NightFood Holdings, Inc.: enters lock-up agreement with note holders

What happened NightFood Holdings, Inc. filed an 8-K reporting that on Oct 20, 2026 it entered into a Global Lockup Agreement (the “Lockup Agreement”) with Mast Hill Fund, L.P. and Pacific Pier Capital, LLC, each a holder of convertible promissory notes previously issued by the Company. The Lockup covers the Notes and all common stock purchase warrants the Company issued to the Note Holders in connection with the Notes. The Note Holders agreed not to convert any of the Notes or exercise any of the Warrants from Oct 20, 2026 through Jan 17, 2027.

Key details

• Parties: Mast Hill Fund, L.P. and Pacific Pier Capital, LLC, each a holder of convertible promissory notes previously issued by the Company.
• Scope: the Lockup covers the Notes and the common stock purchase warrants issued in connection with the Notes.
• Lock-Up Period: Oct 20, 2026 through Jan 17, 2027.
• Company option: during the Lock-Up Period the Company may, at its sole discretion and at any time, give the Note Holders irrevocable written notice permitting voluntary conversion of the Notes or exercise of the Warrants; the Note Holder is not required to convert or exercise.

Why it may matter This Item 8.01 filing reports other events and covers agreements that restrict conversion of convertible notes and exercise of related warrants for the stated Lock-Up Period. This filing does not show why the insider traded or why the company acted.