Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On July 22, 2024, Nightfood Holdings, Inc. (the "Company") and Fourth Man, LLC ("Noteholder") entered into a letter agreement to amend that certain promissory note in the principal amount of $65,000 issued on June 29, 2023, as amended February 1, 2024 ("Note") and that certain promissory note in the principal amount of $60,000 issued on August 28, 2023, as amended February 1, 2024 ("Subsequent Note", together with the Note, the "Notes") issued by the Company to the Noteholder, effective as of July 23, 2024.

During the period beginning on July 23, 2024, and continuing through the new maturity date of January 23, 2025, the amendment removed the right to the adjustment to the conversion price of the Notes to the price per share specified in Section 3.21 of the Notes. In exchange for the amendments under the letter agreement, the Company agreed to increase the total outstanding principal and accrued interest of the Notes and to issue 1,667 shares of Series D Preferred Stock of the Company to the Noteholder.

The forgoing is a brief description of the letter agreement and is qualified in its entirety by reference to the full text of the letter agreement.