Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 19, 2026, Nightfood Holdings, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "SPA") with Mast Hill Fund, L.P. (the "Investor"), pursuant to which the Company issued a senior secured promissory note in the aggregate principal amount of $1,176,470.58 (the "Note"), at an original issue discount of fifteen percent (15%), resulting in net proceeds to the Company of $1,000,000, with certain amounts withheld for transaction-related expenses.

In connection with the SPA, the Company also entered into amendments to that certain Security Agreement, dated June 1, 2023, by and between the Company, Nightfood, Inc., MJ Munchies, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc., TechForce Robotics, Inc., Victorville Treasure Holdings, LLC, Treasure Mountain Holdings, LLC, and the Investor, as amended (the "Security Agreement"), that certain Pledge Agreement, dated June 1, 2023, by and between the Company, Mr. Jimmy Chan, and the Investor, as amended (the "Pledge Agreement"), and that certain Guarantee, dated June 1, 2023, by and between Nightfood, Inc., MJ Munchies, Inc., the Company, Future Hospitality Ventures Holdings Inc., SWC Group, Inc., TechForce Robotics, Inc., Victorville Treasure Holdings, LLC, Treasure Mountain Holdings, LLC, and the Investor, as amended (the "Guarantee") to, respectively, incorporate the Note under the Security Agreement, Pledge Agreement and Guarantee.

The Note matures twelve (12) months from the issue date and bears interest at a rate of fifteen (15%) per annum, with additional interest provisions. The Note is convertible at any time on or after the Issue Date (as defined in the Note) into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a conversion price equal to the lesser of (i) of $0.033 per share or (ii) the Market Price (as defined in the Note), subject to adjustments for stock splits, dividends, and similar corporate actions.

The SPA, Note, and the amendments to the Security Agreement, Pledge Agreement, and Guarantee are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed herewith as Exhibits 10.1 through 10.5.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Form 8-K relating to the issuance of the Note pursuant to the SPA, is incorporated by reference herein in its entirety.

The securities issued pursuant to the SPA were sold pursuant to an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company that it is an accredited investor and has purchased the securities as an investment in a private placement that did not involve a general solicitation. The Common Stock to be issued upon conversion of the Note have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

This Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.