M&A - NightFood Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225009579

Filing Summary: On May 12, 2025, NightFood Holdings, Inc. announced the execution of a non-binding Letter of Intent to acquire Mountain Treasure Holdings, LLC, operating as Hilton Gardens Inn. This marks a significant step for the company as it moves to expand its portfolio through this acquisition. The press release issued provided more details about the transaction, which reflects the strategic direction of NightFood Holdings. The information shared will not be considered as 'filed' under the Securities Exchange Act, allowing the company flexibility in its disclosures going forward.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225004561

Filing Summary: On April 11, 2025, NightFood Holdings, Inc. entered into a Letter Agreement concerning convertible promissory notes with Fourth Man, LLC, which modifies the conversion pricing and principal amounts of the outstanding notes. The principal amounts of the convertible notes were increased significantly, and the maturity dates were extended to November 1, 2025. Additionally, on April 8, 2025, the Company announced the signing of a non-binding Letter of Intent (LOI) to acquire the assets of Victorville Treasure Holdings, LLC, including a 155-room hotel in California, for a transaction valued at approximately $41 million. This would involve a share exchange aimed to qualify as a tax-free reorganization under Section 368(b) of the Internal Revenue Code. The net purchase price after accounting for an existing mortgage is expected to be around $31 million in shares of Series C Convertible Preferred Stock, contingent upon performance milestones related to operational benchmarks under the Courtyard by Marriott brand.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225002385

Filing Summary: On March 31, 2025, Nightfood Holdings, Inc. completed the acquisition of Skytech Automated Solutions Inc. under a Share Exchange Agreement. As per the agreement, Nightfood acquired all outstanding shares of Skytech in exchange for Series C Preferred Stock valued at $6,200,000, which included 10,000 shares issued upfront and additional earnout shares contingent on future revenue targets. Skytech will become a wholly-owned subsidiary. The earnout shares are based on achieving specified revenue milestones. The management of Skytech may also receive performance-based equity awards based on revenue and EBITDA milestones. The agreement includes standard representations and warranties, and restrictions on selling the exchanged shares for six months. The document also mentions that financial statements for the acquired business are not required due to its insignificance relative to regulatory thresholds. The acquisition was publicly announced on April 1, 2025, highlighting strategic benefits.

Form Type: 8-K/A

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225002356

Filing Summary: On March 31, 2025, NightFood Holdings, Inc. executed the Second Amendment to the Share Exchange Agreement, which outlines the acquisition of SWC Group, Inc. The amendment stipulates that SWC will deliver its outstanding shares directly to NightFood Holdings, making SWC a wholly owned subsidiary. It also revises the Purchase Price calculation based on a valuation of $0.02 per share, resulting in the issuance of 83,333.33 shares of Series C Preferred Stock to SWC. Furthermore, on April 2, 2025, NightFood issued a press release announcing the completion of its acquisition of SWC, outlining the strategic implications and future integration plans following this transaction.

Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025021717

Filing Summary: On March 3, 2025, Nightfood Holdings, Inc. entered into a non-binding Letter of Intent (LOI) with Skytech Automated Solutions Inc. to acquire 100% of Skytech's equity for $6.2 million. The purchase price includes 10,000 shares of Series C Preferred Stock valued at $1.2 million and contingent earnout payments of up to $5.0 million based on revenue milestones. Additional performance-based equity awards are proposed for Skytech's management, totaling $35 million for revenue milestones and $18.11 million for EBITDA milestones. The transaction will be structured as a tax-free reorganization, contingent upon due diligence and a definitive agreement. The LOI includes a 30-day exclusivity period for Skytech. This information is not deemed filed under the Securities Exchange Act, and there is no guarantee that a definitive agreement will be executed.

Form Type: 10-Q

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025014276

Filing Summary: On February 2, 2024, NightFood Holdings, Inc. completed the acquisition of Future Hospitality Ventures Holdings Inc. (FHVH), marking a strategic move into the Robots-as-a-Service space. This acquisition is viewed as a vital step towards securing new distribution agreements and enhancing the company's capabilities under the leadership of new CEO Lei Sonny Wang. As of the filing, the company's financial condition revealed a net operating loss of $1,244,217 for the six months ended December 31, 2024, alongside an accumulated deficit of $39,882,183, raising concerns about the company's ability to sustain operations without additional funding. The document outlines significant financial data including current assets, liabilities, and stockholders' equity, revealing challenges in cash flow management amidst an ongoing effort to raise capital through various financing means. The company's balance sheets for the quarter show a total asset value of $1,761,987 against total liabilities of $5,954,297, highlighting a deficit in stockholders' equity of $4,562,510. The financial overview includes revenues of $39,595 for the six months ended December 31, 2024, compared to $9,833 for the same period the previous year, indicating a positive revenue trajectory, albeit overshadowed by substantial operating losses.

Form Type: 10-Q

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025003095

Filing Summary: NightFood Holdings, Inc. reported a quarterly financial performance for the period ending September 30, 2024. The company experienced a net loss of $764,611, compared to a loss of $1,318,933 in the same period of the previous year. Key highlights include total assets increasing to $1,871,068 while liabilities rose to $5,583,856. The management emphasized that they are an emerging growth company facing financial challenges, including liquidity and funding issues. On February 2, 2024, the company closed an acquisition of Future Hospitality Ventures Holdings Inc. This marks a strategic entry into the Robots-as-a-Service (RaaS) market, reinforcing their growth strategy. The net revenue for the quarter was $24,454, primarily from the sale of cookie products following a strategic shift from ice cream sales. The company acknowledged ongoing efforts to raise capital through sales of common and preferred stock, convertible notes, and the potential exercise of outstanding warrants to ensure operational continuity. Financial statements indicate an accumulated deficit of $39,402,577, raising doubts about its ability to continue as a going concern without additional capital.

Form Type: 10-K

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390024113166

Filing Summary: NightFood Holdings, Inc. filed its annual report for the fiscal year ended June 30, 2024. The company has undergone significant changes, including the acquisition of Future Hospitality Ventures Holdings Inc. on February 2, 2024, which focuses on Robots-as-a-Service (RaaS) in the hospitality industry. This acquisition is part of the company's strategy to enhance service efficiencies and respond to labor shortages and rising minimum wages in the foodservice sector. Future Hospitality has launched key robotic solutions which aim to streamline service and kitchen operations. Additionally, NightFood is in the process of integrating its recent acquisition of the SWC Group Inc. for takeout packaging, further positioning the company for growth and efficiency in ongoing operations. The document also outlines risks, operational challenges faced by Nightfood, Inc., and industry competition in the snack food market, emphasizing the strategic positioning of the company's unique nighttime snack products.