NightFood Holdings, Inc. 8-K

What Happened

• NightFood Holdings, Inc. filed an 8-K reporting that on March 19, 2026 it entered into a Securities Purchase Agreement with Mast Hill Fund, L.P. and issued a senior secured promissory note with an aggregate principal of $1,176,470.58. The note was issued at a 15% original issue discount, yielding net proceeds of $1,000,000 (after certain transaction expenses).
• The note matures 12 months from the issue date, bears interest at 15% per annum (with additional interest provisions), and is convertible into NightFood common stock at any time on or after the issue date at a conversion price equal to the lesser of $0.033 per share or the Market Price (subject to customary adjustments). The company also amended its existing Security Agreement, Pledge Agreement and Guarantee to include the new note.

Key Details

• Issuer: NightFood Holdings, Inc.; Investor: Mast Hill Fund, L.P.; filing date: March 19, 2026.
• Principal amount: $1,176,470.58; original issue discount: 15%; net cash proceeds: $1,000,000.
• Term: 12 months to maturity; interest rate: 15% per year.
• Conversion: Convertible into common stock at the lesser of $0.033/share or Market Price; note secured by amended security, pledge and guarantee agreements.

Why It Matters

• Financing and liquidity: The transaction provides NightFood with $1.0M in net cash, which supports near‑term operations or obligations but is short‑term financing that must be repaid, refinanced, or converted within a year.
• Potential dilution: The note is convertible into common stock at a low conversion threshold (the lesser of $0.033 or Market Price), so conversion would increase outstanding shares and could dilute existing shareholders.
• Creditor priority: The note is senior and secured and has been added to existing security, pledge and guarantee arrangements, which gives the investor higher priority claim on collateral compared with unsecured creditors and could affect recoveries in a downside scenario.