NightFood Holdings, Inc. — fact timeline

NightFood Holdings, Inc. entered into Supply Agreement with Jiun Jiang Enterprise Co., Ltd. (effective 2026-06-09).

“On June 9, 2026, TechForce Robotics, Inc. (“TechForce”), a wholly-owned subsidiary of Nightfood Holdings, Inc. (the “Company”), entered into a Supply Agreement (the “Agreement”) with Jiun Jiang Enterprise Co., Ltd. (the “Supplier”).”

NightFood Holdings, Inc. entered into Supply Agreement with NUWA Robotics Corp. and Hon Hai Precision Industry Co., Ltd. (effective 2026-04-11).

“On April 11, 2026, TechForce Robotics, Inc. ("TechForce" or "Collaborator"), a wholly-owned subsidiary of Nightfood Holdings, Inc. (the "Company"), entered into a Supply Agreement (the "Agreement") with NUWA Robotics Corp. (the "Purchaser") and Hon Hai Precision Industry Co., Ltd., ("HH").”

NightFood Holdings, Inc. entered into Joint Development, Manufacturing and Licensing Agreement with Oncotelic Therapeutics, Inc. (effective 2026-03-31).

“On March 31, 2026, Nightfood Holdings, Inc. (the “Company”), wholly owned subsidiary, TechForce Robotics, Inc. (“TechForce”), entered into a Joint Development, Manufacturing and Licensing Agreement (the “Agreement”) with Oncotelic Therapeutics, Inc., (“Oncotelic”).”

NightFood Holdings, Inc. issued convertible note to Mast Hill Fund, L.P. for aggregate principal amount of $1,176,470.58.

“the Company issued a senior secured promissory note in the aggregate principal amount of $1,176,470.58 (the “Note”), at an original issue discount of fifteen percent (15%), resulting in net proceeds to the Company of $1,000,000”

NightFood Holdings, Inc. entered into Securities Purchase Agreement with Mast Hill Fund, L.P. valued at $1,176,470.58 (effective 2026-03-19).

“On March 19, 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 $1,176,470.58”

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).

“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”

NightFood Holdings, Inc. issued convertible note to Mast Hill Fund, L.P. for $998,750.00 net proceeds.

“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.”

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).

“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.”

NightFood Holdings, Inc.: Increased number of designated Series C Convertible Preferred Stock shares from 500,000 to 800,000 (effective 2025-12-03).

“Prior to filing the Amended Series C COD there were 500,000 shares designated as Series C Preferred Stock. Effective as of filing the Amended Series C COD, the number of shares designated as Series C Preferred Stock is 800,000 shares.”

NightFood Holdings, Inc.: Increased authorized shares of common stock from 200,000,000 to 900,000,000 (effective 2025-11-19).

“On November 19, 2025, the articles of incorporation (the “Articles of Incorporation”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Articles”), the Amended Articles increased the authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 200,000,000 to 900,000,000.”

NightFood Holdings, Inc. engaged TAAD, LLP as its auditor.

“On October 28, 2025, Nightfood Holdings, Inc. (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) as its independent registered public accountancy firm, and engaged TAAD, LLP (“TAAD”) as the Company’s new independent registered public accounting firm.”

NightFood Holdings, Inc. dismissed Fruci & Associates II, PLLC as its auditor.

“On October 28, 2025, Nightfood Holdings, Inc. (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) as its independent registered public accountancy firm, and engaged TAAD, LLP (“TAAD”) as the Company’s new independent registered public accounting firm.”

NightFood Holdings, Inc.: The Certificate of Designation of Series B Preferred Stock was amended to change the conversion method from individual holder option to conversion upon vote or written consent of holders owning at least 50.1% of outstanding Series B shares, with each share convertible into 8,366 shares of Common Sto (effective 2025-10-30).

“On October 30, 2025, the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Series B COD”) by amending the method of converting the Series B Preferred Stock into common stock, par value $0.0001 per share (“Common Stock”).”

NightFood Holdings, Inc. issued 6,000,000 shares of Common Stock of warrant to Mast Hill Fund, L.P. for exercise price of $0.10.

“the Company issued a warrant (the “Warrant”) to the Investor to purchase 6,000,000 shares of Common Stock at an exercise price of $0.10”

NightFood Holdings, Inc. issued up to an aggregate of $25 million in newly issued common stock of common stock to Mast Hill Fund, L.P..

“the Company agreed to issue and sell to the Investor in a private placement (the “Private Placement”) up to an aggregate of $25 million (the “Commitment Amount”) in newly issued common stock”

NightFood Holdings, Inc. completed an acquisition involving Treasure Mountain Holdings, LLC, SBZ Industry Investment Inc., Xu Shunping, Xu Lian for $42,280,080 (closed 2025-09-30).

“Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure Mountain, an amount not exceeding $10,500,000, the purchase price was $42,280,080 and a potential earnout of up to an additional $4,800,000 (the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares”

NightFood Holdings, Inc. completed an acquisition involving Victorville Treasure Holdings, LLC for $31,000,000 (closed 2025-08-27).

“On August 27, 2025, Nightfood Holdings, Inc. (“NGTF” or the “Company”), Victorville Treasure Holdings, LLC, a California limited liability company (“Victorville”), SBZ Investment Industry Inc., a California corporation, Nuo Wei Zhang, Siyuan Li and Jue Wang (each a “Seller” and, collectively the “Sellers”), entered into a share exchange agreement (the “Agreement”) whereby the Company will acquire Victorville from the Sellers. Pursuant to the terms of the Agreement, the Company purchased 100% of the issued and outstanding membership interests (the “Membership Interests”) of Victorville from the Sellers for a total purchase price of $31,000,000 (the “Purchase Price”)”

Ried Floco was appointed as President at NightFood Holdings, Inc..

“and Ried Floco as the President of the Company.”

Ried Floco was appointed as Director at NightFood Holdings, Inc..

“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”

Jimmy Chan was appointed as Chief Executive Officer at NightFood Holdings, Inc..

“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.”

Sonny Wang was appointed as Chief Revenue Officer at NightFood Holdings, Inc..

“On the same date, the Board also appointed Sonny Wang as Chief Revenue Officer.”

Sonny Wang resigned as Chief Executive Officer at NightFood Holdings, Inc..

“On April 30, 2025, Sonny Wang resigned from his position as Chief Executive Officer of Nightfood Holdings Inc.”

NightFood Holdings, Inc. completed an acquisition involving Skytech Automated Solutions Inc. (shareholders) for $6,200,000 (closed 2025-03-31).

“per share (“Series C Preferred Stock”). As a result of the transaction, Skytech became a wholly owned subsidiary of the Company. The total consideration for the acquisition was $6,200,000, which consisted of 10,000 shares of NGTF’s Series C Preferred Stock (the “Exchange Shares”) issued to the Sellers, pro rata, at the closing of the transaction, and additional”

Sean Folkson changed role as Chairman of the Board at NightFood Holdings, Inc..

“In addition, the Board designated Mr. Steigerwald as Chairman of the Board, replacing Mr. Sean Folkson, effective immediately.”

Christopher Dieterich was appointed as Director at NightFood Holdings, Inc..

“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.”

Jamie Steigerwald was appointed as Chairman of the Board at NightFood Holdings, Inc..

“In addition, the Board designated Mr. Steigerwald as Chairman of the Board, replacing Mr. Sean Folkson, effective immediately.”

Jamie Steigerwald was appointed as Director at NightFood Holdings, Inc..

“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.”

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

“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”

NightFood Holdings, Inc. incurred loan of principal amount of $395,000.00 with Mast Hill Fund, L.P. at lesser of (i) 16% per annum and (ii) the maximum amount permitted by law maturing 12-month anniversary of the Issuance Date.

“On May 9, 2024, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of May 5, 2024 (the “Effective Date”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount of $395,000.00”

NightFood Holdings, Inc. engaged Fruci & Associates, PS as its auditor.

“and engaged Fruci & Associates, PS (“Fruci”) as the Company’s new independent registered public accounting firm”

NightFood Holdings, Inc. dismissed GreenGrowth CPAs Inc. as its auditor.

“On April 12, 2024, Nightfood Holdings, Inc. (the “Company”) dismissed GreenGrowth CPAs Inc. (“GreenGrowth”) as its independent registered public accountancy firm”

NightFood Holdings, Inc. incurred loan of $336,000.00 with Mast Hill Fund, L.P. maturing 12-month anniversary of the Issuance Date.

“On March 15, 2024, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of March 12, 2024 (the “Effective Date”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount of $336,000.00”

NightFood Holdings, Inc.: Amended Series C Convertible Preferred Stock Certificate of Designation to add reverse stock split adjustment provision (effective 2024-02-07).

“On February 7, 2024, the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF”) was amended (the “Amended Series C COD”) by revising Section G to include a provision for adjustments for reverse stock splits.”

NightFood Holdings, Inc.: Filed Certificate of Designation for Series D Convertible Preferred Stock with conversion and ranking terms (effective 2024-02-07).

“Also on February 7, 2024, NGTF filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD”), which established 100,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”), par value of $0.001 per share, having such designations, rights and preferences as set forth in the Series D COD.”

NightFood Holdings, Inc.: Amended Series C Convertible Preferred Stock certificate to adjust for reverse stock splits (effective 2024-02-07).

“On February 7, 2024, the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF”) was amended (the “Amended Series C COD”) by revising Section G to include a provision for adjustments for reverse stock splits.”

NightFood Holdings, Inc.: Established Series C Convertible Preferred Stock via new Certificate of Designation (effective 2024-01-26).

“Also on January 26, 2024, NGTF filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”), which established 500,000 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”), par value of $0.001 per share, having such designations, rights and preferences as set forth in the Series C COD.”

NightFood Holdings, Inc.: Amended Series A Certificate of Designation to alter voting structure of Series A Super Voting Preferred Stock (effective 2024-01-26).

“On January 26, 2024, the Certificate of Designation of Preferences, Rights and Limitations of Series A Super Voting Preferred Stock (the “Series A Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF”) was amended (the “Amended Series A COD”) by replacing Section 1 to alter the voting structure of the Series A Preferred Stock.”

NightFood Holdings, Inc. incurred loan of $388,300 with Mast Hill Fund, L.P. at 16% per annum maturing the 12-month anniversary of the Issuance Date.

“On January 24, 2024 (the "Issuance Date"), the Company entered into a Securities Purchase Agreement (the "Purchase Agreement"), and issued and sold to Mast Hill Fund, L.P. ("Mast Hill"), a Promissory Note (the "MH Note") in the principal amount of $388,300”

NightFood Holdings, Inc. entered into Exchange Agreement with Future Hospitality Ventures Holdings Inc., Sean Folkson, Lei Sonny Wang (effective 2024-01-22).

“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.”

NightFood Holdings, Inc. incurred loan of $170,588 with Mast Hill Fund, L.P. at lesser of (i) 16% per annum and (ii) the maximum amount permitted by law maturing 12-month anniversary of the Issuance Date.

“On December 7, 2023 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of December 6, 2023, and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “MH Note”) in the principal amount of $170,588 (actual amount of purchase price of $145,000 plus an original issue discount (“OID”) in the amount of $25,588).”

NightFood Holdings, Inc. incurred loan of $62,000 with Mast Hill Fund, L.P. at 16% per annum maturing the 12-month anniversary of the Issuance Date.

“and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “MH Note”) in the principal amount of $62,000 (actual amount of purchase price of $52,700 plus an original issue discount (“OID”) in the amount of $9,300).”

NightFood Holdings, Inc. engaged GreenGrowth CPAs as its auditor.

“On November 7, 2023, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Gries.”

NightFood Holdings, Inc. incurred loan of $62,000.00 with Mast Hill Fund, L.P. maturing the 12-month anniversary of the Effective Date.

“On October 6, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 5, 2023 (the “Effective Date”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount of $62,000.00”

NightFood Holdings, Inc. incurred loan of $60,000.00 with Fourth Man, LLC at 16% per annum maturing the 12-month anniversary of the Effective Date.

“On August 31, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of August 28, 2023 (the “Effective Date”) and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”) in the principal amount of $60,000.00 (actual amount of purchase price of $51,000 plus an original issue discount (“OID”) in the amount of $9,000).”

NightFood Holdings, Inc. incurred convertible notes of $65,000.00 with Fourth Man, LLC maturing 12-month anniversary of the Effective Date.

“On June 30, 2023, Nightfood Holdings, Inc. (the "Company") consummated the transactions pursuant to a Securities Purchase Agreement (the "Purchase Agreement") dated as of June 29, 2023 (the "Effective Date") and issued and sold to Fourth Man, LLC ("Fourth Man"), a Promissory Note (the "Note") in the principal amount of $65,000.00 (actual amount of purchase price of $55,250 plus an original issue discount ("OID") in the amount of $9,750).”

NightFood Holdings, Inc. incurred convertible notes of $200,000.00 ($170,000 purchase price plus $30,000 original issue discount) with Mast Hill Fund, L.P. at 16% per annum upon default; OID of $30,000 maturing 12-month anniversary of June 1, 2023 (June 1, 2024).

“On June 2, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 1, 2023 (the “Effective Date”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount of $200,000.00 (actual amount of purchase price of $170,000 plus an original issue discount (“OID”) in the amount of $30,000).”

NightFood Holdings, Inc. entered into Warrant Exchange Agreement with Spencer Clarke, LLC (effective 2023-05-18).

“the Company shall issue to SC 1,000,000 common stock purchase warrants with an initial exercise price of $.033, and the Company and SC shall enter into the Warrant Exchange Agreement referenced in and attached to the Agreement(the “Warrant Exchange Agreement”).”

NightFood Holdings, Inc. amended Amendment and Addendum to Letter of Engagement with Spencer Clarke, LLC (effective 2023-05-18).

“On May 18, 2023, Nightfood Holdings, Inc. (the “Company”) entered into an Amendment and Addendum to Letter of Engagement (the “Agreement”) with its banker, Spencer Clarke, LLC (“SC”), which amended and supplemented certain terms of its Letter of Engagement with SVC dated February 2, 2021 as amended and supplemented (the “Original Engagement Letter”).”

NightFood Holdings, Inc. incurred convertible notes of $160,941.18 with Mast Hill Fund, L.P. maturing the 12-month anniversary of the Effective Date.

“On the Effective Date, the Company consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “MH Note”) in the principal amount of $160,941.18 (actual amount of purchase price of $136,800 plus an original issue discount (“OID”) in the amount of $24,141.18).”

NightFood Holdings, Inc. amended Warrant Amendment and Exercise Agreements with certain existing warrantholders (effective 2023-04-17).

“Effective as of April 17, 2023 (the “Effective Date”), Nightfood Holdings, Inc. (the “Company”) entered into Warrant Amendment and Exercise Agreements (the “Amendment Agreements”) with certain existing warrantholders of the Company (each, a “Warrantholder” and collectively, the “Warrantholders”).”