NightFood Holdings, Inc.
0.0522-0.03 (-39.2%)
Oct 29, 4:00:00 PM EDT · OTC Markets OTCQB · NGTF · USD
Key Stats
Market Cap
7.93MP/E (TTM)
-Basic EPS (TTM)
-0.06Dividend Yield
0%Recent Filings
8-K
Nightfood issues $2.27M convertible note
Nightfood Holdings secured $1.93 million in net proceeds by issuing a $2.27 million senior secured promissory note to Mast Hill Fund on October 8, 2025, carrying a 15% original issue discount and 15% annual interest, maturing in 12 months. The note is convertible into common stock at the lesser of $0.033 per share or 80% of the five-day average closing price, secured by subsidiary assets and a personal pledge. Funds will first repay $905,000 in accrued interest to the investor, then support compliance, merger, and acquisition efforts. Yet dilution looms large for shareholders.
8-K
Nightfood secures $25M equity line
Nightfood Holdings inked an equity purchase deal with Mast Hill Fund on October 8, 2025, unlocking up to $25 million in common stock sales over 24 months for working capital needs. The pact includes a warrant for 6 million shares at $0.10, exercisable immediately and expiring in five years, while restricting variable rate deals for 18 months. Yet dilution looms large as shares flood the market.
8-K
Nightfood acquires Victorville for $31M
Nightfood Holdings acquired Victorville Treasure Holdings for $31 million via 216,667 shares of Series C Convertible Preferred Stock, convertible into 6,000 common shares each, on August 27, 2025, making Victorville a wholly owned subsidiary. Fifteen percent of shares are escrowed for 18 months against indemnification claims, while sellers may earn additional shares by meeting post-closing milestones like gym buildout and 50-member enrollment. This deal expands Nightfood's portfolio into new assets. Yet risks lurk in potential VWAP adjustments if common stock dips below $0.02.
8-K
CEO buys super-voting shares
NightFood Holdings' CEO Jimmy Chan acquired 1,000 shares of Series A Super Voting Preferred Stock from Lei Sonny Wang for $10 on July 25, 2025, assuming all related pledge obligations to Mast Hill Fund under existing security agreements. This transfer, with Mast Hill's consent, consolidates CEO control over the super-voting shares tied to the company's $3.9 million in outstanding notes. Yet the low price signals nominal value. Obligations persist unchanged.
8-K
NightFood names COO Steigerwald
NightFood Holdings appointed James Steigerwald as Chief Operating Officer, effective March 25, 2025, with the board formalizing it on July 29. Steigerwald, a 51-year-old veteran with cannabis and consulting stints, including prior COO role at acquired Sugarmade, secures a $120,000 base salary and 10,500 vesting shares of Class C Preferred Stock tied to milestones. This bolsters operations amid integration. Unvested shares forfeit on termination.
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