Highest-materiality recent filing
Nightfood Signs LOI to Acquire 51% of Semiconductor Automation Firm Jiun Jiang Enterprise
Nightfood (NGTF) entered non-binding LOI to acquire 51% of JJ Enterprise, a Taiwan-based semiconductor automation and advanced manufacturing company.
Agreement with Jiun Jiang Enterprise for manufacturing robotic systems; initial term three years with auto-renewal.
TechForce Robotics and Oncotelic will jointly develop AI-enabled, GMP-compliant robotic systems for pharma manufacturing.
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.
Net loss of $1,013,997 for year ended Dec 31, 2024; negative operating cash flow of $775,027.
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 Holdings dismisses auditor Fruci & Associates, engages TAAD LLP
Dismissed Fruci & Associates II, PLLC as independent accountant, effective October 28, 2025.
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 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 (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 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 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.
Closed Jan 22, 2024: FHVH became wholly-owned subsidiary in exchange for Series A and C shares of NGTF.
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.
appointed Mr. Tom Morse to fill the new vacancy on the Board and to serve as a director of the Company
appointed Ms. Nisa Amoils and Dr. Thanuja Hamilton to fill the two new vacancies on the Board
The Board further appointed Sean Folkson, the Company’s CEO and a director, as the Company’s Chairman of the Board.
Max materiality 0.90 · Median 0.60 · Most common event m_and_a