NightFood Holdings, Inc.

8-K · form8-k.htm

0001593001

 2026-06-09
 2026-06-09

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

  

 PURSUANT
TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

  

 Date
of report (Date of earliest event reported): June 9, 2026

  

 NIGHTFOOD
HOLDINGS, INC.

 (Exact
Name of Registrant as Specified in Charter)

  

 Nevada
  
 000-55406
  
 46-3885019

 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 No.)

  

 13501
South Main Street

 Los
Angeles , CA 90016

 (Address
of Principal Executive Offices) (Zip Code)

  

 Registrant’s
telephone number, including area code: (866) 291-7778

  

  

 (Former
Name or Former Address, if Changed Since Last Report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions ( see General Instruction A.2. below):

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 Emerging
Growth Company ☐

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Not
 applicable
  
 Not
 applicable
  
 Not
 applicable

  

  

  

  

  

  

 Item
1.01 Entry into Material Definitive Agreement.

  

 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”).
The Agreement provides for a strategic manufacturing and technology development framework between the TechForce and the Supplier. Pursuant
to the Agreement, TechForce will define the commercial requirements of the robotic systems (“Product”) to the Supplier and
place purchase orders for manufacturing the Product. The Supplier will subsequently provide high-precision manufacturing capabilities,
engineering and technical support, semiconductor-industry manufacturing expertise, process engineering assistance, and will manufacture,
assemble, and test the Products in accordance with the approved specifications and quality standards.

  

 The
Supplier will manufacture, test, pack and deliver the Product in accordance with the approved specifications and quality standards provided
by TechForce. The title to the finished Product and all related intellectual property (except with respect to pre-existing intellectual
property owned by the Supplier), will be owned exclusively by TechForce. The Parties have agreed to cooperate in good faith to support
product development, production planning and commercialization of the robotic systems.

  

 Additionally,
each party will retain all rights, title and interest to its Pre-existing IPRs (as defined in the Agreement) and acquire no rights to
the other party’s Pre-Existing IPRs other than the limited rights specifically granted under the Agreement. TechForce has granted
the Supplier a worldwide, non-exclusive, non-transferable, and fully paid-up license under the Purchaser and its Affiliates Pre-Existing
IPR and Newly Developed IPR, and their IPR relating to logo, trade name, design or trademark identified by TechForce to be attached to
or affixed on the Product or relevant manual, that are necessary for the design and manufacturing of the Product, solely to perform Supplier’s
obligations under the Agreement. Supplier has granted to TechForce, its Affiliates, and and their respective customers, distributors,
retailers and end users a worldwide, non-exclusive, irrevocable, perpetual, and fully paid-up license under Suppliers’ IPR, including
without limitations to its Pre-Existing IPR, solely pertaining to the distribution, sale and normal agreed commercial use (including
repair) of the Product which Supplier has manufactured and sold to Purchaser.

  

 Supplier
will not use, disclose, reproduce, reverse engineer, modify, adapt, sublicense, or otherwise exploit any of TechForce’s’
Intellectual Property, Confidential Information, or any technology, know-how provided by the TechForce, for any purpose other than fulfilling
its obligations to TechForce under this Agreement.

  

 The
Agreement will be in effect for an initial term of three years and will automatically renew for successive one-year terms unless terminated
in accordance with the terms of the Agreement.

  

 The
Agreement contains customary representations, warranties by the Parties, customary conditions to closing, indemnification obligations
of the Parties, other obligations of the Parties and termination provisions. The representations, warranties and covenants contained
in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the Parties to
the Agreement, and may be subject to limitations agreed upon by the contracting Parties, including being qualified by confidential disclosures
exchanged between the Parties in connection with the execution of the Agreement.

  

 Capitalized
terms used but not otherwise defined in Item 1.01 of this Form 8-K have the respective meanings ascribed thereto by the Supply Agreement.

  

 The
Agreement is being filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith
as Exhibits 10.1.

  

 7.01
Regulation FD Disclosure.

  

 On
June 11, 2026, the Company issued a press release announcing the execution of the Supply Agreement.

  

 A
copy of the press release is furnished herewith as Exhibit 99.1.

  

 The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.

  

 Item
9.01. Financial Statements and Exhibits

  

 (d)
Exhibits.

  

 Exhibit
 No
  
 Description

 10.1
  
 Supply Agreement dated June 9, 2026, between TechForce Robotics, Inc., and Jiun Jiang Enterprise Co., Ltd.

 99.1
  
 Press Release dated June 11, 2026

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

 Date:
June 11, 2026

  

 NIGHTFOOD
 HOLDINGS, INC.
  

  
  
  

 By:
 /s/
 JIMMY CHAN
  

 Name:

 Jimmy
 Chan
  

 Title:
 Chief
 Executive Officer