Note 15 – Commitments

Manufacturing and Research and Development Advisory Agreement

On February 1, 2026, the Company entered into a Manufacturing and Research and Development Advisory Agreement (the “Advisory Agreement”) with a nonemployee advisor to provide strategic and technical guidance in support of the development and commercialization of the Company’s artificial intelligence robotic technologies. The advisor has no authority to bind the Company, and the Advisory Agreement does not create an employment, partnership, joint venture, or fiduciary relationship. The Advisory Agreement has no fixed term and is terminable by either party upon 30 days’ prior written notice. All intellectual property developed through the collaboration is the sole and exclusive property of the Company.

Onboarding Equity Bonus. Upon execution of the Advisory Agreement, the Company issued 2,000,000 shares of common stock to the advisor as a one-time onboarding equity bonus. The shares vested immediately with no service or performance conditions. In accordance with Accounting Standards Codification (ASC) 718, Compensation - Stock Compensation, the Company measured the award at the grant-date closing price of $0.042 per share and recognized stock-based compensation expense of $84,000 in full on February 1, 2026.

Performance-Based Warrants. The Advisory Agreement provides for the issuance of performance-based warrants, each entitling the advisor to purchase one share of common stock at an exercise price of $0.10 per share, with a five-year term and exercisable solely on a cashless basis. The warrants contain standard anti-dilution adjustments for stock splits, reverse stock splits, stock dividends, recapitalizations, and similar transactions. The warrants are earned upon achievement of the following milestones:

 SCHEDULE OF WARRANTS EARNED

Commercialization is defined as commencement of commercial launch with confirmed production. Warrants earned at each revenue milestone are cumulative, and the product commercialization category is not subject to a maximum cap.

Accounting Treatment. Following the Company’s adoption of Accounting Standards Update (ASU) 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, share-based payments to nonemployees are accounted for under the same framework as employee awards. The performance-based warrants are subject to performance conditions under ASC 718-10-25, and compensation expense is recognized when achievement of the performance condition becomes probable.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

As of the grant date and through the current reporting period, the Company assessed the probability of achieving any product commercialization or revenue-based earn-out milestone to be zero. Accordingly, no compensation expense has been recognized, and no warrants have been issued or are outstanding under these provisions. The Company will reassess probability at each reporting date and, upon a milestone becoming probable, will recognize a cumulative catch-up adjustment based on the grant-date fair value of the applicable warrants, with the remaining unrecognized expense recognized over the estimated remaining service period.

Warrant Classification. The Company evaluated the warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, and ASC 480, Distinguishing Liabilities from Equity. The cashless exercise feature results in a fixed-for-fixed settlement in the Company’s own shares, and the anti-dilution provisions are limited to standard adjustments that do not preclude equity classification. Accordingly, the warrants are indexed to the Company’s own stock and meet the conditions for equity classification under ASC 815-40-25. If and when issued, the warrants will be classified within stockholders’ equity.

Potential Dilution. In addition to the 2,000,000 shares issued on February 1, 2026, the advisor is eligible to receive warrants to purchase up to 100,000,000 shares under the revenue-based earn-out milestones, plus uncapped additional warrants for each SKU successfully commercialized. Future share issuances and warrant exercises may have a dilutive effect on earnings per share in subsequent periods.

Joint Development, Manufacturing, And Licensing Agreement

On March 31, 2026, TechForce Robotics, Inc., a wholly-owned subsidiary of the Company (“TechForce”), entered into a Joint Development, Manufacturing, and Licensing Agreement (the “Agreement”) with Oncotelic Therapeutics, Inc. (“Oncotelic”) to jointly develop, manufacture, and commercialize artificial intelligence enabled, current Good Manufacturing Practice (“cGMP”) compliant robotic systems for use in pharmaceutical and biopharmaceutical manufacturing environments (the “Product”). The Product is intended to integrate Oncotelic’s proprietary PDAOAI artificial intelligence platform with TechForce’s robotic hardware and automation systems.

Under the Agreement, all artificial intelligence related developments are owned exclusively by Oncotelic, all solely developed robotic hardware and mechanical engineering developments are owned exclusively by TechForce, and jointly developed intellectual property is owned jointly by the parties. During the term of the Agreement and for twelve (12) months thereafter, TechForce is restricted from licensing the jointly developed intellectual property to third parties for use in the pharmaceutical manufacturing industry, but is not otherwise restricted from competing in the pharmaceutical industry using its own technology. Each party’s total cumulative liability under the Agreement is capped at the greater of $1,000,000 or the trailing twelve (12) month payments by the other party, subject to customary exceptions for indemnification, confidentiality, intellectual property, and willful misconduct.

The Agreement has an initial term of one (1) year and automatically renews for successive five (5) year terms unless either party provides at least sixty (60) days’ prior written notice of non-renewal. Either party may also terminate the Agreement for convenience upon sixty (60) days’ prior written notice or for uncured material breach upon thirty (30) days’ written notice. The Agreement does not specify minimum monetary commitments or guaranteed funding obligations; specific milestone payments, cost-sharing percentages, royalty rates, and revenue-sharing terms applicable to the commercialization of the Product are to be established in a separate Commercialization and Licensing Agreement (the “CLA”) to be executed by the parties prior to the first commercial sale of the Product. Pending execution of the CLA, no commercial sales, subscriptions, or other revenue-generating activities related to the Product may be initiated by either party.

The Company has evaluated the Agreement under Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements, and concluded that it constitutes a collaborative arrangement within the scope of ASC 808 because both parties are active participants exposed to significant risks and rewards dependent on the commercial success of the activity. As of March 31, 2026, no consideration had been received or was receivable, no performance obligations were enforceable, and no assets, liabilities, revenue, or expenses had been recognized in the condensed consolidated financial statements with respect to the Agreement. A copy of the Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2026.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Right-of-Use Operating Lease

On September 1, 2025, the Company’s subsidiary, SWC Group, Inc., executed a 5five-year triple-net lease for 23,437 square feet of warehouse and distribution space at 13501 S. Main Street, Los Angeles, California 90061.

The landlord, 13501 S. Main Holdings, LLC, is a material lender to the Company.

The Company recognizes lease expense on a straight-line basis over the lease term.

At March 31, 2026 and June 30, 2025, the Company has no financing leases as defined in ASC 842, “Leases.”

The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2026 and June 30, 2025.

 Schedule of Operating Lease Assets and Liabilities

The components of lease expense were as follows:

 Schedule of Lease Expense

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31,:

 Schedule of Future Minimum Lease Payments