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125,000 views in past 4 days......
Best Sleep Ever
Looking like a 300% increase in NGTF Orders in past 60 days.......
So I have a monthly subscription of these yummy sleep-friendly cookies because they taste great and do not ruin my sleep.
But I also have this order to try and get an "inside read" on the sales (order) velocity.
Let me explain;
1.Each order has an associated number - which I appreciate tells us NOTHING about the dollar amount of each order.
2. Using order numbers you can see sales (order) velocity March SH-13852 up to April 17th SH-13968 suggests at least 116 orders
3. February SH-13816 up to March SH-13852 suggests about 36 orders.
Big question now is what will my May order number be?
I would love my next order number to be SH-14250!!!
$NGTF Cookie Production moving forward.........
After recent communication with the $NGTF's Sean Folkson it was confirmed that the current expiration of the cookies is 12 months - placing my most recent delivery with a production date of 01/26/24 (see image below).
Folkson also commented that "we're looking to knock that down" (the expiration term)..... which IMO would suggest confidence in the future sales velocity.
I may need to consider expanding my position in $NGTF if the financials start to reflect sales growth......which at the moment......are arguably rather stale.
"now that we are underway....."
Sean Folkson confirmed today on the company's social media page that the DTC marketing has begun.
"The reason to focus on TikTok is the opportunity for virality and the big investment TikTok is making in TikTok shop.
Influencers can be had for nothing more than a free sample.
TikTok has tools to manage the whole process in one place.
And somebody with just a few thousand followers can drive big sales for products that have high consumer interest/curiosity"
"I expect this to scale pretty rapidly now that we're underway...and we're even going to test adding ice cream to the mix (since we know how people flip out when they hear about sleep-friendly ice cream) of course, other than the cost of fulfilling the samples, the influencers (and TikTok) get paid $0 unless sales are generated."
"And any one of these people can post a video that gets tens of thousands, hundreds of thousands, or millions of views"
"I expect this to work, but who knows..."
IMO we will all know in the next 4-6 months........NGTF needs some serious sales NOW.
Lift Off............You are one smart cookie!!
Just received my first email from Nightfood.
I suspect is the start of a fairly aggressive DTC marketing campaign for their cookies.
Hi Kiwikid
What you eat before bed matters…
We know you know this...And at Nightfood, helping people snack better at night is our entire reason for being.
So we pay super-close attention to the link between nutrition and sleep.
We know some people may not want to get bogged down in scientific research and studies and all that stuff…you just want to know your nighttime snacking is solved forever and you're now good to go.
But if you do want to keep up with the latest research on the link between nutrition and sleep (and other helpful and interesting sleep info) , just click here and we’ll add you to our “news and research” list.
Whatever you decide, your nighttime snacking is in good hands with your Nightfood subscribe & save plan…we’re always looking out for you as we develop new flavors and products with our team of sleep and nutrition experts!
Thanks!
The Nightfood Team
--
Mast Hill lends $NGTF more than $250,000...
Per 8-K released today..
Mast Hill Loan
On March 15, 2024, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated
as of March 12, 2024 (the “Effective Date”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount of $336,000.00
(actual amount of purchase price of $285,600 plus an original issue discount (“OID”) in the amount of $50,400).
The use of proceeds from the sale of the Mast Hill Note is strictly for business development and expenses related to compliance and merger and ongoing acquisition activity, and not for any other purpose.
Updated Nightfood Website almost complete?
IMO we are days away from an aggressive DTC marketing effort....
These are the updated images of the cookies (in my order of favorite flavors).
My monthly subscription with the 15% discount is in place.
Date Night Cherry Oat
Prime-Time Chocolate Chip
Snoozerdoodle
$NGTC DTC Marketing?
I suspect that that "kinks have been worked out "with the new website and mail ordering system?
Looking forward to the upcoming marketing spend to drive customers to the website.
From where I am sitting the next 4-6 months is "do or die:" for the Sleep-Friendly category.
Let's go Folkson!!!
First new cookie run took place Monday 01/29/2024
$NGTF Companies Social Media site comments from the CEO on Wednesday evening;
"No cookie production today"
"First run happened Monday"
"They'll be making some more next week"
"orders placed should be shipped tomorrow or Friday"
New production is IMO an extremely positive sign that all is not lost here at $NGTF.
Big question is can Sean manage to achieve some solid sales with DTC?.
$NGTF - New Cookies - DTC - TODAY
First production run of the NEW Nightfood Cookies in three flavors is scheduled for TODAY!
Will DTC prove to be answer for Sleep-Friendly snacking?
My order is placed and I am looking forward to feeding the Crave Monster.
8-K Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
8-K
January 29, 2024 - Letter to Shareholders.
Letter to Shareholders
January 29, 2024
Valued Shareholders,
In my November Letter to Shareholders, I shared the exciting news that Nightfood Holdings was initiating a multi-stage acquisition strategy with the goal of uplisting to
NASDAQ. I expressed my enthusiasm that these acquisitions and an uplist would greatly increase shareholder value, while also providing a powerful platform from which to
grow the Nightfood brand and pioneer the sleep-friendly snack category, unlocking massive potential.
I’m happy to share that the first major step has been completed. As disclosed in our 8K filing on Friday, January 26, 2024, the share exchange agreement has been signed and
we’re now in the closing phase with the first company in our acquisition pipeline, Future Hospitality Ventures Holdings, Inc. (“Future Hospitality”).
Future Hospitality is a new and well-positioned entrant in an explosive space: Robots-as-a-Service (RaaS). The up-and-coming global service robots market is projected to
exceed $170 billion by 2030.
Under the leadership of Mr. Sonny Wang as CEO, Future Hospitality has successfully secured valuable distribution agreements with industry-leading manufacturers United
Robotics Group and Botin Innovation and has distribution agreements with at least one other global manufacturer expected to be signed this quarter.
We’re excited about the tremendous potential of Future Hospitality. The opportunity we expect to unfold in the next twenty-four months in the California market is massive.
California is one of the largest economies in the world, boasting over 19,000 hotels, over 83,000 restaurants and over 1,200 senior care facilities.
What makes this such a compelling opportunity at this precise moment in time are the recent shifts in California’s labor laws, coupled with the persistent challenges of labor
shortages and the high turnover rates that have forever burdened the foodservice and hospitality industry. These new laws, some of which took effect on January 1, and others
which will go into effect on April 1 increasing minimum wage for fast food workers to $20 per hour, are now fueling an economic revolution.
These significant increases in minimum wage and other mandatory benefits for workers are rendering labor costs untenable. Hospitality operators must now solve for their high
labor costs or find themselves unable to compete.
Future Hospitality’s foresight positions us at the front lines of an industry metamorphosis. Service robots are no longer a novelty…they’re a necessity.
Industry experts and analysts have identified California as the epicenter of the American robotics revolution starting here in 2024. But for Future Hospitality, California is just
the starting point.
The potential for growth across the United States is immense. With invaluable industry connections, visionary leadership, and the resources that come with being a NASDAQ
listed company, we believe the RaaS landscape will be ripe with opportunities for organic growth and strategic and accretive mergers and acquisitions. The goal of Future
Hospitality is to leverage these valuable competitive advantages to revolutionize the RaaS (Robotics as a Service) sector, delivering unparalleled customer experiences and
driving industry innovation, while strategically expanding our market footprint, revenues, and profits to maximize shareholder value in this high-margin industry.
The foundational work has begun for our next two acquisition targets, both of which also focus on the hospitality and foodservice industry. Having Mr. Wang on our team is
instrumental to securing those acquisitions and generating what we believe can be powerful synergies among the three companies being acquired and Nightfood, Inc.
We expect the next two acquisitions to consummate in the current quarter. These companies, upon successful acquisition, would bring millions of dollars in assets and
synergistic revenue under the Nightfood Holdings umbrella.
As part of the acquisition and uplist initiative, and subject to the closing conditions being met, Mr. Wang will be assuming the role of CEO of Nightfood Holdings, Inc. Under
his leadership, we will work together to grow all of the companies under the Nightfood Holdings umbrella for the benefit of our shareholders. Also, upon a successful closing,
Mr. Wang will be joining the Nightfood Holdings Board of Directors.
In my continuing role as president of Nightfood, Inc., I will be free to fully focus on the growth of the Nightfood snack brand and its mission of pioneering the sleep-friendly
nighttime snack category, and capitalizing on the significant global opportunity it represents.
Our financing partners remain extremely supportive throughout this process as evidenced by their flexibility with the terms of our pre-existing debt. They also continue to
provide the necessary new capital to cover legal and accounting costs associated with these all-stock acquisitions. And, as we prepare for our application to NASDAQ, they are
providing operating and growth capital for our subsidiaries.
2
The first production run of Nightfood cookies in three flavors is scheduled for this Wednesday, January 31, 2024. The web development team is hard at work getting the new
Nightfood website ready for launch, but the existing site is ready to take orders. Marketing and promotional activities will begin when the new site is ready, anticipated to be in
the next seven to fourteen days.
The R&D work with our new contract manufacturer has yielded exceptional results, and I think consumers will love each of the three delicious and sleep-friendly flavors we’re
launching: Prime-Time Chocolate Chip, Date Night Cherry Oat, and Snoozerdoodle. We’ve begun discussing future flavor options and intend to gather feedback from our early
customers to help us optimize the product line as we look to the future and expansion beyond our initial three flavors.
I believe investors can look forward to many exciting updates now that these foundational steps have been completed and am excited about the journey we’re on together.
Sincerely,
Sean Folkson
Nightfood Founder & CEO
sean@nightfood.com
This letter may contain forward-looking statements. Words such as “will,” “may,” “would,” “could,” “shall,” ’‘expects,’’ ’‘anticipates,’’ ’‘approximates,’’ ’‘believes,’’
’‘estimates,’’ ’‘intends’’ and ’‘hopes’’ and variations of such words and similar expressions are intended to identify such forward-looking statements. We have based these
statements on our current expectations and projections about future events. These forward-looking statements are not guarantees of future performance and are subject to risks
and uncertainties that could cause actual results to differ materially from those projected in these statements. Such forward-looking statements involve risk and uncertainties,
including, but not limited to, the acceptance of our products by retailers and end-users, commercialization risks, availability of financing and results of financing efforts, and
general economic conditions. Further information regarding these and other risks, as well as other information about the Company, is described from time to time in the
Company’s filings with the SEC, which can be accessed at www.sec.gov.
This letter should be read in conjunction with the Company’s annual, quarterly and other reports and schedules filed with the Securities and Exchang
Mast Hill Loan
Mast Hill Loan
Who to Attack now?
I see a serious dilemma unfolding for some of the individuals on this board.
Who do you attack now?
Do you continue to attack Sean Folkson who after 10 years (and a fatal gut punch from GHC#1) has been forced to hand over the controls?
Or do you start to attack the "new kid on the block" who you know really very little about?
$NGTF as a company has once again been forced to pivot.... this time DTC.
Not sure what the future holds....but it appears Mr Folkson's had few options at this point and keeps the potential for a Night-Time Snacking category alive.
Stay tuned bitches.
Lei Sonny Wang will be new director and Chief Executive Officer of NGTF
Item 1.01 Entry Into A Material Agreement.
On January 22, 2024, Nightfood Holdings, Inc. (“NGTF”), Future Hospitality Ventures Holdings Inc., a Nevada corporation, and its subsidiaries (“FHVH”), Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF (the “NGTF Series A Shareholder”) and Lei Sonny Wang, the sole shareholder of FHVH (the “FHVH Shareholder”) entered into a share exchange agreement (the “Exchange Agreement”) whereby NGTF has agreed to acquire FHVH through a share exchange (the “Exchange”) whereby FHVH will become a wholly-owned subsidiary of NGTF. NGTF’s Board of Directors (the “Board”) unanimously determined that the transactions contemplated by the Exchange Agreement, including the Exchange, are in the best interests of the Company and its stockholders, and approved the Exchange Agreement and the transactions contemplated by the Exchange Agreement.
The Exchange Agreement was also approved by the affirmative vote of NGTF’s majority stockholder entitling it to a majority of the voting power.
Pursuant to the Exchange Agreement, the FHVH Shareholder will exchange all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the “FHVH Common Stock”) owned by him to NGTF for: (i) all 1,000 issued and outstanding shares of NGTF’s Series Super Voting A Preferred Stock held by the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTF’s Series C Convertible Preferred Stock, each of which shall convert into 6,000 shares of common stock at $0.025 per share (the “Series C Preferred Stock”, and together with the Series A Super Voting Preferred Stock, the “NGTF Exchange Shares”). The closing of the transactions will take place as soon as practicable after the satisfaction of the conditions set forth in the Exchange Agreement, unless the Exchange Agreement is terminated or the conditions are waived, but no later than thirty (30) calendar days after the execution of the Exchange Agreement (the “Closing”).
The Exchange Agreement is subject to certain closing conditions and contains customary representations, warranties and covenants. The consummation of the Exchange is conditioned upon, among other things: Sean Folkson resigning as the Chief Executive Officer of NGTF, continuing to serve as the President of Nightfood, Inc. through December 31, 2024, which may be extended, and continuing to serve as a director of NGTF through, at a minimum, the company’s first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur; and the appointment of Lei Sonny Wang as a director and Chief Executive Officer of NGTF.
The foregoing is a brief description of the Exchange Agreement and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K.
$NGTF 8-K
8-K 01/26/2024
#NGTF CEO sounds confident about pending acquisition on company SM page.....
"there are no problems with the M&A, just working through the details and the process"
"info on the M&A will be shared when the time is right, and there's plenty we haven't shared about the DTC also. It's just the case that not everything is both shareable and share-worthy"
"You can look at the track record and reputation of the firms we hired to understand our commitment, along with Mast Hill's, to get this done and get it done properly"
He is of course referencing;
Sichenzia Ross Ference LLP , TAAD, LLP and Fruci & Associates II
SRCF
TAAD
Fruci
Dilution will obviously take place with Sean using the remaining 72,778,699 shares remaining for the acquisition.
Better dilution and DTC than .......Chapter 7.
Company A, B & C blacked out on Page 10 in the recent 8-K.....
c. Use of Proceeds. The Company shall use the proceeds first for the payment of $50,000.00 to Sichenzia Ross Ference LLP for legal services in connection with the acquisition transaction with COMPANY A, second for the payment of $15,000.00 to TAAD, LLP and $27,500.00 to Fruci & Associates II for accounting and audit services in connection with the acquisition transaction with COMPANY B, and third to provide operating capital of $50,000.00 to COMPANY C in advance of the anticipated acquisition transaction with COMPANY C , and not for any other purpose, including but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing operations), (iii) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company, or (iv) in violation or contravention of any applicable law, rule or regulation.
10
10-Q or No 10-Q....this is the question?
Will investors have some end of year reading to do....or will a sense of panic set in for those of us who are starting to get pretty nervous.....that "the fat lady may be clearing her throat?".
Ignored them both some time ago....
Weak people revenge, Strong people forgive, Intelligent people ignore.
Albert Einstein.
Per the CEO on SM site today;
"The cookies are not ready for order and the Ecom team is working on getting apps installed and products configured Shipping will be free with all subscriptions and will be very reasonable with smaller orders. 6 bags should probably be around $7-8 to NY and $6-$7 to Chicago"
NGTF CEO Confirms www.Nightfood.com site rebuild.
Sean confirmed this morning via the NGTF SM site that the company website is being rebuilt "getting ready for launch".
Recent NGTF CEO Post on Companies SM Site;
Sean Folkson, [Nov 30, 2023 at 8:55:07 PM]:
guys, there's plenty in the works.
I see people talking about things as thought Nightfood was dead. We're not. The opportunity remains as big as ever. The primary focus right now is on the acqusitions and DTC launch.
We're hiring specialized agencies because one individual (not me, or Simon, or most others) will have the skills and expertise required. It's the most cost effective way to go, especially considering we had months of gap from the time we were able to commit to the DTC initiative until we can launch. Paying people during that time would get expensive and we are working to preserve capital as we go here
We set out to solve a huge problem. Maybe we got starry-eyed when a Walmart or a global hotel company pitched us to do business with them, told us we had the next big thing, and made promises that weren't kept. So we move forward.
If I could change some things in the past, we would have done some things differently, including launching DTC cookies and other ambient snacks as early as possible after the ice cream launch. (I think Harry pointed that out)
A few of you mentioned how great the ice cream is, and I agree...but that's not enough to win in the supermarket freezers.
Here's a list of companies, big and small, that have had MASSIVE reductions in ice cream distribution in the most recent reports compared to a couple of years ago. Many are out of the ice cream business entirely now. After what happened with Walmart, I think pivoting out of supermarkets for us was the right move. (could be wrong, wouldn't be the first time).
Private label is up 33% from 2021. up huge are B&J, Haagen Dazs, Bryers, Blue Bell, Talenti, Tillamook, Blue Bunny (all 12-25%)
Down huge are
Halo Top
Rebel
Kind
FairLife
CoolHaus
Cheesecake Factory
Arctic Zero
So Delicious
Nada Moo
Peekaboo
Brave Robot
High Road
Ciao Bella
Double Rainbow
Re-Think
Planet Oat
Cado
Beckon
Killer Creamery
Some of these were darlings... SoDelicious is down from $85M in 2020 to $64M this year. Nada Moo went from $15M to $4M in the same time.
Halo Top from $191M to $122M in 3 years. Rebel down from $88M to $64M in same period. Arctic Zero from 6.2M to $3.4M
Cheesecake factory from 8.3M to $400K. Kind from 4.8M to $22,355. so that's 2 huge companies that toally left the space.
Fairlife this past year went from $9M to $2M.
To say that we needed to promote harder and we would have won is not something I agree with.
Many of these brands are owned by billion dollar companies.
To respond to what Daniel said, I do think we've learned a ton from what's gone wrong and what hasn't worked. The key lessons learned relate to messaging, and the avoidance of gatekeepers so that we can democratize who we sell to. the market for whate we're doing is huge but not concentrated. We weren't able to quickly enough build enough geographic demand concentration to support supermarket distribution. We sold well in hotels. Those procurement challenges are well-documented.
I believe our DTC launch will take all those lessons and allow us to succeed.
Does that guarantee we'll get everything correcet immediately out of the gate (or even get it all right at all)? no. Might DTC fail? yes.
But I continue to believe there's a billion dollar category out there. I don't think anybody here disagrees. So I keep working towards that.
Anybody thinking we're going to go under and/or run out of money, of course that's possible. But please consider that Mast Hill, to whom we owe approx $2M, just provided additional capital last month and again last week. As you can see from our filings, I have only been paid for 3 months this year (at $6K/month). And I put in $40K this year that won't get repaid until and unless Mast Hill is paid in full. That's not to complain, just to show everybody that my money (or lack of it) is where my mouth is.
Other than Simon, nobody else in the deck has left. Jerry is still with us, working on stuff for our filing as we speak, but not as CFO.
We're continuing to progress on the acquisitions, we expect financing to continue, and we expect DTC to allow us to put the category on the map.
I understand the frustration and the criticism, but those are my expectations, and that's what I'm working towards.
NT 10-Q
NT 10-Q