NightFood Holdings: acquires AOI technology for CoWoS packaging

What happened

• NightFood Holdings, Inc. reported that on Oct 19, 2026 it entered into an Asset Purchase Agreement with Jun Long Machine Industrial Co., Ltd. and its subsidiary TechForce Advanced Manufacturing Inc. The filing says the Seller sold and assigned to the Company its worldwide right, title and interest in technology, designs, drawings, know-how and intellectual property developed for specified automated optical inspection (“AOI”) machine models for chip-on-wafer-on-substrate (“CoWoS”) advanced semiconductor packaging (the “Purchased Assets”). The Company intends to license the Purchased Assets exclusively to TechForce Advanced Manufacturing Inc.

Key details

• The Company issued at closing 150,000 shares of Series C Convertible Preferred Stock to the Seller and agreed to issue up to 50,000 additional shares of Series C Preferred Stock as contingent consideration.
• Contingent consideration: 25,000 shares when cumulative Qualifying Revenue first equals or exceeds $10,000,000 and an additional 25,000 shares when cumulative Qualifying Revenue first equals or exceeds $20,000,000.
• “Qualifying Revenue” is revenue recognized after closing under U.S. GAAP by TechForce Advanced Manufacturing Inc. from commercialization of products or technology incorporating the Purchased Assets. The Company will assess Qualifying Revenue quarterly and issue earned contingent shares within ten business days after the quarter end.
• After giving effect to the Company’s 1 for 150 reverse stock split effective Oct 20, 2026, the Closing Shares are convertible into an aggregate of 6,000,000 shares of common stock and the Contingent Shares, if fully earned, into an additional 2,000,000 shares of common stock.
• The Asset Purchase Agreement includes a five-year worldwide non-competition covenant by the Seller for the products covered by the Purchased Assets, perpetual restrictions on the Seller’s use and disclosure of the purchased technology, confidentiality and further-assurance obligations, and customary indemnification provisions.
• The filing also reports the issuance of the Series C Preferred Stock as an unregistered sale of equity securities (Item 3.02) and discloses a press release dated Oct 22, 2026 as Regulation FD disclosure (Item 7.01; Exhibit 99.1).

Why it may matter

• Item 2.01 reports the completion of an acquisition of assets (the Purchased Assets) under an Asset Purchase Agreement. Item 3.02 reports the unregistered sale of Series C Convertible Preferred Stock to the Seller. Item 7.01 reports a press release announcing the acquisition.
• The filing does not show why the insider traded or why the company acted.