Nightfood acquires FHVH via share exchange; CEO Sean Folkson to resign

NightFood Holdings, Inc.

NGTF to acquire FHVH through share exchange; FHVH becomes wholly-owned subsidiary.
FHVH shareholder receives all NGTF Series A Preferred and 13,333 Series C Preferred (convertible to 6,000 common each at $0.025).
Closing conditions: Sean Folkson resigns as CEO, continues as President of Nightfood Inc. through Dec 2024; Lei Sonny Wang appointed CEO and director.
Series A Preferred currently pledged to Mast Hill Fund; consent obtained.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NightFood Holdings, Inc. entered into Exchange Agreement with Future Hospitality Ventures Holdings Inc., Sean Folkson, Lei Sonny Wang (effective 2024-01-22).

Action: entry
Agreement: merger
Counterparty: Future Hospitality Ventures Holdings Inc., Sean Folkson, Lei Sonny Wang
Effective: 2024-01-22

Exact text from the filing

On January 22, 2024, Nightfood Holdings, Inc. ("NGTF"), Future Hospitality Ventures Holdings Inc., a Nevada corporation, and its subsidiaries ("FHVH"), Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF (the "NGTF Series A Shareholder") and Lei Sonny Wang, the sole shareholder of FHVH (the "FHVH Shareholder") entered into a share exchange agreement (the "Exchange Agreement") whereby NGTF has agreed to acquire FHVH through a share exchange (the "Exchange") whereby FHVH will become a wholly-owned subsidiary of NGTF.

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Source: SEC EDGAR

accession 0001213900-24-007066

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