-10.1) — 119KB
• 0001213900-24-007066.txt ( ) — 339KB
• ngtf-20240122.xsd (EX-101.SCH) — 3KB
• ngtf-20240122_lab.xml (EX-101.LAB) — 33KB
• ngtf-20240122_pre.xml (EX-101.PRE) — 22KB
• ea192227-8k_nightfood_htm.xml (XML) — 3KB

01 Entry Into A Material Agreement

Item 1.01 Entry Into A Material Agreement. On January 22, 2024, Nightfood Holdings, Inc. ("NGTF"), Future Hospitality Ventures Holdings Inc., a Nevada corporation, and its subsidiaries ("FHVH"), Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF (the "NGTF Series A Shareholder") and Lei Sonny Wang, the sole shareholder of FHVH (the "FHVH Shareholder") entered into a share exchange agreement (the "Exchange Agreement") whereby NGTF has agreed to acquire FHVH through a share exchange (the "Exchange") whereby FHVH will become a wholly-owned subsidiary of NGTF. NGTF's Board of Directors (the "Board") unanimously determined that the transactions contemplated by the Exchange Agreement, including the Exchange, are in the best interests of the Company and its stockholders, and approved the Exchange Agreement and the transactions contemplated by the Exchange Agreement. The Exchange Agreement was also approved by the affirmative vote of NGTF's majority stockholder entitling it to a majority of the voting power. Pursuant to the Exchange Agreement, the FHVH Shareholder will exchange all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the "FHVH Common Stock") owned by him to NGTF for: (i) all 1,000 issued and outstanding shares of NGTF's Series Super Voting A Preferred Stock held by the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTF's Series C Convertible Preferred Stock, each of which shall convert into 6,000 shares of common stock at $0.025 per share (the "Series C Preferred Stock", and together with the Series A Super Voting Preferred Stock, the "NGTF Exchange Shares"). The closing of the transactions will take place as soon as practicable after the satisfaction of the conditions set forth in the Exchange Agreement, unless the Exchange Agreement is terminated or the conditions are waived, but no later than thirty (30) calendar days after the execution of the Exchange Agreement

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Share Exchange Agreement by and among Nightfood Holdings, Inc., Future Hospitality Ventures Holdings Inc., Sean Folkson as the holder of the Series A Preferred Stock of NGTF and the sole shareholder of FHVH dated January 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

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 thereunto duly authorized. Date: January 26, 2024 NIGHTFOOD HOLDINGS, INC. By: /s/ Sean Folkson Name: Sean Folkson Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR