NightFood Holdings, Inc. filed a Current Report on Form 8-K dated October 20, 2026, announcing a lockup agreement with two holders of its convertible promissory notes. The company entered into the Global Lockup Agreement with Mast Hill Fund, L.P. and Pacific Pier Capital, LLC, collectively referred to as the Note Holders.
The agreement covers the outstanding convertible promissory notes and all common stock purchase warrants issued to these holders in connection with the notes. Under the terms of the agreement, the Note Holders have agreed not to convert the notes or exercise the warrants from October 20, 2026, through January 17, 2027. This period is defined as the Lock-Up Period.
NightFood states that during the Lock-Up Period, the company may, at its sole discretion and at any time, provide irrevocable written notice to the Note Holders permitting them to voluntarily convert the notes or exercise the warrants. The Note Holders are not required to take any action upon receiving such notice.
The filing includes copies of the full Lock-Up and Standstill Agreements as exhibits 10.1 and 10.2, respectively.
