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 August 27, 2025, Nightfood Holdings, Inc. ("NGTF" or the "Company"), Victorville Treasure Holdings, LLC, a California limited liability company ("Victorville"), SBZ Investment Industry Inc., a California corporation, Nuo Wei Zhang, Siyuan Li and Jue Wang (each a "Seller" and, collectively the "Sellers"), entered into a share exchange agreement (the "Agreement") whereby the Company will acquire Victorville from the Sellers. Pursuant to the terms of the Agreement, the Company purchased 100% of the issued and outstanding membership interests (the "Membership Interests") of Victorville from the Sellers for a total purchase price of $31,000,000 (the "Purchase Price") The Purchase Price for the Membership Interests was satisfied by the issuance of 216,667 shares of the Company's Series C Convertible Preferred Stock (the "Exchange Shares") of which 15% of the Exchange Shares shall be withheld by the company in escrow for a period of 18 months to satisfy potential indemnification claims arising from the Agreement. 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 41,667 share of Series C Convertible Preferred Stock (the "Earnout Shares"). The milestones required to acquire the Earnout Shares are as follows; (i) completion and buildout of a gym facility; (ii) enrollment of 50 active members to the gym facility; (iii) completion of all other renovations in connection with meeting requirements of potential franchise partners; and (iv) operation of the property under a major franchise brand for a period of at least 30 days. Additionally, the Purchase Price is subject to adjustment in the event that as of the Closing Date, the 30 day Volume Weighted Average Price (VWAP) at closing of the Company's common stock is less than $.02 per share. As a result of the transaction, Victorville became a wholly owned subsidiary of the Company. The transactions contemplated by the Agreement were consummated on August 27, 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.