Nightfood Holdings, Inc. to acquire Jun Long Machine Industrial Co., Ltd.

Nightfood Holdings, Inc., which does business as TechForce Robotics, entered into an Asset Purchase Agreement on October 19, 2026 with Jun Long Machine Industrial Co., Ltd., a Taiwanese company limited by shares, and TechForce Advanced Manufacturing Inc. (TAMI), a Nevada corporation and wholly owned Nightfood subsidiary. Nightfood announced the acquisition by press release on October 22, 2026.

Jun Long sold and assigned to Nightfood, free and clear of all liens, its worldwide rights in technology, technical documentation, designs, drawings, know-how and intellectual property. These cover only what was specifically developed for and exclusively used in specified automated optical inspection (AOI) machine models for chip-on-wafer-on-substrate (CoWoS) advanced semiconductor packaging. Jun Long's other wafer sorting machines and related technology, software, firmware and source code not expressly scheduled stay with the seller, as do pre-existing and background technology and anything it develops independently. Nightfood intends to license the purchased assets exclusively to TAMI, which will manufacture and sell equipment incorporating the technology.

Payment is in Series C Convertible Preferred Stock. Nightfood issued 150,000 shares at closing, which the filing describes as "fully earned and not subject to vesting". Up to 50,000 more shares are contingent: 25,000 when cumulative Qualifying Revenue first equals or exceeds $10,000,000, and another 25,000 when it first equals or exceeds $20,000,000. Qualifying Revenue is revenue recognized under U.S. GAAP after closing by TAMI, with attribution also to Nightfood, TAMI and their affiliates, successors and permitted assigns, from commercializing products or technology that incorporate or use the purchased assets.

Nightfood will assess Qualifying Revenue quarterly and must issue any earned contingent shares within ten business days after the end of the quarter in which the threshold is reached. The right to those shares does not expire and does not depend on Jun Long's continued service. After Nightfood's 1 for 150 reverse stock split, effective October 20, 2026, the closing shares are convertible into 6,000,000 shares of common stock and the contingent shares, if fully earned, into 2,000,000 more. Jun Long also agreed to a five-year worldwide non-competition covenant covering the products tied to the purchased assets, and to perpetual restrictions on its use and disclosure of the purchased technology.