NGTF Nightfood Holdings Inc (QB)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 10, 2024

 

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.)

 

520 White Plains Road - Suite 500

Tarrytown, New York 10591

(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

 

 

 

EXPLANATORY NOTE

 

 

The Amendment modifies certain terms of the original Share Exchange Agreement, as described in the Original 8-K. These modifications update the methodology for calculating the number of shares to be issued, while the purchase price remains unchanged. No other changes have been made to the disclosures in the Original 8-K, which continue to be accurate as of the date of its filing.

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 10, 2024, the Company, Future Hospitality Ventures Holdings, Inc., SWC Group, Inc., and Sugarmade, Inc. entered into the Amendment, which modifies certain terms of the Share Exchange Agreement dated September 4, 2024 (the “Agreement”), previously disclosed in the Original 8-K.

 

The Amendment modifies the method for calculating the number of shares to be issued under the Agreement. Under the revised terms, the share issuance will be determined based on the 90-day Volume Weighted Average Price (VWAP) of the Company’s common stock as of December 4, 2024.

 

Except as expressly amended, all other terms and conditions of the Agreement remain unchanged and in full force and effect. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No		Description
10.1		First Amendment to the Share Exchange Agreement dated December 10, 2024.
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.

 

Nightfood Holdings Inc.
By:	/s/ Lei Sonny Wang
Name:	Lei Sonny Wang
Title:	Chief Executive Officer

 

Date: December 19, 2024

 

 

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Exhibit 10.1

 

FIRST AMENDMENT TO THE SHARE EXCHANGE AGREEMENT

 

This First Amendment to the Share Exchange Agreement (the “Amendment”) is entered into as of December 10, 2024, by and among Nightfood Holdings, Inc., a Nevada corporation (“Parent Company”), Future Hospitality Ventures Holdings, Inc., a wholly-owned subsidiary of Nightfood Holdings, Inc. (“FHVH”), SWC Group, Inc., a California corporation (“SWC”), and Sugarmade, Inc. (the “SWC Shareholder”) (collectively, the “Parties”).

 

RECITALS

 

WHEREAS, the Parties entered into a Share Exchange Agreement dated September 4, 2024 (the “Agreement”), pursuant to which the Parent Company agreed to acquire all issued and outstanding shares of SWC, subject to certain conditions; and

 

WHEREAS, the Parties desire to amend the Agreement to address the terms related to transaction pricing and share calculations while ensuring the economic intent of the Agreement remains unchanged.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AMENDMENTS

 

1.	Transaction Pricing and Share Calculations

 

The Parties hereby agree that the pricing of the transaction, including the valuation and terms governing the number of shares to be issued under the Agreement, shall be based on the 90-day Volume Weighted Average Price (VWAP) of the Parent Company’s common stock as of December 10, 2024 (the “Pricing Date”). Accordingly, the number of shares to be issued pursuant to the Agreement shall be calculated based on the valuation and terms applicable as of the Pricing Date.

 

This provision ensures that the economic terms of the transaction are consistent with the original intent of the Parties at the time of signing the Agreement, preserving fairness and avoiding any unintended dilution or adjustments due to changes in the timeline.

 

 

2.	Waiver of Defaults

 

The Parties mutually waive any and all defaults or delays that may have arisen under the Agreement prior to this Amendment. Such waiver is made without prejudice to any rights or obligations set forth in the Agreement or this Amendment.

 

3.	No Other Modifications

 

Except as expressly amended herein, all terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.

 

4.	Governing Law

 

This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

 

5.	Counterparts

 

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

 

(Signature page to follow)

 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment to the Agreement as of the date first written above.

 

Nightfood Holdings, Inc.
By:	/s/ Sonny Wang
Name:	Sonny Wang
Title:	CEO, Director

 

Future Hospitality Ventures Holdings, Inc.
By:	/s/ Sonny Wang
Name:	Sonny Wang
Title:	CEO

 

SWC Group, Inc.
By:	/s/ Jimmy Chan
Name:	Jimmy Chan
Title:	CEO

 

Sugarmade, Inc.
By:	/s/ Jimmy Chan
Name:	Jimmy Chan
Title:	CEO, Chairman

 

 

3

 

v3.24.4

Cover	Dec. 10, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment to the Current Report on Form 8-K filed by Nightfood Holdings, Inc. (the “Company”) on September 10, 2024 (the “Original 8-K”) is being filed to disclose the execution of the First Amendment to the Share Exchange Agreement (the “Amendment”), dated December 10, 2024.
Document Period End Date	Dec. 10, 2024
Entity File Number	000-55406
Entity Registrant Name	NIGHTFOOD HOLDINGS, INC.
Entity Central Index Key	0001593001
Entity Tax Identification Number	46-3885019
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	520 White Plains Road
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Tarrytown
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10591
City Area Code	866
Local Phone Number	291-7778
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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