UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On October 20, 2026 (the “Effective Date”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), entered into a Global Lockup Agreement (the “Lockup Agreement”) with Mast Hill Fund, L.P. (the “Mast Hill”) and, Pacific Pier Capital, LLC (“Pacific Pier”, collectively, Mast Hill, and Pacific Pier the “Note Holders”), each a holder of convertible promissory notes previously issued by the Company (the “Notes”). The Lockup covers the Notes, and all common stock purchase warrants the Company issued to the Note Holders in connection with the Notes (the “Warrants”).
Under the Lockup Agreements, and notwithstanding anything to the contrary in the Notes and Warrants, the Note Holders agreed not to convert any of the Notes or exercise any of the Warrants from October 20, 2026, through January 17, 2027 (the “Lock-Up Period”). During the Lock-Up Period, the Company may, at its sole discretion and at any time, give the Note Holders irrevocable written notice permitting the Note Holder to voluntarily convert the Notes or exercise the Warrants. The Note Holder is not required to make any such conversion or exercise.
The foregoing description of the Lock-Up Agreement is a summary only and is qualified in its entirety by reference to the full text of the Lockup Agreements copies of which are filed as Exhibit 10.1, and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | Lock-Up and Standstill Agreement between the Company and Mast Hill Fund, L.P. dated October 20, 2026 | |
| 10.2 | Lock-Up and Standstill Agreement between the Company and Pacific Pier Capital, LLC dated October 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 21, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |