NightFood Holdings, Inc. 8-K

What Happened

• NightFood Holdings, Inc. announced on its Form 8-K that on January 10, 2026 it entered a Securities Purchase Agreement with Mast Hill Fund, L.P. and issued a senior secured promissory note with an aggregate principal of $1,175,000. The note carries a 12‑month maturity and a 15% annual interest rate, and it is convertible into the Company’s common stock. The Company received net proceeds of $998,750 after a 15% original issue discount and certain transaction expenses. The Company also amended its existing Security Agreement, Pledge Agreement and Guarantee to include this new Note.

Key Details

• Principal: $1,175,000 senior secured promissory note (issued Jan 10, 2026)
• Net proceeds / discount: 15% original issue discount; net proceeds approximately $998,750 (amounts withheld for transaction expenses noted)
• Term & interest: 12‑month maturity; 15% per annum interest (with additional interest provisions)
• Conversion: Convertible any time on/after the Issue Date into common stock at the lesser of $0.033 per share or the Note’s defined Market Price, subject to customary adjustments (splits, dividends, etc.)
• Security / credit support: Note incorporated into existing Security Agreement, Pledge Agreement (including pledge by Jimmy Chan) and Guarantee among the Company and subsidiaries (amendments filed with the 8‑K)
• Regulatory: Reported under Item 1.01 (material definitive agreement) and Item 3.02 (unregistered sale of securities)

Why It Matters

• This transaction provides NightFood roughly $1.0M in near‑term cash but creates a 12‑month secured obligation carrying high interest and convertible features. The conversion feature can dilute existing shareholders if converted into common stock, especially given the low fixed conversion cap of $0.033 per share (or the Market Price if lower). The note is senior and secured and is covered by amended security, pledge and guarantee arrangements across the company and certain affiliates, which affects creditor priority and the company’s capital structure. Investors should weigh the immediate cash benefit against potential dilution and increased secured indebtedness.