Nightfood issues $1.175M senior secured convertible note to Mast Hill Fund at 15% OID

NightFood Holdings, Inc.

Principal amount $1,175,000, original issue discount 15%, net proceeds ~$998,750.
Note matures 12 months, bears interest at 15% per annum.
Conversion price is lower of $0.033 per share or market price, subject to adjustments.
Note is senior secured and convertible into common stock; shares unregistered under Section 4(a)(2)/Rule 506(b).
Amendments to existing security, pledge, and guarantee agreements to incorporate the Note.

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 Securities Purchase Agreement with Mast Hill Fund, L.P. valued at aggregate principal amount of $1,175,000.00 (effective 2026-01-10).

Action: entry
Agreement: equity purchase
Counterparty: Mast Hill Fund, L.P.
Value: aggregate principal amount of $1,175,000.00
Effective: 2026-01-10

Exact text from the filing

On January 10, 2026, Nightfood Holdings, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (the “Investor”), pursuant to which the Company issued a senior secured promissory note in the aggregate principal amount of $1,175,000.00 (the “Note”), at an original issue discount of fifteen percent (15%), resulting in net proceeds to the Company of $998,750.00, with certain amounts withheld for transaction-related expenses.

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NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-002499

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