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.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

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.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

The performance-based warrants are subject to performance conditions under ASC 718, and compensation expense is recognized when achievement of the performance condition becomes probable.

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. (“TechForce”), a wholly owned subsidiary of the Company, 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, Good Manufacturing Practice compliant robotic systems for pharmaceutical and biopharmaceutical manufacturing (the “ Product”), combining Oncotelic’s PDAOAI artificial intelligence platform with TechForce’s robotic hardware and automation systems. The Agreement includes a non-exclusive license to TechForce of certain Oncotelic intellectual property, including the PDAOAI platform.

Artificial intelligence developments are owned by Oncotelic, robotic hardware developments created solely by TechForce are owned by TechForce, jointly developed intellectual property is jointly owned, and data generated from the Product is owned by the Company. During the term and for twelve (12) months thereafter, TechForce may not license the jointly developed intellectual property to third parties for use in pharmaceutical or biopharmaceutical manufacturing. Each party’s cumulative liability is capped at the greater of $1,000,000 or the trailing twelve (12) month payments by the other party, subject to customary exceptions.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

Each party funds development under written payment schedules or statements of work to be agreed, with milestone payments due within thirty (30) days of verified achievement of each defined milestone. Revenue sharing, royalty and profit sharing terms will be set in a separate Commercialization and Licensing Agreement (the “CLA”) to be executed before the first commercial sale, and no commercial sales may begin until the CLA is executed. The Agreement has an initial term of one (1) year and renews automatically for successive five (5) year terms unless either party gives sixty (60) days’ notice of non-renewal; either party may terminate for convenience on sixty (60) days’ notice or for uncured material breach on thirty (30) days’ notice.

The Agreement is a collaborative arrangement under ASC 808. As of June 30, 2026, no statement of work or milestone had been agreed and no amounts had been recognized in the consolidated financial statements with respect to the Agreement. The Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2026.

Supply Agreement

On April 11, 2026, TechForce entered into a Supply Agreement (the “Supply Agreement”) with NUWA Robotics Corp. (“NUWA”) and Hon Hai Precision Industry Co., Ltd. (“Hon Hai”), effective March 6, 2026, for the development, manufacture and supply of TechForce’s robotic systems (the “Products”). TechForce defines the commercial requirements and retains ownership of all product specifications, designs and related intellectual property; NUWA provides engineering development and system integration and submits purchase orders to Hon Hai as purchaser; and Hon Hai manufactures, tests and delivers the Products. Quantities, pricing, payment terms and delivery schedules are set in individual purchase orders, with 100% of required payments advanced before Hon Hai begins production, and there are no minimum purchase commitments. Hon Hai warrants the Products for twelve (12) months after delivery. The Supply Agreement has an initial term of two (2) years and renews automatically for successive one (1) year terms unless terminated on three (3) months’ notice.

No purchase orders had been placed and no amounts had been recognized in the consolidated financial statements with respect to the Supply Agreement as of June 30, 2026. The Supply Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2026.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

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

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

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

 Schedule of Operating Lease Assets and Liabilities

The components of lease expense were as follows:

 Schedule of Lease Expense

Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one (1) year at June 30, 2026 are as follows:

Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at June 30:

 Schedule of Future Minimum Lease Payments

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025