Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 30, 2025, Nightfood Holdings, Inc. ("NGTF" or the "Company"), Treasure Mountain Holdings, LLC, a California limited liability company d/b/a Hilton Garden Inn ("Treasure Mountain"), SBZ Industry Investment Inc., a California corporation, Xu Shunping, and Xu Lian (each a "Seller" and, collectively the "Sellers"), entered into a share exchange agreement (the "Agreement") whereby the Company will acquire Treasure Mountain from the Sellers. Pursuant to the terms of the Agreement, the Company purchased 100% of the issued and outstanding membership interests (the "Membership Interest") of Treasure Mountain from the Sellers determining Treasure Mountain's enterprise value to be of $52,780,080, based on the outstanding debt of Treasure Mountain, an amount not exceeding $10,500,000, the purchase price was $42,280,080 and a potential earnout of up to an additional $4,800,000 (the "Purchase Price"). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares of the Company's Series C Convertible Preferred Stock (the "Exchange Shares"). Each of the Exchange Shares is convertible into 6,000 shares of the Company's common stock. In addition, subject to certain post-closing milestones, the Sellers can acquire an additional 20,000 shares of Series C Convertible Preferred Stock (the "Earnout Shares"). The milestones required to acquire the Earnout Shares are as follows; (i) the completion and buildout of five new guestrooms; and (ii) receipt of a certificate of occupancy and any other permits or approvals necessary with respect to such five additional guest rooms, on or before December 31, 2027. Additionally, on the Closing Date, the Company's working capital shall be $100,000 in cash. The transactions contemplated by the Agreement were consummated on September 30, 2025 (the "Closing Date").

The Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 2.01 is incorporated herein by reference into this Item 3.02. In connection with the issuance of the Exchange Shares, The Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.