Note 17 - Subsequent Events

Subsequent to June 30, 2026, the Company had the following transactions:

Convertible Notes Payable

On July 8, 2026 and September 10, 2026, the Company issued convertible notes to an accredited investor with face amounts of $294,118 and $176,471, respectively, for net proceeds of $238,000 and $143,000, respectively. The face amounts include original issue discounts of $44,118 and $26,471, respectively, and the Company paid debt issuance costs of $12,000 and $7,000, respectively. The notes bear interest at 15% per annum, payable in common stock, increasing to 24% on an event of default, and mature July 8, 2027 and September 10, 2027, respectively. The original issue discount on each note increases by 10% of the total outstanding balance on each anniversary of the issuance date until the note is no longer outstanding.

The notes are convertible at the lower of $0.033/share or 80% of the lowest closing price during the ten (10) trading days before conversion. The 80% decreases to 70% if, beginning sixty (60) days after issuance, the Company does not maintain a reserve of three (3) times the shares issuable on full conversion, and to 50% while the common stock is subject to a Depository Trust Company chill. The holder may deduct $1,750 from the amount converted on each conversion to cover its fees, may adopt any more favorable terms the Company grants to another investor while the notes are outstanding, and may not convert to the extent it would own more than 4.99% of the outstanding common stock, which it may increase to 9.99% on sixty-one (61) days’ notice. The Company may prepay each note at 110% of principal and accrued interest during the first one hundred eighty (180) days and at 120% thereafter on seven (7) days’ notice, during which the holder may convert. On a sale of substantially all assets, merger or similar event, the holder may require redemption at 150% of principal plus accrued interest. Events of default include failure to maintain the share reserve, a default on any other note of the Company, delisting and delinquency in periodic filings, and a delisting or loss of a bid price increases the outstanding principal by 50% or 20%, respectively.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

On August 27, 2026, the Company issued an unsecured convertible note with a face amount of $184,706 to the accredited investor that holds Loan #43, for net proceeds of $150,000. The face amount includes an original issue discount of $27,706, and $7,000 of the investor’s legal fees was withheld from the purchase price of $157,000. The note bears interest at 15% per annum, increasing to 16% on amounts not paid when due, and matures August 27, 2027.

The note is convertible at the lower of $0.033/share or 80% of the lowest traded price during the ten (10) trading days before conversion. The 80% decreases to 70% if, beginning thirty (30) days after issuance, the Company does not maintain a reserve of the greater of 10,000,000 shares or four (4) times the shares issuable on full conversion. At the holder’s option, the conversion price is reduced to the effective price of any later issuance of common stock or common stock equivalents below the conversion price. The holder may deduct $1,750 from the amount converted on each conversion to cover its fees, may adopt any more favorable terms the Company grants in a later financing and may not convert to the extent it would own more than 4.99% of the outstanding common stock. The Company may prepay the note during the first six (6) months at 110% of principal and accrued interest plus $750, and the holder may require the Company to apply up to 25% of cash received from any source, including sales under an equity line, to repayment. Events of default include failure to maintain the share reserve, a default declared under other indebtedness, a variable rate transaction, a market capitalization below $10,000,000 and failure to list the common stock on The Nasdaq Stock Market or NYSE American within six (6) months after issuance. On an event of default, the note becomes due at 150% of principal and accrued interest.

Because the conversion price of each of these notes contains a variable component that can result in settlement in a variable number of shares, the embedded conversion features will be bifurcated from the host instruments and recorded as derivative liabilities at fair value on issuance, consistent with the notes described in Notes 5 and 11.

The senior secured convertible note issued on October 8, 2025 (Loan #39), with a face amount of $2,270,000, matured on October 8, 2026 and was not repaid. The note is in default and bears interest at the default rate of 24% per annum from the maturity date. The note is included in convertible notes payable - net, current, at June 30, 2026.

Common Stock Issued upon Conversion of Convertible Notes Payable

On July 1, 2026 and July 24, 2026, the Company issued 5,151,585 and 10,000,000 shares of common stock, respectively, to a material lender on conversion of $170,002 and $330,000, respectively, of principal, accrued interest and fees on Loans #1 and #2 at the fixed contractual conversion price of $0.033/share. The conversions settled principal of $415,086, accrued interest of $81,416 and fees of $3,500. Loan #1 was fully settled on conversion, and principal of $363,758 remained outstanding on Loan #2. No gain or loss will be recognized on the conversions.

Conversion of Series C Convertible Preferred Stock

On August 12, 2026, a holder converted 2,263 shares of Series C Convertible Preferred Stock, being the shares not subject to the lock-up described in Note 8, into 13,578,000 shares of common stock at the 6,000:1 conversion ratio. The conversion was recorded at carrying value with no gain or loss.

Common Stock Issued for Cash - Private Placement

On July 5, 2026, the Company sold 10,000,000 shares of common stock to three (3) accredited investors for cash proceeds of $500,000 ($0.05/share) in a private placement. The 10,000,000 shares had not been issued by the transfer agent as of the date of these consolidated financial statements and are not included in the shares outstanding reported on the cover page of this report.

Common Stock Issued for Cash - Equity Purchase Agreement

From July 2, 2026 to September 28, 2026, the Company sold an aggregate of 2,981,972 shares of common stock to a material lender in seven (7) sales under the Equity Purchase Agreement described in Note 8 for gross proceeds of $83,542 ($0.019/share to $0.034/share). The Company also paid $9,512 in commissions, resulting in net proceeds of $74,030.

Common Stock Issued for Services

On August 5, 2026, the Company agreed to issue 5,000,000 shares of common stock to a consultant for services under an agreement expiring February 8, 2027, which had not been issued by the transfer agent as of the date of these consolidated financial statements, having a fair value of $113,500 ($0.0227/share), based upon the quoted closing trading price. The fair value will be recognized as expense over the term of the agreement.

On August 18, 2026, the Company issued 3,325,601 shares of common stock to an entity affiliated with a former director as equity earned for service on the Board of Directors, having a fair value of $85,135 ($0.0256/share), based upon the quoted closing trading price. The former director resigned from the Board of Directors on August 7, 2026 and is a related party.

Stock Options

On August 7, 2026, the Company granted nonstatutory stock options to purchase 1,000,000 shares of common stock to each of two (2) independent directors appointed to the Board of Directors on that date. The options were granted as standalone awards under individual option agreements approved by the Board of Directors and not under an equity incentive plan. Each option has an exercise price of $0.033/share, vests 25% on each of November 7, 2026, February 7, 2027, May 7, 2027 and August 7, 2027, and expires August 7, 2031.

The aggregate grant date fair value of the options was $47,300, or $0.02365/option, determined using a Black-Scholes option pricing model with the following assumptions, the expected term being based on the simplified method. The grant date fair value will be recognized as compensation expense over the vesting period.

 Schedule of grant date fair value

Reverse Stock Split (Not Yet Effective)

On July 22, 2026, the Board of Directors and the holder of the Company’s Series A Super Voting Preferred Stock, representing a majority of the voting power of the Company’s capital stock, authorized the Board of Directors to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-150 to 1-for-250, to be determined by the Board of Directors based on market conditions and the trading price of the common stock, at any time before July 21, 2027, in connection with a potential listing on a national securities exchange. The Company filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission on August 12, 2026 and first mailed it on that date to stockholders of record as of July 22, 2026. On September 9, 2026, the Board of Directors determined the ratio to be 1-for-150 and authorized the filing of a Certificate of Change with the Secretary of State of the State of Nevada.

The reverse stock split becomes effective on the filing of the Certificate of Change with the Secretary of State of the State of Nevada, which may not occur earlier than the twentieth (20th) calendar day after the information statement was first mailed, and on the completion by the Financial Industry Regulatory Authority (“FINRA”) of its processing of the corporate action. The Board of Directors may abandon the reverse stock split, or determine a different ratio within the authorized range, at any time before it becomes effective. As of the date these consolidated financial statements were issued, the reverse stock split had not yet been declared effective.

The reverse stock split is a nonrecognized subsequent event, and the share and per-share amounts in the accompanying consolidated financial statements and notes have not been retroactively adjusted.

On effectiveness at a ratio of 1-for-150, every one hundred fifty (150) shares of issued and outstanding common stock will be combined into one (1) share, with fractional shares rounded up to the next whole share at the participant level.

The number of authorized shares of common stock will remain 900,000,000 and the par value will remain $0.001 per share. Stated capital will be reduced proportionately and additional paid-in capital credited by the same amount, with no effect on total stockholders’ equity. The conversion ratios, conversion prices and exercise prices of the outstanding convertible preferred stock, convertible notes payable, warrants and stock options will be proportionately adjusted, with fractional shares issuable on conversion or exercise rounded up to the next whole share.

Formation of TechForce Advanced Manufacturing, Inc.

On September 17, 2026, the Company formed TechForce Advanced Manufacturing, Inc., a Nevada corporation intended to be owned 51% by the Company and 49% by JUN LONG MACHINE INDUSTRIAL CO., LTD., to pursue an advanced manufacturing partnership producing automated wafer sorter and automated optical inspection systems for the semiconductor industry. Definitive agreements had not been executed as of the date these consolidated financial statements were issued, no capital had been contributed and no purchase orders had been assigned to the entity. No amounts have been recognized in the consolidated financial statements in respect of the arrangement.