Highest-materiality recent filing
TechForce retains exclusive ownership of all product-related IP under the agreement.
TechForce Robotics and Oncotelic will jointly develop AI-enabled, GMP-compliant robotic systems for pharma manufacturing.
Nightfood raises $1M via senior secured convertible note with 15% OID and 15% interest
Issued $1,176,470.58 senior secured note to Mast Hill Fund at 15% OID; net proceeds ~$1,000,000.
Nightfood reports $2.97M revenue for 6 months ended Dec 31, 2025; begins 3 segments
Revenue of $2.97 million for six months ended Dec. 31, 2025; total assets of $129.6 million.
Purchased all Beer Bot/BIM-E IP (patents, code, AI models) from Christopher Erpelding for 7,000,000 restricted common shares.
Nightfood deploys TIM-E autonomous robot at Homewood Suites Del Mar for back-of-house tasks
TIM-E robot installed at Homewood Suites in Del Mar, California under TechForce's RaaSP model.
Net loss of $1,013,997 for year ended Dec 31, 2024; negative operating cash flow of $775,027.
Nightfood Holdings' BIM-E robot serves 5,000+ drinks at CES 2026 debut
BIM-E dispensed over 5,000 beverages at CES 2026, averaging 10 seconds per 16-oz pour.
Nightfood's acquired hotel entity posts 2024 net loss, auditor flags going concern
Treasure Mountain (Hilton Garden Inn Rancho Mirage) had net loss of $102,505 in 2024 vs. net income of $21,994 in 2023.
Nightfood issues $1.175M senior secured convertible note to Mast Hill Fund at 15% OID
Principal amount $1,175,000, original issue discount 15%, net proceeds ~$998,750.
Nightfood announces manufacturing expansion to meet 2026 demand surge
Current Beijing, China manufacturing partner capacity insufficient for projected 2026 demand.
Nightfood to exhibit at CES 2026 in Las Vegas January 6-9
Company will showcase products and deployment options at booth 6911.
Nightfood Holdings unveils proprietary Beverage Bot for high-volume venues
Beverage Bot is internally developed to dispense carbonated drinks and multiple tap beers with minimal foam.
Nightfood increases Series C Convertible Preferred designated shares from 500K to 800K
Designated shares of Series C Convertible Preferred increased from 500,000 to 800,000.
Nightfood Holdings increases authorized common shares from 200M to 900M
Authorized common stock raised from 200,000,000 to 900,000,000 shares.
Nightfood Holdings issues Q3 2025 press release; financial details not in filing
Press release covers September 30, 2025 quarterly results and operational progress.
Nightfood Holdings dismisses auditor Fruci & Associates, engages TAAD LLP
Dismissed Fruci & Associates II, PLLC as independent accountant, effective October 28, 2025.
Nightfood amends Series B Preferred; conversion now triggered by 50.1% holder vote
Series B conversion method changed: conversion triggered by vote or written consent of holders owning ≥50.1% of outstanding shares.
Up to $25M in common stock can be sold to Mast Hill over 24 months at formula-based prices (97% of VWAP, or 85% on OTC).
Nightfood Holdings issues $2.27M senior secured convertible note to Mast Hill Fund at 15% OID
Principal $2,270,000 senior secured note with 15% original issue discount; net proceeds ~$1,929,500 after $25k legal fee holdback.
Nightfood Holdings acquires Hilton Garden Inn hotel for $42.3M in preferred stock
Acquired 100% of Treasure Mountain Holdings (Hilton Garden Inn, Rancho Mirage, CA); enterprise value $52.78M, purchase price $42.28M in 176,167 Series C Preferred shares.
SWC Group FY2024 net loss $557K, cash $19K, going concern noted in acquisition financials
Revenue $1.78M, down 25% from $2.39M in FY2023.
Nightfood acquires 155-room Holiday Inn hotel for $31M in preferred stock
Acquired 100% of Victorville Treasure Holdings for $31M, paid with 216,667 Series C Convertible Preferred shares (each convertible into 6,000 common shares).
CEO Jimmy Chan purchased 1,000 Series A Super Voting Preferred shares from Lei Sonny Wang for $10.00.
NightFood Holdings appoints James Steigerwald as COO effective March 25, 2025
James Steigerwald appointed Chief Operating Officer effective March 25, 2025.
Nightfood signs LOI to acquire Hilton Garden Inn near Disney's Cotino for $36.9M
Deal valued at $36.93M for 120-room property (expandable to 125) in Rancho Mirage, CA.
Nightfood Holdings appoints Jimmy Chan CEO, Ried Floco President
Sonny Wang resigned as CEO effective April 30, 2025; appointed Chief Revenue Officer.
Nightfood signs $41M LOI to acquire Victorville hotel; also amends convertible notes
LOI to acquire 155-room Holiday Inn, Victorville, CA for ~$41M; net $31M paid in Series C Preferred Stock.
Nightfood closes acquisition of Carryout Supplies (SWC) for Series C Preferred shares
Acquisition of SWC Group (Carryout Supplies) closed March 31, 2025; SWC becomes wholly owned subsidiary.
Nightfood Holdings acquires Skytech Automated Solutions for $6.2M in Series C Preferred Stock
Total consideration of $6.2M paid in 10,000 shares of Series C Preferred Stock; earnout shares tied to revenue milestones ($5M–$50M).
Nightfood Holdings issues $425k senior secured note to Mast Hill Fund at 15% interest
$425k principal with 10% OID, net proceeds of $382.5k to the company.
Nightfood (NGTF) signs LOI to acquire Skytech Automated Solutions for $6.2M
Deal valued at $6.2M: $1.2M in Series C Preferred Stock at closing + up to $5M earnout based on revenue milestones ($5M, $10M, $25M, $50M).
Nightfood issues $206K senior secured note to Mast Hill Fund at 15% OID
Principal amount $206,000; net proceeds $175,100 after 15% OID and $5,000 legal fees.
Jamie Steigerwald and Christopher Dieterich appointed to Board effective Jan 21, 2025.
Nightfood Holdings amends share exchange terms to use 90-day VWAP
Amendment to SWC Group acquisition: share issuance now based on 90-day VWAP as of Dec 10, 2024.
Nightfood Holdings accepts resignations of two directors to allocate board seats to SWC Group
Dr. Thanuja Hamilton and Nisa Amoils resigned from the Board on November 27, 2024, effective immediately.
Nightfood signs LOI to acquire Los Angeles Cooking School for automation-integrated training
Signed non-binding LOI to acquire Stratford Education Group (Los Angeles Cooking School).
Acquired all outstanding shares of SWC Group for $10M paid as 83,333 shares of Series C Preferred Stock.
Nightfood Holdings files 8-K/A correcting new auditor name to Fruci & Associates II
Amendment corrects the name of the independent accounting firm engaged effective April 12, 2024.
Nightfood amends $125K promissory notes, removes conversion adjustment, issues preferred stock
Amended two promissory notes ($65K from June 2023 and $60K from Aug 2023) with Fourth Man, LLC, effective July 23, 2024.
Nightfood signs non-binding LOI to acquire CarryOutSupplies.com in all-stock deal
Acquires SWC Group Inc. (d/b/a CarryOutSupplies.com), a wholesaler of custom takeout packaging for foodservice.
$50K net revenue in 30 days from April 21 to May 20 via Shopify (unaudited).
Nightfood issues $395K convertible note to Mast Hill Fund, 12-month maturity
Issued promissory note to Mast Hill Fund for $395,000; net proceeds $335,750 after $59,250 OID.
On such date, the Board appointed Ried Floco to the Board, as a replacement for the vacancy created by Sean Folkson’s previous resignation from the Board
On the same date, the Board also appointed Sonny Wang as Chief Revenue Officer.
On April 30, 2025, Sonny Wang resigned from his position as Chief Executive Officer of Nightfood Holdings Inc.
and Ried Floco as the President of the Company.
On April 29, 2025, the board of directors (the “Board”) of Nightfood Holdings Inc. (the “Company”) appointed Jimmy Chan as the replacement of Sonny Wang as the Chief Executive Officer.
In addition, the Board designated Mr. Steigerwald as Chairman of the Board, replacing Mr. Sean Folkson, effective immediately.
On January 21, 2025, the Board of Directors (the “Board”) of Nightfood Holdings, Inc. (the “Company”) appointed Mr. Jamie Steigerwald and Mr. Christopher Dieterich as members of the Board to fill the vacancies created by the resignations of Dr. Thanuja Hamilton and Ms. Nisa Amoils, which were previously disclosed in the Company’s Form 8-K filed on December 6, 2024.
In addition, the Board designated Mr. Steigerwald as Chairman of the Board, replacing Mr. Sean Folkson, effective immediately.
On January 21, 2025, the Board of Directors (the “Board”) of Nightfood Holdings, Inc. (the “Company”) appointed Mr. Jamie Steigerwald and Mr. Christopher Dieterich as members of the Board to fill the vacancies created by the resignations of Dr. Thanuja Hamilton and Ms. Nisa Amoils, which were previously disclosed in the Company’s Form 8-K filed on December 6, 2024.
Max materiality 0.90 · Median 0.60 · Most common event m_and_a