Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2025, 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 $425,000.00 (the "Note"), at an original issue discount of ten percent (10%), resulting in net proceeds to the Company of $382,500.00, 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., and the Investor, as amended (the "Security Agreement"), that certain Pledge Agreement, dated June 1, 2023, by and between the Company, Mr. Lei Sonny Wang, 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., and the Investor, as amended (the "Guarantee") to, respectively, incorporate the Note under the Security Agreement, Pledge Agreement and Guarantee.

The Note matures twenty-four (24) 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 occurrence of an Event of Default (as defined in the Note) into shares of the Company's common stock, par value $0.001 per share, at a conversion price of $0.033 per share, 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.