Hercules1
7日前
Nightfood Holdings Signs LOI to Acquire 51% of Jiun Jiang Enterprise
June 25 2026 - 8:30AM
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via IBN -- Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics (“TechForce” or the “Company”), today announced that it has executed a non-binding Letter of Intent (the “LOI”) to acquire a 51% controlling interest in Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”), a Taiwan-based manufacturer of precision industrial, advanced packaging and semiconductor automation and thermal interface material manufacturing systems, robotics, and intelligent manufacturing solutions.
Under the LOI, Nightfood would acquire its 51% interest through an all-stock share exchange, with JJ Enterprise becoming a majority-owned operating subsidiary. Consideration will be tied directly to JJ Enterprise’s performance as reflected in an anticipated PCAOB audit, aligning the stock Nightfood issues with the value of the acquired business. The parties intend to negotiate definitive agreements following completion of due diligence.
The proposed transaction furthers Nightfood’s anticipated transformation into a diversified automation and advanced-manufacturing platform positioned at the intersection of semiconductor manufacturing, AI infrastructure, robotics, pharmaceutical automation, and industrial technology.
Building Upon an Established Commercial Foundation
Unlike transactions built around early-stage technologies or pre-revenue concepts, JJ Enterprise would enter the proposed combination with existing manufacturing operations, established customer relationships, active commercial contracts, and a founding team with more than 30 years of experience in industrial machinery, precision engineering, and automation across Taiwan’s advanced-manufacturing ecosystem.
Management believes that combining JJ Enterprise’s engineering, manufacturing, and automation capabilities with Nightfood’s public-company platform would create opportunities for growth, expand production capacity, deepen customer relationships, pursue larger commercial programs, and establish additional manufacturing capabilities in the United States.
A Performance-Based, Audited-Revenue Framework
The LOI contemplates a revenue-based valuation tied exclusively to audited financial statements prepared in accordance with U.S. GAAP and audited by an independent PCAOB-registered accounting firm. The structure is designed so that consideration tracks audited business performance rather than projections. The audit of JJ Enterprise has not been completed and there is no guarantee that it can be completed in a timely manner or at all.
Initial Consideration. Based on achievement of an approximately $20 million annual revenue run rate, JJ Enterprise would carry an implied enterprise value of approximately $100 million, corresponding to a 51% equity value of approximately $51 million, payable solely in Nightfood common stock and subject to customary adjustment for any recapitalization or similar corporate action.
Performance-Based Earnout. Beyond the initial consideration, the LOI ties additional value to results the business actually delivers. As JJ Enterprise reaches higher levels of audited annual revenue, the implied enterprise value would step up accordingly:
Approximately $250 million at $50 million in audited annual revenue
Approximately $400 million at $100 million in audited annual revenue
Approximately $700 million at $200 million in audited annual revenue
Approximately $1.2 billion at $400 million in audited annual revenue
Each milestone would be based on audited financial statements prepared under U.S. GAAP and verified by an independent PCAOB-registered accounting firm, with any earnout paid in Nightfood common stock. The milestones are cumulative and do not expire, creating a structure that rewards actual business performance whenever achieved. Because every step is tied to audited revenue, value is created only as the business delivers results, aligning the interests of both companies’ shareholders.
Management believes that, over the first five years following closing, the combined platform has the potential to generate cumulative revenue of approximately $770 million while targeting EBITDA margins in excess of 25%. These figures represent management objectives only and are dependent upon numerous factors, including financing, capacity expansion, customer demand, market conditions, execution, and successful uplisting. No assurance can be provided that any such objectives will be achieved.
Governance and Management Continuity
If the proposed transaction is completed, JJ Enterprise’s existing management team would continue leading day-to-day operations, while Nightfood would support strategic growth, financing, public-market, and business-development initiatives. The LOI contemplates that JJ Enterprise would designate one member to Nightfood’s Board of Directors, while Nightfood would designate a majority of JJ Enterprise’s board, reflecting Nightfood’s controlling interest while preserving operational continuity.
Positioned for Long-Term Industry Trends
According to industry forecasts, semiconductor manufacturing equipment spending, AI infrastructure investment, advanced packaging adoption, and data-center expansion are expected to remain among the most significant capital-allocation priorities across the global technology sector for the foreseeable future. SEMI projects worldwide semiconductor equipment spending to reach a record $156 billion by 2027, driven by accelerating demand for AI computing, advanced semiconductor manufacturing, high-performance packaging technologies, and ongoing investments in domestic chip production capacity. Concurrently, McKinsey & Company estimates that global data-center infrastructure investment could exceed $6.7 trillion by 2030, including approximately $5.2 trillion dedicated to AI-enabled infrastructure. These long-term trends continue to be supported by substantial government and private-sector investments focused on strengthening semiconductor supply chains, expanding AI computing capacity, advancing next-generation packaging technologies, and enhancing manufacturing resiliency.
Source: SEMI, "Global Semiconductor Equipment Sales Projected to Reach a Record $156 Billion by 2027" (2024); McKinsey & Company, "The Cost of Compute: A $7 Trillion Race to Scale Data Centers" (2024).
Management Commentary
Jimmy Chan, Chief Executive Officer of Nightfood Holdings and TechForce Robotics, commented:
“We are not pursuing a concept-stage or early-stage technology company. Through the proposed transaction, we are seeking to partner with a business that has established manufacturing capabilities, customer relationships, engineering expertise, and decades of industry experience. We believe these attributes, together with Nightfood’s public-company platform and growth strategy, could create a foundation for long-term growth and value creation.
“As investment in AI infrastructure, semiconductor manufacturing, and advanced packaging continues to expand, our objective is to support JJ Enterprise's future growth by leveraging Nightfood’s access to capital markets, public-company visibility, and strategic resources. Subject to the execution of definitive agreements and completion of the proposed transaction, we believe this relationship could help support future capacity expansion initiatives, potential U.S. manufacturing opportunities, and JJ Enterprise’s ability to serve customers across the semiconductor and AI infrastructure supply chain.
“We view this opportunity as part of a broader industry trend rather than an isolated transaction. As companies throughout Taiwan’s advanced manufacturing ecosystem evaluate opportunities to diversify geographically, strengthen supply-chain resilience, and support customers expanding operations in the United States, we believe Nightfood may be well positioned to serve as a public-market platform for select strategic opportunities that align with our long-term growth objectives. Any future transactions would be evaluated based on strategic fit, operational synergies, financial considerations, and their potential to contribute to long-term shareholder value.”
Hercules1
1週前
Nightfood Holdings Inc. (OTCQB: NGTF) Building Strategic Footprint Within Taiwan Manufacturing Migration
June 30 2026 - 8:30AM
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via AINewsWire — Nightfood Holdings Inc. (OTCQB: NGTF) today announces its placement in an editorial published by AINewsWire ("AINW"), one of 75+ brands within the Dynamic Brand Portfolio@IBN (InvestorBrandNetwork), a specialized communications platform with a focus on financial news and content distribution for private and public companies and the investment community.
To view the full publication, “AI Infrastructure Spending Creates New Wave of Semiconductor Ecosystem Winners,” please visit: https://ibn.fm/EoNgg
A tectonic shift is reshaping global semiconductor manufacturing. Hundreds of billions of dollars in new investment are flowing into the United States, pulling Taiwan’s advanced manufacturing ecosystem closer to North American customers, capital markets and emerging opportunities. As artificial intelligence drives unprecedented demand for semiconductors and data center infrastructure, the companies enabling that production, including the precision engineers, automation providers and specialty materials manufacturers, are beginning to follow.
Positioned directly at this intersection is Nightfood Holdings Inc., doing business as TechForce Robotics, an AI-enhanced robotics and automation company that is actively building its strategic footprint within this migration. TechForce Robotics just announced a strategic alliance with Taiwan-based Jiun Jiang Enterprise Co. Ltd. (JJ Enterprise), a precision engineering and advanced manufacturing company serving the semiconductor, advanced packaging, and industrial automation industries. The partnership is designed to give TechForce Robotics access to decades of expertise in semiconductor-grade manufacturing, advanced materials processing, and high-performance production systems, capabilities central to the ongoing migration reshaping global manufacturing.
About Nightfood Holdings Inc. (dba TechForce Robotics)
Nightfood Holdings Inc. (doing business as TechForce Robotics) is an AI-enhanced robotics and automation company focused on the development, integration, deployment and commercialization of intelligent automation solutions across multiple industries. Through its TechForce Robotics platform, the company develops and deploys autonomous robotic systems designed to improve operational efficiency, workflow consistency, labor optimization and scalability across hospitality, food service, commercial, laboratory, pharmaceutical and emerging enterprise automation environments.
The company operates through a vertically integrated business model that combines proprietary robotics technology, AI-enhanced software, real-world operating environments, strategic manufacturing partnerships and scalable deployment infrastructure. By integrating advanced robotics, machine vision, intelligent automation and data-driven operational insights, TechForce Robotics seeks to address growing labor challenges and productivity demands across a wide range of industries.
Nightfood Holdings delivers its solutions through a Robotics-as-a-Service (RaaS) model, providing customers with flexible, scalable automation solutions while generating recurring revenue opportunities. As the company expands into pharmaceutical automation, laboratory automation, industrial automation and other high-precision applications, it continues to leverage strategic partnerships and advanced engineering capabilities to accelerate innovation and commercialization across multiple high-growth markets.
NOTE TO INVESTORS: The latest news and updates relating to NGTF are available in the company’s newsroom at?http://ibn.fm/NGTF
For more information, visit Nightfood Holdings.
Hercules1
1週前
Nightfood Holdings Signs LOI to Acquire 51% of Jiun Jiang Enterprise
June 25 2026 - 8:30AM
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via IBN -- Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics (“TechForce” or the “Company”), today announced that it has executed a non-binding Letter of Intent (the “LOI”) to acquire a 51% controlling interest in Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”), a Taiwan-based manufacturer of precision industrial, advanced packaging and semiconductor automation and thermal interface material manufacturing systems, robotics, and intelligent manufacturing solutions.
Under the LOI, Nightfood would acquire its 51% interest through an all-stock share exchange, with JJ Enterprise becoming a majority-owned operating subsidiary. Consideration will be tied directly to JJ Enterprise’s performance as reflected in an anticipated PCAOB audit, aligning the stock Nightfood issues with the value of the acquired business. The parties intend to negotiate definitive agreements following completion of due diligence.
The proposed transaction furthers Nightfood’s anticipated transformation into a diversified automation and advanced-manufacturing platform positioned at the intersection of semiconductor manufacturing, AI infrastructure, robotics, pharmaceutical automation, and industrial technology.
Building Upon an Established Commercial Foundation
Unlike transactions built around early-stage technologies or pre-revenue concepts, JJ Enterprise would enter the proposed combination with existing manufacturing operations, established customer relationships, active commercial contracts, and a founding team with more than 30 years of experience in industrial machinery, precision engineering, and automation across Taiwan’s advanced-manufacturing ecosystem.
Management believes that combining JJ Enterprise’s engineering, manufacturing, and automation capabilities with Nightfood’s public-company platform would create opportunities for growth, expand production capacity, deepen customer relationships, pursue larger commercial programs, and establish additional manufacturing capabilities in the United States.
A Performance-Based, Audited-Revenue Framework
The LOI contemplates a revenue-based valuation tied exclusively to audited financial statements prepared in accordance with U.S. GAAP and audited by an independent PCAOB-registered accounting firm. The structure is designed so that consideration tracks audited business performance rather than projections. The audit of JJ Enterprise has not been completed and there is no guarantee that it can be completed in a timely manner or at all.
Initial Consideration. Based on achievement of an approximately $20 million annual revenue run rate, JJ Enterprise would carry an implied enterprise value of approximately $100 million, corresponding to a 51% equity value of approximately $51 million, payable solely in Nightfood common stock and subject to customary adjustment for any recapitalization or similar corporate action.
Performance-Based Earnout. Beyond the initial consideration, the LOI ties additional value to results the business actually delivers. As JJ Enterprise reaches higher levels of audited annual revenue, the implied enterprise value would step up accordingly:
Approximately $250 million at $50 million in audited annual revenue
Approximately $400 million at $100 million in audited annual revenue
Approximately $700 million at $200 million in audited annual revenue
Approximately $1.2 billion at $400 million in audited annual revenue
Each milestone would be based on audited financial statements prepared under U.S. GAAP and verified by an independent PCAOB-registered accounting firm, with any earnout paid in Nightfood common stock. The milestones are cumulative and do not expire, creating a structure that rewards actual business performance whenever achieved. Because every step is tied to audited revenue, value is created only as the business delivers results, aligning the interests of both companies’ shareholders.
Management believes that, over the first five years following closing, the combined platform has the potential to generate cumulative revenue of approximately $770 million while targeting EBITDA margins in excess of 25%. These figures represent management objectives only and are dependent upon numerous factors, including financing, capacity expansion, customer demand, market conditions, execution, and successful uplisting. No assurance can be provided that any such objectives will be achieved.
Governance and Management Continuity
If the proposed transaction is completed, JJ Enterprise’s existing management team would continue leading day-to-day operations, while Nightfood would support strategic growth, financing, public-market, and business-development initiatives. The LOI contemplates that JJ Enterprise would designate one member to Nightfood’s Board of Directors, while Nightfood would designate a majority of JJ Enterprise’s board, reflecting Nightfood’s controlling interest while preserving operational continuity.
Positioned for Long-Term Industry Trends
According to industry forecasts, semiconductor manufacturing equipment spending, AI infrastructure investment, advanced packaging adoption, and data-center expansion are expected to remain among the most significant capital-allocation priorities across the global technology sector for the foreseeable future. SEMI projects worldwide semiconductor equipment spending to reach a record $156 billion by 2027, driven by accelerating demand for AI computing, advanced semiconductor manufacturing, high-performance packaging technologies, and ongoing investments in domestic chip production capacity. Concurrently, McKinsey & Company estimates that global data-center infrastructure investment could exceed $6.7 trillion by 2030, including approximately $5.2 trillion dedicated to AI-enabled infrastructure. These long-term trends continue to be supported by substantial government and private-sector investments focused on strengthening semiconductor supply chains, expanding AI computing capacity, advancing next-generation packaging technologies, and enhancing manufacturing resiliency.
Trooperstocks
1月前
$NGTF News: TechForce Robotics Enters Pharmaceutical Automation Market Through Initial Deployment at Oncotelic Therapeutics $OTLC
Nightfood Holdings Inc.
Mon, June 1, 2026 at 7:30 AM EDT 6 min read
Deployment of the Company's LIM-E autonomous laboratory support robot completes Phase 1 objectives under the joint development agreement and establishes a foundation for future pharmaceutical automation initiatives
LOS ANGELES, June 01, 2026 (GLOBE NEWSWIRE) -- via IBN — TechForce Robotics, Inc. ("TechForce"), a subsidiary of Nightfood Holdings, Inc. (OTCQB: NGTF), today announced the successful completion of Phase 1 objectives under its joint development agreement with Oncotelic Therapeutics, Inc. (OTCQB: OTLC), marked by the initial deployment of LIM-E, the Company's autonomous laboratory support robot.
The deployment represents TechForce's first operational expansion into pharmaceutical and laboratory automation, extending the Company's AI-enhanced robotics platform beyond hospitality and service-industry applications into a new high-value market vertical. The Company believes the successful implementation of LIM-E demonstrates the adaptability of its autonomous robotics platform across environments where efficiency, consistency, and workflow optimization are increasingly critical.
TechForce believes pharmaceutical manufacturing, laboratory operations, biotechnology facilities, and life sciences organizations represent significant long-term opportunities for automation as the sector continues adopting technologies designed to improve productivity, reduce repetitive manual processes, and support operational scalability. Through its Robotics-as-a-Service (RaaS) model and AI-enhanced software infrastructure, TechForce aims to develop solutions capable of addressing automation needs across multiple industries through a common technology platform.
PHASE 1 DEPLOYMENT VALIDATES PHARMACEUTICAL AUTOMATION INITIATIVE
LIM-E is a specialized configuration of TechForce's autonomous mobile robotics platform designed to support approved laboratory logistics workflows through the transport of approved laboratory supplies and properly contained materials within designated operational environments.
The deployment marks the successful completion of the initial operational objectives established under the joint development agreement announced by TechForce and Oncotelic in April 2026. The agreement provides a framework for the companies to evaluate and co-develop robotics and AI-enhanced automation systems intended to support future GMP-regulated pharmaceutical manufacturing and laboratory workflows.
The Company believes operational data, workflow observations, and performance feedback generated through this deployment will provide valuable insight as both organizations continue evaluating additional automation opportunities under the collaboration.
ONCOTELIC THERAPEUTICS COMMENTARY
“The arrival of LIM-E represents the first operational milestone of a partnership we believe has the potential to transform key aspects of laboratory and pharmaceutical operations,” said Vuong Trieu, Ph.D., Chief Executive Officer of Sapu Bioscience.
“Every hour returned to scientific and operational personnel is an hour that can be redirected toward research, development, manufacturing efficiency, and ultimately patient-focused innovation. We are pleased to complete this initial phase and look forward to evaluating additional opportunities under the collaboration.”
BUILDING A SCALABLE MULTI-INDUSTRY AUTOMATION PLATFORM
“The deployment of LIM-E represents an important milestone not only for TechForce, but for our broader vision of applying intelligent automation across multiple industries,” said Ried Floco, President and Director of TechForce Robotics.
“By successfully completing Phase 1 of our collaboration with Oncotelic, we have demonstrated the adaptability of our robotics platform within a laboratory environment and established a foundation for future pharmaceutical automation initiatives. We believe opportunities within life sciences, laboratory operations, and pharmaceutical manufacturing may become an important growth vertical for TechForce as we continue expanding our Robotics-as-a-Service platform.”
EXPANDING THE TECHFORCE AUTOMATION ECOSYSTEM
Following completion of Phase 1 objectives, TechForce and Oncotelic expect to continue evaluating additional workflow automation opportunities contemplated under the joint development agreement. Areas of future focus may include laboratory logistics, manufacturing support processes, AI-enhanced operational workflows, and other automation initiatives designed to improve efficiency, consistency, and scalability within regulated pharmaceutical environments.
The Oncotelic deployment further supports Nightfood Holdings' strategy of building a diversified automation platform through the acquisition, deployment, and commercialization of AI-enhanced robotics technologies across multiple commercial sectors. As TechForce continues expanding beyond hospitality and foodservice applications, the Company believes opportunities within healthcare, life sciences, laboratory operations, and pharmaceutical manufacturing may represent significant long-term growth markets for autonomous automation solutions.
About Oncotelic Therapeutics, Inc. (OTCQB: OTLC)
Oncotelic Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development of oncology and immunotherapy products. The Company’s mission is to address high-unmet-need cancers and rare pediatric indications with innovative, late-stage therapeutic candidates.
For more information about Oncotelic Therapeutics, visit www.oncotelic.com.
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. (dba TechForce Robotics) is focused on the development, integration, and deployment of AI-enhanced automation solutions across multiple commercial industries. Through its TechForce Robotics platform, the Company develops and deploys autonomous robotic systems designed to improve operational efficiency, workflow consistency, and scalability across hospitality, foodservice, commercial, laboratory, and emerging enterprise automation environments. The Company combines advanced hardware, intelligent AI-enhanced software, and scalable operational infrastructure to support long-term growth through its Robotics-as-a-Service (RaaS) model. For more information, visit www.nightfoodholdings.com.
About TechForce Robotics, Inc.
TechForce Robotics, Inc., a subsidiary of Nightfood Holdings, Inc., is an emerging robotics company focused on deploying AI-enhanced automation across multiple industries. The Company develops, deploys, and scales autonomous robotic solutions for hospitality, foodservice, commercial, and now laboratory and pharmaceutical applications. TechForce operates through a vertically integrated platform combining proprietary robotics technology, real-world operating environments, and scalable manufacturing, and delivers its solutions through a Robotics-as-a-Service (RaaS) model. For more information, visit www.techforcerobotics.com.
Forward-Looking Statements
This press release contains "forward-looking statements" and "forward-looking information." This information and these statements, which can be identified by the fact that they do not relate strictly to historical or current facts, are made as of the date of this press release. The forward-looking statements herein relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance and are often identified by words or phrases such as "expects," "anticipates," "plans," "projects," "estimates," "intends," "believes," "may," "could," "would," "will," or similar expressions.
Forward-looking statements in this release include, without limitation, statements regarding the expected deployment, operation, performance, development, commercialization, and future applications of LIM-E and related robotic systems, as well as the anticipated benefits of the Company's collaboration with Oncotelic Therapeutics.
All forward-looking statements are based on current beliefs, assumptions, and information available to the Company's management as of the date of this press release. By their nature, forward-looking statements involve inherent risks and uncertainties, including, without limitation, technical development risks, deployment timing, manufacturing constraints, integration challenges, customer adoption, operational performance, regulatory and safety considerations, and other factors that could cause actual results to differ materially from those expressed or implied in such statements.
Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Investor Relations & Media Relations & Corporate Communications Contacts
Investor Relations
ir@nightfoodholdings.com
Media Relations
media@nightfoodholdings.com
Corporate Communications
Editor@InvestorBrandNetwork.com
IBN | Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000
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