NightFood Holdings, Inc. (NGTF): M&A transaction — Nightfood Holdings acquires SWC Group for $10M in Series C Preferred stock; SWC becomes wholly owned subsidiary

NightFood Holdings, Inc.

Acquired all outstanding shares of SWC Group for $10M paid as 83,333 shares of Series C Preferred Stock.
SWC becomes a wholly owned subsidiary of Nightfood through its subsidiary Future Hospitality Ventures Holdings.
Within 30 days, two directors nominated by SWC will be appointed to Nightfood's board.
Sugarmade, SWC's sole shareholder, enters a 9-month lock-up on NGTF securities with certain exceptions.
Financial statements of SWC will be filed via an amendment to this 8-K within 71 days.

item 1.01 item 2.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

NightFood Holdings, Inc. completed an acquisition involving Sugarmade Inc. for $10,000,000 (closed 2024-09-04).

Action: acquisition
Counterparty: Sugarmade Inc.
Consideration: $10,000,000
Closing: 2024-09-04

Exact text from the filing

outstanding shares of SWC. Pursuant to the terms of the Agreement, Sugarmade sold to FHVH all issued and outstanding 10,000 shares of common stock of SWC for a purchase price of $10,000,000, which was comprised of 83,333 shares of Series C Preferred Stock of NGTF (the “NGTF Shares”). As a result of the transaction, SWC became a wholly owned subsidiary of FHVH. The

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NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-077127

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