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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nightfood Holdings, Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| September 3, 2025 |
Exhibit 2.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of August 27, 2025, is by and among Nightfood Holdings, Inc., a Nevada corporation (“Buyer”), Victorville Treasure Holdings, LLC, a California limited liability company (“Company”), SBZ Investment Industry Inc., a California Corporation, Nuo Wei Zhang, Siyuan Li, and Jue Wang (each a “Seller” and, colle |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2025 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 4, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 25, 2025, is entered into between Lei Sonny Wang (the “Seller”) and Jimmy Chan (the “Buyer”). WHEREAS, Seller owns 1,000 shares of Series A Super Voting Preferred Stock, par value $0.001 per share (the “Shares”), of NightFood Holdings, Inc., a Nevada corporation (the “Company”); WHEREAS, the Sh |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2025 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 4, 2025 |
ASSIGNMENT OF PLEDGE AGREEMENT Exhibit 10.2 ASSIGNMENT OF PLEDGE AGREEMENT THIS ASSIGNMENT OF PLEDGE AGREEMENT (“Assignment”) is made effective as of July 25, 2025 by and between Lei Sonny Wang, an individual, having an address at 205 S Marguerita Ave, Alhambra, California 91801 (“Assignor”), and Jimmy Chan, an individual, having an address at [] (“Assignee”). RECITALS WHEREAS, Nightfood Holdings, Inc., a Nevada corporation (th |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 NIGHTFOOD HOLDINGS, INC. |
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| July 30, 2025 |
Executive Employment Agreement Dated as of March 25, 2025 Exhibit 10.1 Executive Employment Agreement Dated as of March 25, 2025 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”) and Jamie Steigerwald (the “Executive”). The Company and Executive may collective be referred to as the “Parties” a |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDINGS, |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 NIGHTFOOD HOLDINGS, INC. |
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| May 12, 2025 |
Exhibit 99.1 Nightfood Signs LOI to Acquire Hilton Garden Inn in Rancho Mirage, California, Adjacent to Disney’s Cotino Development Strategic acquisition strengthens NGTF’s real estate footprint and positions the Company for institutional-grade hospitality automation deployment TARRYTOWN, N.Y., May 12, 2025 – via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF) (“Nightfood” and the “Company”), a hospi |
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| May 6, 2025 |
Exhibit 99.1 Nightfood Holdings Appoints Proven Operators to Accelerate Public Company Growth and Hospitality Innovation New executive leadership combines decades of expertise in capital markets, supply chain logistics, real estate, and hotel automation to drive Nightfood’s next phase of expansion TARRYTOWN, N.Y., May 01, 2025 (GLOBE NEWSWIRE) — via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF), an |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 NIGHTFOOD HOLDINGS, INC. |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 NIGHTFOOD HOLDINGS, INC. |
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| April 14, 2025 |
Letter Agreement between the Company and Fourth Man, LLC. Exhibit 10.1 Fourth Man, LLC 21520 Yorba Linda Blvd., Suite G PMB 335 Yorba Linda, CA 92887 April 11, 2025 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, NY 10591 RE: Amendment No. 3 to the June 2023 Note and August 2023 Note (the “Amendment”) To whom it may concern: Reference is made to that (a) certain convertible promissory note originally in the principal amount of $65,00 |
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| April 14, 2025 |
Exhibit 99.1 Nightfood Holdings (OTCQB: NGTF) Signs $41M LOI to Acquire Victorville Hotel as Model Property for Robotics-Enabled Hospitality Deal marks major step in NGTF’s expansion strategy, combining AI-powered automation with real estate value creation TARRYTOWN, N.Y., April 8, 2025 — via IBN — Nightfood Holdings, Inc. (OTCQB: NGTF), an emerging leader in AI-powered automation and next-generat |
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| April 2, 2025 |
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 |
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| April 2, 2025 |
Share Exchange Agreement, dated March 31, 2025. Exhibit 2.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2025, is by and among Nightfood Holdings, Inc., a Nevada corporation (“Buyer”), Skytech Automated Solutions Inc. (“Company”), Philip David Garcia, Ruben Garcia, Robb Floco, Jordan Ellis, and Ried Floco (each a “Seller” and, collectively, the “Sellers”). Each of the parties to this Agreement |
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| April 2, 2025 |
Second Amendment to the Share Exchange Agreement dated March 31, 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 Par |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 2, 2025 |
Exhibit 99.1 Nightfood Acquires Skytech to Expand Leadership in AI-Driven Hotel Automation Strategic acquisition enhances Robotics-as-a-Service capabilities and accelerates market penetration across the hotel sector TARRYTOWN, NY – April 1, 2025 —via IBN — Nightfood Holdings, Inc. (OTCQB: NGTF) (the “Company”), a leading innovator in hospitality automation through robotics and strategic property a |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporatio |
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| March 24, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 NIGHTFOOD HOLDINGS, INC. |
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| March 24, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2025, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205, Bra |
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| March 24, 2025 |
Exhibit 10.4 NINTH AMENDMENT THIS NINTH AMENDMENT to the Pledge Agreement (as defined below) (the “Amendment”) is entered into as of March 13, 2025 (the “Effective Date”), by and between Lei Sonny Wang (“Pledgor”), NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”, and collectively with Pledgor and the Company, th |
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| March 24, 2025 |
Exhibit 10.5 NINTH AMENDMENT THIS NINTH AMENDMENT to the Guarantee (as defined below) (the “Amendment”) is entered into as of March 13, 2025 (the “Effective Date”), by and between Nightfood, Inc., a New York corporation (“NF Sub”), MJ Munchies, Inc., a Nevada corporation (“MJ Sub”), NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), Future Hospitality Ventures Holdings Inc., a Nevada |
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| March 24, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 24, 2025 |
Exhibit 10.3 NINTH AMENDMENT THIS NINTH AMENDMENT to the Security Agreement (as defined below) (the “Amendment”) is entered into as of March 13, 2025 (the “Effective Date”), by and between Nightfood, Inc., a New York corporation (“NF Sub”), MJ Munchies, Inc., a Nevada corporation (“MJ Sub”), NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), Future Hospitality Ventures Holdings Inc., |
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| March 7, 2025 |
Exhibit 99.1 Nightfood Holdings, Inc. (NGTF) Signs Letter of Intent to Acquire Skytech Automated Solutions Inc. to Expand AI-Powered Robotics Portfolio TARRYTOWN, N.Y., March 3, 2025 (GLOBE NEWSWIRE) — via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF), a pioneering force in in AI-powered automation solutions for the hospitality industry, is thrilled to announce the signing of a Letter of Intent (LO |
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| March 7, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 NIGHTFOOD HOLDINGS, INC. |
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| February 25, 2025 |
Exhibit 10.3 EIGHTH AMENDMENT THIS EIGHTH AMENDMENT to the Security Agreement (as defined below) (the “Amendment”) is entered into as of February 19, 2025 (the “Effective Date”), by and between Nightfood, Inc., a New York corporation (“NF Sub”), MJ Munchies, Inc., a Nevada corporation (“MJ Sub”), NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), Future Hospitality Ventures Holdings I |
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| February 25, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| February 25, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 NIGHTFOOD HOLDINGS, INC. |
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| February 25, 2025 |
Exhibit 10.4 EIGHTH AMENDMENT THIS EIGHTH AMENDMENT to the Pledge Agreement (as defined below) (the “Amendment”) is entered into as of February 19, 2025 (the “Effective Date”), by and between Lei Sonny Wang (“Pledgor”), NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”, and collectively with Pledgor and the Compan |
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| February 25, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2025, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205, |
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| February 25, 2025 |
Exhibit 10.5 EIGHTH AMENDMENT THIS EIGHTH AMENDMENT to the Guarantee (as defined below) (the “Amendment”) is entered into as of February 19, 2025 (the “Effective Date”), by and between Nightfood, Inc., a New York corporation (“NF Sub”), MJ Munchies, Inc., a Nevada corporation (“MJ Sub”), NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), Future Hospitality Ventures Holdings Inc., a Ne |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDIN |
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| January 27, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 NIGHTFOOD HOLDINGS, INC. |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDI |
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| December 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-55406 NIGHTFOOD HOLDINGS, |
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| December 27, 2024 |
Exhibit 21 NIGHTFOOD HOLDINGS, INC. LIST OF SUBSIDIARIES as at June 30, 2024 Name Jurisdiction of Formation Nightfood, Inc. New York MJ Munchies, Inc.* Nevada Future Hospitality Ventures Holdings Inc. Nevada * Currently revoked in the State of Nevada |
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| December 27, 2024 |
Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 23, 2024, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205 |
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| December 27, 2024 |
Exhibit 10.21 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| December 27, 2024 |
Exhibit 10.19 Fourth Man, LLC 21520 Yorba Linda Blvd., Suite G PMB 335 Yorba Linda, CA 92887 July 22, 2024 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, NY 10591 To whom it may concern: Reference is made to that certain promissory note in the principal amount of $65,000.00 issued on June 29, 2023, as amended February 1, 2024 (“Note”) and that certain promissory note in the p |
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| December 19, 2024 |
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 corporati |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): December 10, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorpora |
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| December 9, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 NIGHTFOOD HOLDINGS, INC. |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| October 1, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 NIGHTFOOD HOLDINGS, INC. |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| October 1, 2024 |
Exhibit 99.1 Nightfood Signs Letter of Intent to Acquire Los Angeles Cooking School, Integrating Automation and Robotics with World-Class Culinary Training Tarrytown, NY – October 1, 2024 – Nightfood Holdings, Inc. (OTCQB: NGTF), an acquisition and development holding company, announced today that it has signed a Letter of Intent (LOI) to acquire Stratford Education Group Inc., doing business as t |
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| September 10, 2024 |
Exhibit 2.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of September 4, 2024, is by and among Nightfood Holdings, Inc., a Nevada corporation (“NGTF”), Future Hospitality Ventures Holdings Inc. (“FHVH”), SWC Group, Inc., a California corporation (“SWC”), and Sugarmade Inc., a Delaware corporation, as the sole shareholder of all issued and outstanding shares o |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 4, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 1, 2024 |
Exhibit 16.1 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Nightfood Holdings, Inc. File Reference No: 000-55406 We were previously the independent registered public accounting firm for Nightfood Holdings, Inc. (the “Company”). We did not perform an audit nor issue any reports with respect to a fiscal year end of the Company. On April |
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| August 1, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): April 12, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporatio |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| July 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 NIGHTFOOD HOLDINGS, INC. |
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| July 17, 2024 |
Nightfood Holdings Signs Letter of Intent for All-Stock Acquisition of CarryOutSupplies.com Exhibit 99.1 Nightfood Holdings Signs Letter of Intent for All-Stock Acquisition of CarryOutSupplies.com Tarrytown, NY, July 17, 2024 - Nightfood Holdings Inc. (OTCQB: NGTF, “Nightfood”) is excited to announce it has signed a Letter of Intent (“LOI”) to acquire SWC Group Inc., doing business as Carryoutsupplies.com (“CarryOut”). CarryOut is a leading wholesaler and distributor of custom takeout pa |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDINGS, |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 28, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| May 15, 2024 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 15, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 5, 2024, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 ( |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| April 22, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 12, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 22, 2024 |
Exhibit 16.1 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Nightfood Holdings, Inc. File Reference No: 000-55406 We were previously the independent registered public accounting firm for Nightfood Holdings, Inc. (the “Company”). We did not perform an audit nor issue any reports with respect to a fiscal year end of the Company. On April |
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| April 19, 2024 |
Exhibit 99.1 FUTURE HOSPITALITY VENTURES HOLDINGS FINANCIAL STATEMENTS FROM INCEPTION TO DECEMBER 31, 2023 TOGETHER WITH INDEPENDENT AUDITORS’ REPORT FUTURE HOSPITALITY VENTURES HOLDINGS TABLE OF CONTENTS Page Independent Auditors’ Report 2 Balance Sheet as of December 31, 2023 3 Statement of Operations from Inception to December 31, 2023 4 Statement of Stockholder’s Equity from Inception to Decem |
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| April 19, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 2, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporat |
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| April 18, 2024 |
Exhibit 99.1 FUTURE HOSPITALITY VENTURES HOLDINGS FINANCIAL STATEMENTS FROM INCEPTION TO DECEMBER 31, 2023 TOGETHER WITH INDEPENDENT AUDITORS’ REPORT FUTURE HOSPITALITY VENTURES HOLDINGS TABLE OF CONTENTS Page Independent Auditors’ Report 2 Balance Sheet as of December 31, 2023 3 Statement of Operations from Inception to December 31, 2023 4 Statement of Stockholder’s Equity from Inception to Decem |
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| April 18, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): February 2, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporat |
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| April 1, 2024 |
Warrants issued to J.H. Darbie & Co., Inc. dated as of August 28, 2023 Exhibit 4.6 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDIN |
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| April 1, 2024 |
Warrants issued to J.H. Darbie & Co., Inc. dated as of June 29, 2023 Exhibit 4.3 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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| March 20, 2024 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 15, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 20, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2024, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 0248 |
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| March 19, 2024 |
Exhibit 3.1 NIGHTFOOD HOLDINGS, INC. AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolution was (i) duly adopted by the B |
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| March 19, 2024 |
Exhibit 3.2 NIGHTFOOD HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directo |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 7, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 19, 2024 |
Exhibit 10.1 |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| February 12, 2024 |
Exhibit 3.1 NIGHTFOOD HOLDINGS, INC. AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolution was (i) duly adopted by the B |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 7, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 12, 2024 |
Exhibit 3.2 NIGHTFOOD HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directo |
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| February 2, 2024 |
Exhibit 10.2 Executive Employment Agreement Dated as of February 2, 2024 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Night Food Holdings Inc., a Nevada corporation (the “Company”) and Lei Sonny Wang (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” |
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| February 2, 2024 |
Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of February 2, 2024, by and among Nightfood, Inc., a New York corporation (“Nightfood”, or the “Company” “), Nightfood Holdings, Inc., a Nevada corporation (“the “Parent”) and Sean Folkson (the “Consultant”). ARTICLE ONE ENGAGEMENT 1.01 – Consulting.. Effective December 1, 2023 (the “Effective Date”), the |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 2, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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): January 26, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporatio |
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| January 31, 2024 |
Exhibit 3.1 NIGHTFOOD HOLDINGS, INC. AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A SUPER VOTING PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolution was (i) duly adopted by the |
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| January 31, 2024 |
Exhibit 3.2 NIGHTFOOD HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directo |
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| January 30, 2024 |
Exhibit 3.1 NIGHTFOOD HOLDINGS, INC. AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A SUPER VOTING PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolution was (i) duly adopted by the |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 26, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 30, 2024 |
Exhibit 3.2 NIGHTFOOD HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78 OF THE NEVADA REVISED STATUTES The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directo |
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| January 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 29, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 29, 2024 |
Letter to Shareholders January 29, 2024 Exhibit 99.1 Letter to Shareholders January 29, 2024 Valued Shareholders, In my November Letter to Shareholders, I shared the exciting news that Nightfood Holdings was initiating a multi-stage acquisition strategy with the goal of uplisting to NASDAQ. I expressed my enthusiasm that these acquisitions and an uplist would greatly increase shareholder value, while also providing a powerful platform f |
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| January 29, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2024, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, |
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| January 29, 2024 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 26, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 26, 2024 |
Exhibit 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 22, 2024, is by and among Nightfood Holdings, Inc., a Nevada corporation (“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 Sha |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDI |
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| December 29, 2023 |
Exhibit 4.6 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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| December 29, 2023 |
Exhibit 4.3 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| December 12, 2023 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| December 12, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 6, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, |
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| November 20, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 16, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley |
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| November 20, 2023 |
Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 17, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| November 15, 2023 |
Letter to Shareholders November 15, 2023 Exhibit 99.1 Letter to Shareholders November 15, 2023 Valued Shareholders, I’m excited to provide this update as Nightfood continues on its quest to pioneer and lead the sleep-friendly nighttime snack category. Research and statistics continue to strengthen our conviction that the category we’re pioneering solves a massive consumer problem. A Sleep Foundation study from February 2023 reported that |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 13, 2023 |
Letter From Gries & Associates, LLC Exhibit 16.1 Gries & Associates, LLC Certified Public Accountants 501 S. Cherry Street Ste 1100 Denver, Colorado 80246 November 13, 2023 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously contracted as the auditors of Nightfood Holdings Inc . (the Company) and issued financial statements for the years ended June 30, 2023 and 2022, and the subsequent |
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| October 13, 2023 |
Securities Purchase Agreement with Mast Hill, L.P. dated October 6, 2023 Exhibit 10.53 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 5, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, |
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| October 13, 2023 |
Exhibit 10.47 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| October 13, 2023 |
Exhibit 10.46 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| October 13, 2023 |
Security Agreement with Mast Hill Fund, L.P. dated June 1, 2023 Exhibit 10.43 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 31, 2023 (this “Agreement”), is among NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees |
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| October 13, 2023 |
Securities Purchase Agreement with Mast Hill Fund, L.P. dated April 17, 2023 Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA |
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| October 13, 2023 |
Promissory Note with Mast Hill, LP dated October 6, 2023 Exhibit 10.54 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGIST |
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| October 13, 2023 |
Exhibit 10.51 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| October 13, 2023 |
Exhibit 10.45 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 29, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and FOURTH MAN, LLC, a Nevada limited liability company, with its address at 21520 Yorba Linda Blvd., Suite G PM |
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| October 13, 2023 |
Letter of Engagement between the Registrant and SC dated July 7, 2023 Exhibit 10.48 Spencer Clarke Investment Banking MEMBER FINRA • SIPC 1111 Lincoln Road Suite 500 Miami Beach, Florida 33139 (P) 305-600-3268 • (F) 212-446-6191 www.spencerclarke.com July 7, 2023 Nightfood Holdings, Inc. Sean Folkson CEO 520 White Plains Road – Suite 500 Tarrytown, New York 10591 RE: Letter of Engagement between Spencer Clarke LLC& Nightfood Holdings, Inc. Mr. Folkson, This letter a |
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| October 13, 2023 |
Subsidiary Guarantee with Mast Hill Fund, L.P. dated June 1, 2023 Exhibit 10.44 SUBSIDIARY GUARANTEE This SUBSIDIARY GUARANTEE (the “Guarantee”), dated as of May 31, 2023, is made by Nightfood, Inc., a New York corporation, and MJ Munchies, Inc., a Nevada corporation (the “Guarantors”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Purchaser”). W I T N E S S E T H: Whereas, the Comp |
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| October 13, 2023 |
Exhibit 10.42 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”), dated as of June 1, 2023, made by and between Sean Folkson (“Pledgor”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (together with its successors and assigns, the “Pledgees”). WHEREAS: A. The Company and Pledgees are the parties to that certain promi |
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| October 13, 2023 |
Promissory Note with Mast Hill Fund, L.P. dated April 17, 2023 Exhibit 10.37 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGIST |
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| October 13, 2023 |
Second Common Stock Purchase Warrant with Mast Hill Fund, L.P. dated April 17, 2023 Exhibit 10.39 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| October 13, 2023 |
First Common Stock Purchase Warrant with Mast Hill Fund, L.P. dated April 17, 2023 Exhibit 10.38 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| October 13, 2023 |
Securities Purchase Agreement with Mast Hill Fund, L.P. dated April 17, 2023 Exhibit 10.36 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 17, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, |
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| October 13, 2023 |
Promissory Note with Mast Hill Fund, L.P. dated June 1, 2023 Exhibit 10.41 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGIST |
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| October 13, 2023 |
Exhibit 10.50 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 28, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and FOURTH MAN, LLC, a Nevada limited liability company, with its address at 21520 Yorba Linda Blvd., Suite G |
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| October 13, 2023 |
Exhibit 10.52 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number NIGHTFOOD HOLDINGS, INC. (Exact name of registrant a |
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| October 13, 2023 |
Common Stock Purchase Warrant issued to SC dated July 7, 2023 Exhibit 10.49 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| September 21, 2023 |
Nightfood Holdings and Houdini Group Announce Exclusive License Agreement for Half-Baked™ Trademark Exhibit 99.1 Nightfood Holdings and Houdini Group Announce Exclusive License Agreement for Half-Baked™ Trademark Tarrytown, NY – September 21, 2023 – MJ Munchies, Inc., a subsidiary of Nightfood Holdings, Inc. (OTCQB: NGTF), and Houdini Group, Inc., a subsidiary of Integrated Cannabis Solutions, Inc. (OTC: IGPK), today announced that they have entered into an exclusive license agreement for the Ha |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 12, 2023 |
Nightfood Sleep-Friendly Snacks Coming Soon to Select BWHSM Hotels Properties in the U.S. Exhibit 99.1 Nightfood Sleep-Friendly Snacks Coming Soon to Select BWHSM Hotels Properties in the U.S. Tarrytown, NY, September 12, 2023 – Nightfood, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snack category, announced today that its products will soon be available at participating BWH Hotels’ Best Western®-branded properties in the United States. BWH Hotels is a leadi |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 31, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 30, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 24, 2023 |
Warrant NGTF 0015 dated April 17, 2023 Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| May 24, 2023 |
Warrant NGTF 0016 dated April 17, 2023 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 24, 2023 |
Warrant NGTF 0013 dated April 17, 2023 Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| May 24, 2023 |
Warrant Exchange Agreement dated May 18, 2023 Exhibit 10.2 WARRANT EXCHANGE AGREEMENT THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is entered into and effective as of May 18, 2023 (the “Effective Date”) by and between Spencer Clarke LLC (the “Holder”) and Nightfood Holdings, Inc., a Nevada corporation (the “Company”). Each of the Holder and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.” W I |
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| May 24, 2023 |
Warrant NGTF 0011 dated March 3, 2023 Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 24, 2023 |
Warrant NGTF 0001 dated September 22, 2022 Exhibit 4.19 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0003 dated February 1, 2023 EX-4.17 18 ea179129ex4-17nightfood.htm WARRANT NGTF 0003 DATED FEBRUARY 1, 2023 Exhibit 4.17 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), |
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| May 24, 2023 |
Warrant NGTF 0006 dated February 28, 2023 Exhibit 4.14 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0008 dated March 24, 2023 Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0010 dated March 24, 2023 Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0017 dated April 17, 2023 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 24, 2023 |
Warrant NGTF 0012 dated March 3, 2023 Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 24, 2023 |
Warrant NGTF 0014 dated April 17, 2023 Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| May 24, 2023 |
Warrant NGTF 0004 dated February 1, 2023 Exhibit 4.16 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Amendment and Addendum to Letter of Engagement dated May 18, 2023 Exhibit 10.1 May 18, 2023 Spencer Clarke LLC 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 Attn: Reid Drescher, President & CEO Re: Amendment and Addendum to Letter of Engagement Gentlemen: This letter serves as an amendment and addendum to the Letter of Engagement between Spencer Clarke LLC (“SC”) and Nightfood Holdings, Inc. (“NGTF”), dated February 2, 2021 (the “Original Letter”), as amend |
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| May 24, 2023 |
Warrant NGTF 0009 dated March 24, 2023 Exhibit 4.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0005 dated February 28, 2023 Exhibit 4.15 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0007 dated February 28, 2023 Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0019 dated May 18, 2023 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 18, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 24, 2023 |
Warrant NGTF 0002 dated February 1, 2023 Exhibit 4.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 24, 2023 |
Warrant NGTF 0018 dated May 18, 2023 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55406 NIGHTFOOD HOLDINGS, |
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| May 18, 2023 |
Exhibit 99.1 Hotel Lobby Shop Snack Assortments Impact Hotel Brand Image, Travelers Want Healthier Options According to Nightfood Independent Survey Survey reveals travelers snack selection in hotel lobby markets disappoints travelers. 92% agree healthier options are needed. Tarrytown, NY, May 14, 2023 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime sn |
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| May 18, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on F |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 5, 2023 |
Promissory Note dated with Mast Hill Fund, L.P. Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE |
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| April 5, 2023 |
Second Common Stock Purchase Warrant with Mast Hill Fund, L.P. Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| April 5, 2023 |
Securities Purchase Agreement with Mast Hill Fund, L.P. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 24, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, M |
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| April 5, 2023 |
First Common Stock Purchase Warrant with Mast Hill Fund, L.P. Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| April 5, 2023 |
Filed Pursuant to Rule 253(g)(2) File No.: 024-11941 SUPPLEMENT NO. 5 DATED APRIL 5, 2023 TO THE OFFERING CIRCULAR DATED OCTOBER 24, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 (888) 888-6444; https://ir.nightfood.com/ This document supplements, and should be read in conjunction with, the offering circular of Nightfood Holdings, Inc. (“we,” “our,” “us,” |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 4, 2023 |
Nightfood and TAP to Offer Nightfood Cookies as Proof-of-Concept Test with Nestlé START and CO. EX-99.1 2 ea176455ex99-1nightfood.htm PRESS RELEASE Exhibit 99.1 Nightfood and TAP to Offer Nightfood Cookies as Proof-of-Concept Test with Nestlé START and CO. Tarrytown, NY, April 4, 2023 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snack category, announced today that Nightfood sleep-friendly cookies will be available as an amenity on TAP Air Por |
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| April 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 4, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 17, 2023 |
Nightfood Announces Choice Hotels Qualified Vendor Status Exhibit 99.1 Nightfood Announces Choice Hotels Qualified Vendor Status Tarrytown, NY, March 17, 2023 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snack category, is proud to announce its Qualified Vendor status with Choice Hotels International, Inc., one of the world’s largest lodging franchisors. Under this agreement, Nightfood’s sleep-friendly ice |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 17, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 15, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 13, 2023 |
Exhibit 99.1 Nightfood Teams Up with Sonesta International Hotels Corporation to Offer Sleep-Friendly Snacks Across Multiple Hotel Brands Eighth largest hotel company in the US launching Nightfood in Sonesta Select, Sonesta ES Suites and Sonesta Simply Suites managed properties. Tarrytown, NY, March 13, 2023 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nightt |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 13, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 7, 2023 |
Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| March 7, 2023 |
Form of Common Stock Purchase Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 7, 2023 |
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| March 7, 2023 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 28, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley |
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| March 7, 2023 |
Exhibit 10.1 WARRANT AMENDMENT AND EXERCISE AGREEMENT THIS WARRANT AMENDMENT AND EXERCISE AGREEMENT (this “Agreement”), dated as of the [ ] day of February, 2023, is made and entered into by and between [ ], a [ ] limited liability company (the “Warrantholder”), and Nightfood Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”). Capitalized terms used herein |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 7, 2023 |
EX-10.2 4 ea174817ex10-2nightfood.htm EXCHANGE AND AMENDMENT AGREEMENT WITH PURITAN PARTNERS LLC AND VERITION MULTI-STRATEGY MASTER FUND LTD Exhibit 10.2 EXCHANGE AND AMENDMENT AGREEMENT THIS EXCHANGE AND AMENDMENT AGREEMENT, dated as of February [23], 2023, is entered into by and among Puritan Partners LLC, a New York limited liability company having a place of business located at 4 Puritan Rd., |
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| March 7, 2023 |
Exhibit 10.4 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE |
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| February 28, 2023 |
Filed Pursuant to Rule 253(g)(2) File No.: 024-11941 SUPPLEMENT NO. 4 DATED FEBRUARY 28, 2023 TO THE OFFERING CIRCULAR DATED OCTOBER 24, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 (888) 888-6444; https://ir.nightfood.com/ This document supplements, and should be read in conjunction with, the offering circular of Nightfood Holdings, Inc. (“we,” “our,” “ |
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| February 22, 2023 |
Nightfood Schedules Investor Conference Call for Tuesday, March 14, 2023 at 4:30PM Eastern Exhibit 99.1 Nightfood Schedules Investor Conference Call for Tuesday, March 14, 2023 at 4:30PM Eastern Tarrytown, NY, February 22, 2023 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snack category, announced today that the Company will hold an investor conference call on Tuesday, March 14, 2023 at 4:30PM Eastern. On this call, the Company plans to p |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55406 NIGHTFOOD HOLDIN |
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| February 15, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 15, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 15, 2023 |
Letter to Shareholders February 15, 2023 EX-99.1 2 ea173776ex99-1nightfood.htm LETTER TO SHAREHOLDERS Exhibit 99.1 Letter to Shareholders February 15, 2023 Valued Shareholders, As we work to expand Nightfood’s distribution footprint in the hotel vertical, the last few quarters have brought their share of delays and frustration. Changes in hotel personnel, priorities, and timelines have contributed to a lack of meaningful distribution gro |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) : ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| February 8, 2023 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 5, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, |
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| February 8, 2023 |
Exhibit 10.1 FORBEARANCE AND EXCHANGE AGREEMENT THIS FORBEARANCE AND EXCHANGE AGREEMENT, dated as of February 1, 2023, is entered into by and among Puritan Partners LLC, a New York limited liability company having a place of business located at 4 Puritan Rd., Rye, NY 10580 (“Puritan”), Verition Multi-Strategy Master Fund Ltd., PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Veri |
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| February 8, 2023 |
EX-10.3 4 ea172930ex10-3nightfood.htm PROMISSORY NOTE DATED FEBRUARY 5, 2023 Exhibit 10.3 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR |
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| February 8, 2023 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 4, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 8, 2023 |
Exhibit 10.6 NIGHTFOOD HOLDINGS, INC. PROMISSORY NOTE Principal Amount: US$40,000.00 Issue Date: February 7, 2023 Nightfood Holdings, Inc., a Nevada corporation (the “Company”), for value received, hereby promises to pay to Sean Folkson (the “Holder”), the principal amount of Forty Thousand Dollars ($40,000.00) (the “Principal Amount”), without demand, on the Maturity Date (as hereinafter defined) |
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| February 8, 2023 |
EX-10.5 6 ea172930ex10-5nightfood.htm SECOND COMMON STOCK PURCHASE WARRANT DATED FEBRUARY 5, 2023 Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE |
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| January 31, 2023 |
Exhibit 10.1 AGREEMENT FOR SHAREHOLDER LOCK-UP AND ACQUISITION OF WARRANTS THIS AGREEMENT FOR SHAREHOLDER LOCK-UP AND ACQUISITION OF WARRANTS (the “Agreement”) is entered into as of January 30, 2023 and will be in effect as of February 4, 2023 between Sean Folkson (“Shareholder”) and Nightfood Holdings Inc., a Nevada corporation (“Company”). WHEREAS, the Shareholder desires the opportunity to esta |
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| January 31, 2023 |
EX-10.2 3 ea172463ex10-2nightfood.htm WARRANT AGREEMENT Exhibit 10.2 THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WI |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2023 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): December 29, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorpora |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 22, 2022 |
Filed Pursuant to Rule 253(g)(2) File No.: 024-11941 SUPPLEMENT NO. 3 DATED DECEMBER 22, 2022 TO THE OFFERING CIRCULAR DATED OCTOBER 24, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 (888) 888-6444; https://ir.nightfood.com/ This document supplements, and should be read in conjunction with, the offering circular of Nightfood Holdings, Inc. (“we,” “our,” “ |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 12, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 12, 2022 |
Exhibit 99.1 Nightfood Producing Full-Size Cookies for Hotel and Airline Amenity Opportunities Pioneering Sleep-Friendly Snack Company Preparing for Tests With Global Airline and National Hotel Chain, Both Expected to Begin This Winter Tarrytown, NY, December 12, 2022 ? Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snack category, announced today that |
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| November 29, 2022 |
253G2 1 ea169369-253g2nightfood.htm OFFERING CIRCULAR Filed Pursuant to Rule 253(g)(2) File No.: 024-11941 SUPPLEMENT NO. 2 DATED NOVEMBER 29, 2022 TO THE OFFERING CIRCULAR DATED OCTOBER 24, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 (888) 888-6444; https://ir.nightfood.com/ This document supplements, and should be read in conjunction with, the offerin |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-55406 NIGHTFOOD HOLDI |
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| November 16, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 16, 2022 |
Exhibit 99.1 Sleep-Friendly Nightfood Ice Cream Outsells Ben & Jerry?s and Baskin Robbins in Hotel Lobby Shop Controlled Test Potential Market for Sleep-Friendly Snacks Includes 56,000 Hotels Tarrytown, NY, November 16, 2022 ? Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snacking category, today announced that Nightfood ice cream pints outsold both Be |
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| November 15, 2022 |
NT 10-Q 1 ea168736-nt10qnightfood.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) : ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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| November 8, 2022 |
Exhibit 99.1 Nightfood Announces Production Scheduled for Two New Cookie Flavors: Snoozerdoodle and Date Night Cherry Oat Tarrytown, NY, November 8, 2022 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snacking category, today announced that research and development work has been successfully completed on two new flavors of cookies, which will soon joi |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 2, 2022 |
Nightfood Continues to Capture Strong Share of Hotel Location Ice Cream Pint Sales Exhibit 99.1 Nightfood Continues to Capture Strong Share of Hotel Location Ice Cream Pint Sales Tarrytown, NY, November 2, 2022 – Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the sleep-friendly nighttime snacking category, today announced that independent sales data for September and October across a subsection of qualifying hotel lobby marketplaces show that Nightfood ice cream |
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| November 2, 2022 |
Filed Pursuant to Rule 253(g)(2) File No.: 024-11941 SUPPLEMENT NO. 1 DATED NOVEMBER 2, 2022 TO THE OFFERING CIRCULAR DATED OCTOBER 24, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 (888) 888-6444; https://ir.nightfood.com/ This document supplements, and should be read in conjunction with, the offering circular of Nightfood Holdings, Inc. (?we,? ?our,? ?u |
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| October 25, 2022 |
Filed Pursuant to Rule 253(g)(3) File No.: 024-11941 OFFERING CIRCULAR DATED OCTOBER 24, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 (888) 888-6444; https://ir.nightfood.com/ OFFERING SUMMARY Offering up to 5,000,000 Units Each Unit consisting of 4 shares of Common Stock, par value $0.001 and 4 Common Stock Purchase Warrants, each exercisable into one s |
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| October 20, 2022 |
Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 October 20, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nightfood Holdings, Inc. Offering Statement on Form 1-A, As Amended File No. 024-11941 Ladies and Gentlemen: Nightfood Holdings, Inc. respectfully requests that the offering st |
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| October 19, 2022 |
PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 17, 2022 PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 17, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| October 19, 2022 |
Exhibit 11.3 October 14, 2022 Nightfood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 Ladies and Gentlemen: We have acted as counsel to Nightfood Holdings, Inc., a Nevada corporation (the ?Company?), in connection with the preparation and filing of an offering statement on Form 1-A, as amended (File No. 024-11941) (the ?Offering Statement?), with the Securities and Exch |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 11, 2022 |
Addendum dated October 4, 2022 Exhibit 10.1 October 4, 2022 Spencer Clarke LLC 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 Attn: Reid Drescher, President & CEO Re: October Addendum to Letter of Engagement Gentlemen: This letter serves as an addendum to the Letter of Engagement between Spencer Clarke LLC (?Spencer Clarke?) and Nightfood Holdings, Inc., (?Nightfood?) dated February 2, 2021 (?Engagement Letter?). Whereas, T |
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| October 5, 2022 |
Exhibit 6.13 September 6, 2022 Spencer Clarke LLC 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 Attn: Reid Drescher, President & CEO Re: Amended Letter of Engagement Gentlemen: This letter serves to amend the Letter of Engagement between Spencer Clarke and Nightfood Holdings, Inc., dated February 2, 2021 (?Engagement Letter?). The Engagement Letter is hereby amended to provide that Spencer Cl |
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| October 5, 2022 |
Exhibit 4.1 UNIT SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO |
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| October 5, 2022 |
NIGHTFOOD HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT Exhibit 3.4 THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIE |
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| October 5, 2022 |
CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 11.2 Gries & Associates, LLC Certified Public Accountants 501 S. Cherry Street, Suite 1100 Denver, Colorado 80246 CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the inclusion of the Auditors’ Report, dated on September 28, 2022, for the financial statements for the year ended June 30, 2022, included in the Form 1-A Offering. We acknowledge that any financial stat |
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| October 5, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of Nightfood Holdings, Inc. of our report dated October 13, 2021 relating to the financial statements of Nightfood Holdings, Inc. , which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Regis |
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| October 5, 2022 |
PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 5, 2022 PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 5, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| October 4, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 4, 2022 |
Exhibit 99.1 Nightfood Ice Cream to be Featured on vCommerce Leader QVC Nine-pint flavor bundle debuts on Tuesday, October 4th at 4PM EST Tarrytown, NY, October 4, 2022 ? Nightfood Holdings, Inc. (OTCQB: NGTF), the company pioneering the nighttime snack category, announced today that Nightfood ice cream will make its third appearance today, Tuesday, October 4, 2022on QVC?, a world leader in video |
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| September 28, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 22, 2022, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesle |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal year ended June 30, 2022 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number NIGHTFOOD HOLDINGS, INC. (Exact name of registrant a |
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| September 28, 2022 |
Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE |
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| September 28, 2022 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| September 28, 2022 |
Exhibit 10.8 NightFood Holdings, Inc. 520 White Plains Road Suite 500 Tarrytown, NY 10591 Re: Finder?s Fee Agreement Dear Sean Folkson: As you know, NightFood Holdings, Inc. (the ?Issuer?), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (?Agreement?) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (?Darbie?), |
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| September 28, 2022 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 23, 2022 NIGHTFOOD HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55406 46-3885019 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 28, 2022 |
Exhibit 10.5 MFN Amendment Agreement AGREEMENT, dated as of September 23, 2022 (this ?Agreement?), by and between Puritan Partners LLC, a New York limited liability company (?Puritan Partners?), Verition Multi-Strategy Master Fund Ltd. (?Verition,? and collectively with Puritan Partners, the ?Purchasers?) and Nightfood Holdings, Inc., a Nevada corporation (the ?Company?), having an address at 520 |
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| September 28, 2022 |
Exhibit 10.6 SUBORDINATION AGREEMENT Dated: September 22, 2022 To: Puritan Partners LLC 4 Puritan Road Rye, New York 10580 Attention: Richard Smithline Email: [email protected] Verition Multi-Strategy Master Fund Ltd. C/O Verition Fund Management LLC One American Lane Greenwich CT 06831 Attention: William Anderson Nightfood Holdings, Inc., a Nevada corporation (the ?Company?) has issued to each |
