On March 19, 2026, Nightfood Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with Mast Hill Fund, L.P. (the "Investor"). Under this agreement, the Company issued a senior secured promissory note totaling $1,176,470.58, which includes a 15% original issue discount, resulting in net proceeds of $1,000,000. The funds raised will be utilized for compliance expenses, merger activities, and ongoing acquisition efforts. The note matures in twelve months and carries an interest rate of 15% per annum, with provisions for conversion into shares of the Company's common stock at a price of $0.033 per share or the market price, whichever is lower. This financing arrangement is expected to provide the Company with necessary liquidity to support its operational and strategic initiatives. The Company has also amended existing security and pledge agreements to incorporate the new note, ensuring that the Investor's interests are adequately secured. This move is seen as a strategic step to bolster the Company's financial position and facilitate its growth plans in the competitive market of nighttime snacks.

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