Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
July 7, 2021, the Board of Directors (the “Board”) of Nightfood Holdings, Inc. (the “Company”) increased the
size of the Board from one member to three members, and appointed Ms. Nisa Amoils and Dr. Thanuja Hamilton to fill the two new vacancies
on the Board and to serve as directors of the Company, with terms commencing on July 7, 2021 and expiring at the Company’s next
annual meeting of stockholders or until earlier removal or resignation. Ms. Amoils and Dr. Hamilton are each independent under NASDAQ
standards. The Board further appointed Sean Folkson, the Company’s CEO and a director, as the Company’s Chairman of the Board.
A
copy of the press release announcing the appointment of Ms. Amoils and Dr. Hamilton is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Nisa
Amoils
Since
January 2021, Ms. Amoils, age 51, has served as the Managing Partner of a100x Ventures, which invests in early-stage companies utilizing
blockchain and artificial intelligence to build the next wave of internet applications, particularly with social impact. Prior to a100x
and since March 2016, Ms. Amoils was the Venture Partner of Scout Venture, an early stage venture capital firm focused on technology
investments. Ms. Amoils has been investing in early-stage companies since 2010. Ms. Amoils was named one of Business Insider’s
Women VC’s to watch and top 100 Women in Fintech, and top 50 global Blockchain thinkers. She is a securities lawyer and on the
boards of several institutions including Girls Who Invest, and Wharton Entrepreneurship. She is a frequent media guest, including on
Bloomberg, CNBC, Cheddar and Fox. Prior to investing, she was an entrepreneur and securities lawyer and spent many years in business
development and strategy at companies like Time Warner, NBC Universal and Anderson Kill. She holds a business degree from the University
of Michigan and a law degree from the University of Pennsylvania.
There
is no arrangement or understanding between Ms. Amoils and any other persons pursuant to which Ms. Amoils was elected as a director. The
Company believes that Ms. Amoils is qualified as a Board member of the Company because of her track record of investing in, and guiding
and growing, customer-centric companies, and her startup operational experience that the Company believes enhances its capabilities in
areas such as strategic and digital marketing, business development, fundraising, and management.
Ms.
Amoils will initially receive as compensation for her services as a director, $3,000 on a quarterly basis and when authorized by the
Board, a warrant to purchase 100,000 shares of the Company’s common stock which vests 25% on each of the Company’s fiscal
quarters in fiscal 2022.
Dr.
Thanuja Hamilton
Thanuja
Hamilton, M.D., age 50, is a double Board-Certified Sleep Medicine Specialist. She completed her Fellowship in Sleep Medicine as well
as Internal Medicine at Drexel University College of Medicine at Hahnemann University Hospital in Philadelphia, Pennsylvania, where she
was Chief Fellow of her program. Dr. Hamilton has been a prominent advocate of healthy sleep. She frequently presents at medical conferences
and is actively involved in community health programs. She has been named SJ (South Jersey) Magazine’s Top Doc and was the featured
physician on the cover of Philadelphia Magazine's Top Docs issue. From November 2012 through June 2019 she was an employee, and since
July 2019 has been the owner, of Advocare Sleep Physicians of South Jersey and its predecessor. Dr. Hamilton is also the Corporate Medical
Director of Persante Health Care, a national provider of sleep and balance center management services to hospitals, physician practices
and patients, the Medical Director of Jefferson University Health Systems Sleep Lab, and the Medical Director at Virtua Health Sleep
Labs, and is on the board of the New Jersey Sleep Society. She is a member of the American Academy of Sleep Medicine, American College
of Chest Physicians and the American Medical Association. She has written for and contributed to numerous outlets such as Yahoo Health,
Women’s World, Good Housekeeping and Health.com, including a column in the Philly Voice. She has appeared in a number of nationally
syndicated and local television programs as an expert in sleep.
There
is no arrangement or understanding between Dr. Hamilton and any other persons pursuant to which Dr. Hamilton was elected as a director.
The Company believes that Dr. Hamilton is qualified as a Board member of the Company because of her being a nationally recognized authority
in the sleep field and her understanding of the consumer need for more sleep-friendly nighttime snack options.
Dr.
Hamilton will initially receive as compensation for her services as a director, $3,000 on a quarterly basis and when authorized by the
Board, $16,000 worth of restricted shares of the Company’s common stock which vests 25% on each of the Company’s
fiscal quarters in fiscal 2022.