NightFood Holdings, Inc. (OTC:NGTF) entered into an Equity Purchase Agreement with Mast Hill Fund, L.P. on October 8, 2025, agreeing to sell up to $25 million in newly issued common stock through a private placement.
The agreement enables NightFood Holdings to issue and sell common stock from time to time, with net proceeds designated for working capital and general corporate purposes. The price per share will be based on the applicable Initial Purchase Price. In connection with the agreement, the company issued a warrant to Mast Hill Fund to purchase 6,000,000 shares of common stock at an exercise price of $0.10, which became exercisable on its issuance date and expires in five years. NightFood Holdings committed not to enter into certain variable rate transactions or equity lines of credit for 18 months or until the agreement's termination, without the investor's prior written consent. The company also agreed to offer Mast Hill Fund at least 20% of the securities in any subsequent placement. NightFood Holdings may terminate the Purchase Agreement at any time, with exceptions for valuation periods or when the investor holds put shares. The common stock and the underlying warrant shares were offered and will be issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933.
Concurrently, the parties executed a Registration Rights Agreement, requiring NightFood Holdings to file a Form S-1 registration statement with the SEC within 60 days to register the maximum number of registrable securities and use commercially reasonable efforts to make it effective within 90 days of filing.
