UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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EXPLANATORY NOTE
The Amendment modifies certain terms of the original Share Exchange Agreement, as described in the Original 8-K. These modifications update the methodology for calculating the number of shares to be issued, while the purchase price remains unchanged. No other changes have been made to the disclosures in the Original 8-K, which continue to be accurate as of the date of its filing.
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Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2024, the Company, Future Hospitality Ventures Holdings, Inc., SWC Group, Inc., and Sugarmade, Inc. entered into the Amendment, which modifies certain terms of the Share Exchange Agreement dated September 4, 2024 (the “Agreement”), previously disclosed in the Original 8-K.
The Amendment modifies the method for calculating the number of shares to be issued under the Agreement. Under the revised terms, the share issuance will be determined based on the 90-day Volume Weighted Average Price (VWAP) of the Company’s common stock as of December 4, 2024.
Except as expressly amended, all other terms and conditions of the Agreement remain unchanged and in full force and effect. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | First Amendment to the Share Exchange Agreement dated December 10, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nightfood Holdings Inc. | ||
| By: | /s/ Lei Sonny Wang | |
| Name: | Lei Sonny Wang | |
| Title: | Chief Executive Officer | |
Date: December 19, 2024
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