NightFood Holdings Reports Material Agreements, Acquisitions, Officer Changes

TL;DR

**NightFood Holdings just dropped an 8-K detailing major agreements, asset changes, and officer compensation shifts.**

AI Summary

NightFood Holdings, Inc. filed an 8-K on February 2, 2024, reporting on several key events including entering into a material definitive agreement, completing an acquisition or disposition of assets, changes in directors or officers' compensatory arrangements, and providing financial statements and exhibits. This filing indicates significant operational and structural changes within the company, which could impact its future performance and strategic direction. Investors should pay close attention to the details of these agreements and changes as they could signal new growth opportunities or potential risks for the stock.

Why It Matters

This filing signals significant operational shifts for NightFood Holdings, which could lead to new revenue streams or cost efficiencies, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates multiple significant corporate actions without specific details, creating uncertainty about their financial impact and strategic implications.

Analyst Insight

Investors should seek further details on the material definitive agreement and the acquisition/disposition of assets to understand the financial implications and strategic direction of NightFood Holdings, Inc. before making investment decisions.

Key Players & Entities

• NightFood Holdings, Inc. (company) — the registrant filing the 8-K
• February 2, 2024 (date) — date of earliest event reported and filing date
• Nevada (company) — state of incorporation for NightFood Holdings, Inc.
• 000-55406 (company) — Commission File Number for NightFood Holdings, Inc.
• 46-3885019 (company) — I.R.S. Employer Identification No. for NightFood Holdings, Inc.

FAQ

Key Financial Figures

• $0.001 — anged all 1,000 shares of common stock, $0.001 par value per share, of FHVH owned by h
• $0.025 — rt into 6,000 shares of common stock at $0.025 per share. In accordance with the Shar
• $125,000 b — mmon stock with a market value equal to $125,000 based on the average closing price for th
• $500,000 b — mmon stock with a market value equal to $500,000 based on the average closing price for th
• $120,000 — will receive a minimum annual salary of $120,000 ("Base Salary"), payable monthly. Mr. F
• $6,000 — yable monthly. Mr. Folkson will be paid $6,000 per month of his Base Salary until NGTF
• $1,000,000 — pletes a capital raise of not less than $1,000,000 or NGTF develops a monthly positive cas
• $10,000 — monthly positive cash flow greater than $10,000 (the "Financial Conditions"). Until the
• $57,000 — within three to nine months, including $57,000 in consulting fees owed to Mr. Folkson
• $250,000 — e gross Nightfood, Inc. revenues exceed $250,000, commencing with the three-month period

Filing Documents

• ea192651-8k_nightfood.htm (8-K) — 43KB
• ea192651ex10-1_nightfood.htm (EX-10.1) — 29KB
• ea192651ex10-2_nightfood.htm (EX-10.2) — 76KB
• 0001213900-24-009701.txt ( ) — 343KB
• ngtf-20240202.xsd (EX-101.SCH) — 3KB
• ngtf-20240202_lab.xml (EX-101.LAB) — 33KB
• ngtf-20240202_pre.xml (EX-101.PRE) — 22KB
• ea192651-8k_nightfood_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 2, 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") completed the exchange of shares by which FHVH became a wholly-owned subsidiary of NGTF. The exchange of shares was pursuant to a Share Exchange Agreement (the "Share Exchange Agreement") previously announced by NGTF in a Current Report on Form 8-K filed on January 26, 2024 (the "Current Report"). As disclosed in the Current Report, the FHVH Shareholder exchanged all 1,000 shares of common stock, $0.001 par value per share, of FHVH 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. In accordance with the Share Exchange Agreement, effective February 2, 2024, Sean Folkson resigned as chief executive officer of NGTF. Mr. Folkson's decision to resign was not the result of any disagreement relating to NGTF's operations, policies and practices. On February 2, 2024, Mr. Folkson, NGTF and Nightfood, Inc. entered into a consulting agreement (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Mr. Folkson will (1) continue to serve as a director of NGTF, subject to shareholder approval, for no less than the company's first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur, during which time both NGTF and its board of directors (the "Board") will use its best effort to maintain Mr. Folkson's directorship and (2) will serve as president of Nigh

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth in Item 1.01 above is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The disclosure set forth in Item 1.01 above is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Consulting Agreement between Nightfood Holdings, Inc. and Sean Folkson, dated February 2, 2024. 10.2 Employment Agreement between Nightfood Holdings, Inc. and Lei Sonny Wang, dated February 2, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: February 2, 2024 NIGHTFOOD HOLDINGS, INC. By: /s/ Lei Sonny Wang Name: Lei Sonny Wang Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR