---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-007066"
form_type: "8-K"
ticker: "NGTF"
cik: "0001593001"
company_name: "NightFood Holdings, Inc."
filed_at: "2024-01-26T23:59:59+00:00"
generated_at: "2026-06-06T16:34:41.506716+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "medium"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-24-007066
- form_type: 8-K
- ticker: NGTF
- cik: 0001593001
- company_name: NightFood Holdings, Inc.
- filed_at: 2024-01-26T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: medium
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1593001/000121390024007066/0001213900-24-007066-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1593001/000121390024007066/ea192227-8k_nightfood.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-007066
- JSON: https://secwatch.observer/filing/0001213900-24-007066.json
- Plain text: https://secwatch.observer/filing/0001213900-24-007066.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1593001/000121390024007066/0001213900-24-007066-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.