NightFood Holdings, Inc. 8-K

What Happened

• NightFood Holdings, Inc. (through its subsidiary TechForce Robotics, Inc.) announced on February 17, 2026 that it acquired the Beer Bot and evolved BIM-E autonomous beverage robotics platform intellectual property from Christopher Erpelding. The purchase price was 7,000,000 restricted shares of NightFood common stock.
• TechForce also entered an employment agreement with Mr. Erpelding: he will serve as Chief Mechatronics Architect with a $100,000 annual salary and may receive performance-based equity awards and other incentives. The company filed the asset purchase, IP assignment, and employment agreements as exhibits to the Form 8-K.

Key Details

• Acquisition price: 7,000,000 restricted shares of NightFood common stock (closed February 17, 2026).
• Employment terms: $100,000 annual salary; eligible for discretionary bonuses and incentive programs.
• Performance awards: For each $5 million of trailing twelve‑month (TTM) revenue achieved, Mr. Erpelding can receive warrants to buy 10,000,000 shares at $0.04 each; at $10M TTM he would get 20,000,000 warrants; the program caps at $50M TTM and 100,000,000 warrants.
• IP ownership: An Intellectual Property Assignment Confirmation and a “work made for hire” clause ensure TechForce owns the purchased IP and future Work Product by the employee. A press release announcing the transaction was furnished on February 19, 2026 (Exhibit 99.1).

Why It Matters

• This transaction brings a ready-made autonomous beverage robotics platform and related patents/software into NightFood’s TechForce unit and secures the platform’s primary developer as an employee—potentially accelerating product development and commercialization.
• Financial impact: NightFood issued 7,000,000 restricted shares immediately and agreed to potential future equity dilution via up to 100,000,000 warrants exercisable at $0.04 if revenue milestones are met. Investors should note both the immediate share issuance and the sizeable potential warrant overhang when assessing shareholder dilution and capitalization.
• Corporate control of IP and future work is formalized by the assignment and work-for-hire provisions, which helps protect the company’s ownership of the acquired technology.