{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-007440","form_type":"8-K","ticker":"NGTF","cik":"0001593001","company_name":"NightFood Holdings, Inc.","filed_at":"2026-02-19T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.577238+00:00","generated_at":"2026-05-16T01:44:45.250380+00:00","sec_items":["1.01","2.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Nightfood Holdings acquires BIM-E robotics IP for 7M shares; founder becomes CTO with revenue-based warrants","bullets":["Purchased all Beer Bot/BIM-E IP (patents, code, AI models) from Christopher Erpelding for 7,000,000 restricted common shares.","Seller named Chief Mechatronics Architect; $100,000 annual salary plus warrants tied to TTM revenue milestones.","Each $5M TTM revenue milestone unlocks 10M warrants at $0.04 exercise price; up to $50M cumulative.","IP acquisition consolidates chain-of-title for commercialization, scaling, and potential strategic transactions.","Company initiated steps to ramp manufacturing, expand engineering, and evaluate further acquisitions."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-007440","json":"https://secwatch.observer/filing/0001493152-26-007440.json","markdown":"https://secwatch.observer/filing/0001493152-26-007440.md","text":"https://secwatch.observer/filing/0001493152-26-007440.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T01:44:45.250380+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"14e8e18de51a881e362c3af18c518621c56172f2","claim":"NightFood Holdings, Inc. completed an acquisition involving Christopher Erpelding for 7,000,000 restricted shares of the Company’s common stock (closed 2026-02-17).","evidence_excerpt":"software and trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the purchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce and the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000095953-26-000074","ticker":"ACNT","company_name":"ASCENT INDUSTRIES CO.","filed_at":"2026-05-06T23:59:59+00:00","headline":"Ascent Industries acquires Midwest Graphic/Sigma for $14M; Q1 net sales up 9% to $19.4M but adjusted EBITDA loss widens","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000095953-26-000074","json":"https://secwatch.observer/filing/0000095953-26-000074.json","markdown":"https://secwatch.observer/filing/0000095953-26-000074.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/acnt-20260504.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm"}},{"accession":"0001104659-26-050956","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-04-29T23:59:59+00:00","headline":"Suncrete completes acquisition of Hope Concrete (10 plants, 88 trucks) for $39.4M + equity","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-050956","json":"https://secwatch.observer/filing/0001104659-26-050956.json","markdown":"https://secwatch.observer/filing/0001104659-26-050956.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/0001104659-26-050956-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/tm2613031d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"in its capacity as representative of the Sellers. After giving effect to the\ntransactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck\nRollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”)\nissued to Mr. Mikytuck, (ii) 69,511","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/0001104659-26-050956-index.htm"}},{"accession":"0001213900-26-042811","ticker":"PHGE","company_name":"BiomX Inc.","filed_at":"2026-04-13T23:59:59+00:00","headline":"BiomX accelerates option exercise, acquires 60% stake in DFSL for $750k cash, $3M note","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042811","json":"https://secwatch.observer/filing/0001213900-26-042811.json","markdown":"https://secwatch.observer/filing/0001213900-26-042811.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/0001213900-26-042811-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/ea0285293-8k_biomx.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"delivery. In consideration for the Purchased Shares, the\nCompany agreed to the following consideration to Mandragola: (i) a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000),\nof which Four Hundred Fifty Thousand ($450,000) was advanced by the Company; (ii) the issuance of an unsecured convertible promissory note in the principal\namount of Three","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/0001213900-26-042811-index.htm"}},{"accession":"0001213900-26-042200","ticker":"PHGE","company_name":"BiomX Inc.","filed_at":"2026-04-10T23:59:59+00:00","headline":"BiomX acquires ZorroNet, enters AI defense with $1.25M note and stock","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042200","json":"https://secwatch.observer/filing/0001213900-26-042200.json","markdown":"https://secwatch.observer/filing/0001213900-26-042200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/0001213900-26-042200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/ea0285346-8k_biomx.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top\nIsrael’s preeminent defense prime contractors. As consideration, the Company issued to Water\nIO: (i) 1,300,000 shares of common stock ; and (ii) a non-convertible promissory note in the amount of $1,250,000 , bearing\ninterest at the short-term applicable federal rate, payable July 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/0001213900-26-042200-index.htm"}},{"accession":"0001213900-26-041119","ticker":"HCTI","company_name":"Healthcare Triangle, Inc.","filed_at":"2026-04-07T23:59:59+00:00","headline":"Acquired Teyamé 360 reports FY2025 revenue $17.2M, net profit $1.1M","event_type":"m_and_a","sec_items":["9.01","1.01","2.01","3.02","7.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-041119","json":"https://secwatch.observer/filing/0001213900-26-041119.json","markdown":"https://secwatch.observer/filing/0001213900-26-041119.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1839285/000121390026041119/0001213900-26-041119-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1839285/000121390026041119/ea0285446-8ka1_healthcare.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"relating to the acquisition by Teyame AI Holdings Inc., the Company’s wholly owned subsidiary, of all of the outstanding equity interests of Teyamé 360 S.L. and Datono Mediación S.L. pursuant to that certain Share Purchase Agreement, dated January 22, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1839285/000121390026041119/0001213900-26-041119-index.htm"}},{"accession":"0001104659-26-039206","ticker":"IPI","company_name":"Intrepid Potash, Inc.","filed_at":"2026-04-02T23:59:59+00:00","headline":"Intrepid sells South Ranch assets for $70M; extends credit facility to 2031","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039206","json":"https://secwatch.observer/filing/0001104659-26-039206.json","markdown":"https://secwatch.observer/filing/0001104659-26-039206.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1421461/000110465926039206/0001104659-26-039206-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1421461/000110465926039206/tm2610418d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"leases, water rights located on the Ranch, and various other assets, interests,\nand related agreements (collectively, the “Ranch Assets”). Consideration for the Ranch Assets is $70.0 million in cash, subject\nto adjustment as set forth in the Purchase Agreement (the “Purchase Price”), of which the $8.0 million deposit received by\nthe Company in December 2025 was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1421461/000110465926039206/0001104659-26-039206-index.htm"}},{"accession":"0001767042-26-000033","ticker":"KGS","company_name":"Kodiak Gas Services, Inc.","filed_at":"2026-04-02T23:59:59+00:00","headline":"Kodiak closes DPS acquisition for $587M cash + 2.4M shares; adds 395 MW capacity","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001767042-26-000033","json":"https://secwatch.observer/filing/0001767042-26-000033.json","markdown":"https://secwatch.observer/filing/0001767042-26-000033.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000033/0001767042-26-000033-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000033/kgs-20260401.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"interests of DPS from the Sellers as set forth in the Purchase Agreement (the “Acquisition”). On the Closing Date, the Buyer paid to the Sellers aggregate cash consideration of $587 million (including adjustments for certain additional power generation assets purchased since the transaction announcement, indebtedness and working capital) and the Company issued an","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000033/0001767042-26-000033-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"software\nand trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the\npurchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce\nand the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315226007440/0001493152-26-007440-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}