{"url_path":"/sec/ngtf/8-k/2026-06-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1593001/0001493152-26-028225-index.html","accession_number":"0001493152-26-028225","cik":"0001593001","ticker":"NGTF","issuer_name":"NightFood Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1593001/0001493152-26-028225-index.html","primary_entity_key":"0001593001","primary_entity_name":"NightFood Holdings, Inc."},"word_count":718,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into Material Definitive Agreement.**\n\n \n\nOn\nJune 9, 2026, TechForce Robotics, Inc. (“TechForce”), a wholly-owned subsidiary of Nightfood Holdings, Inc. (the “Company”),\nentered into a Supply Agreement (the “Agreement”) with Jiun Jiang Enterprise Co., Ltd. (the “Supplier”).\nThe Agreement provides for a strategic manufacturing and technology development framework between the TechForce and the Supplier. Pursuant\nto the Agreement, TechForce will define the commercial requirements of the robotic systems (“Product”) to the Supplier and\nplace purchase orders for manufacturing the Product. The Supplier will subsequently provide high-precision manufacturing capabilities,\nengineering and technical support, semiconductor-industry manufacturing expertise, process engineering assistance, and will manufacture,\nassemble, and test the Products in accordance with the approved specifications and quality standards.\n\n \n\nThe\nSupplier will manufacture, test, pack and deliver the Product in accordance with the approved specifications and quality standards provided\nby TechForce. The title to the finished Product and all related intellectual property (except with respect to pre-existing intellectual\nproperty owned by the Supplier), will be owned exclusively by TechForce. The Parties have agreed to cooperate in good faith to support\nproduct development, production planning and commercialization of the robotic systems.\n\n \n\nAdditionally,\neach party will retain all rights, title and interest to its Pre-existing IPRs (as defined in the Agreement) and acquire no rights to\nthe other party’s Pre-Existing IPRs other than the limited rights specifically granted under the Agreement. TechForce has granted\nthe Supplier a worldwide, non-exclusive, non-transferable, and fully paid-up license under the Purchaser and its Affiliates Pre-Existing\nIPR and Newly Developed IPR, and their IPR relating to logo, trade name, design or trademark identified by TechForce to be attached to\nor affixed on the Product or relevant manual, that are necessary for the design and manufacturing of the Product, solely to perform Supplier’s\nobligations under the Agreement. Supplier has granted to TechForce, its Affiliates, and and their respective customers, distributors,\nretailers and end users a worldwide, non-exclusive, irrevocable, perpetual, and fully paid-up license under Suppliers’ IPR, including\nwithout limitations to its Pre-Existing IPR, solely pertaining to the distribution, sale and normal agreed commercial use (including\nrepair) of the Product which Supplier has manufactured and sold to Purchaser.\n\n \n\nSupplier\nwill not use, disclose, reproduce, reverse engineer, modify, adapt, sublicense, or otherwise exploit any of TechForce’s’\nIntellectual Property, Confidential Information, or any technology, know-how provided by the TechForce, for any purpose other than fulfilling\nits obligations to TechForce under this Agreement.\n\n \n\nThe\nAgreement will be in effect for an initial term of three years and will automatically renew for successive one-year terms unless terminated\nin accordance with the terms of the Agreement.\n\n \n\nThe\nAgreement contains customary representations, warranties by the Parties, customary conditions to closing, indemnification obligations\nof the Parties, other obligations of the Parties and termination provisions. The representations, warranties and covenants contained\nin the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the Parties to\nthe Agreement, and may be subject to limitations agreed upon by the contracting Parties, including being qualified by confidential disclosures\nexchanged between the Parties in connection with the execution of the Agreement.\n\n \n\nCapitalized\nterms used but not otherwise defined in Item 1.01 of this Form 8-K have the respective meanings ascribed thereto by the Supply Agreement.\n\n \n\nThe\nAgreement is being filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith\nas Exhibits 10.1.\n\n \n\n**7.01\nRegulation FD Disclosure.**\n\n \n\nOn\nJune 11, 2026, the Company issued a press release announcing the execution of the Supply Agreement.\n\n \n\nA\ncopy of the press release is furnished herewith as Exhibit 99.1.\n\n \n\nThe\ninformation in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for\npurposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the\nliabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated\nby reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by\nspecific reference in such filing."}