Nightfood Deck SCSSC June 2015

OTCPINK: NGTF

CONFIDENTIALITY. THIS MEMORANDUM MAY NOT BE READ, CIRCULATED, DISTRIBUTED, REPRODUCED, OR OTHERWISE USED FOR ANY PURPOSE OTHER THAN THE PURPOSE DESCRIBED HEREIN.

THE FINANCIAL AND OTHER PROJECTIONS INCLUDING IN THIS MEMORANDUM ARE MANAGEMENT’S ESTIMATE OF THE REASONABLE FINANCIAL POSITION AND RESULTS OF OPERATIONS FOR THE PROJECTION PERIODS. ACCORDINGLY, THE PROJECTIONS REFLECT MANAGEMENT’S JUDGMENT BASED ON PRESENT CIRCUMSTANCES, OF THE MOST LIKELY SET OF CONDITIONS AND ITS MOST LIKELY COURSE OF ACTION. THE ASSUMPTIONS USED ARE THOSE THAT MANAGEMENT BELIEVES ARE KEY FACTORS UPON WHICH THE FINANCIAL RESULTS OF THE COMPANY DEPEND. HOWEVER, THERE WILL USUALLY BE DIFFERENCES BETWEEN THE PROJECTED AND ACTUAL RESULTS BECAUSE EVENTS AND CIRCUMSTANCES FREQUENTLY DO NOT OCCUR AS EXPECTED AND THOSE DIFFERENCES MAY BE MATERIAL. ALTHOUGH MANAGEMENT REASONABLY EXPECTS, TO THE BEST OF ITS KNOWLEDGE AND BELIEF, THAT THESE ASSUMPTIONS WILL OCCUR AND THAT RESULTS TO BE ACHIEVED BY THE COMPANY WILL BE AS SET FORTH IN THE PROJECTIONS, THE PROJECTIONS ARE NOT GUARANTEES AND THERE CAN BE NO ASSURANCE THAT ANY OF THE POTENTIAL BENEFITS WHICH ARE DESCRIBED THEREIN WILL OCCUR. THE RISK OF MATERIAL DIFFERENCES INCREASES WITH EACH SUCCEEDING YEAR OF THE PROJECTIONS IN VIEW OF THE INCREASING DIFFICULTY OF ESTIMATING FUTURE MARKET AND ECONOMIC TRENDS.

BY ACCEPTING THIS MEMORANDUM, YOU AGREE TO KEEP ITS CONTENTS STRICTLY CONFIDENTIAL, NOT TO COPY ANY PORTION OF IT AND TO RETURN IT TO NIGHTFOOD HOLDINGS, INC. PROMPTLY UPON ITS REQUEST.

WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED IN THIS DOCUMENT. WE RESERVE THE RIGHT TO AMEND, REPLACE AND/OR SUPPLEMENT THIS DOCUMENT AT ANY TIME AND UNDERTAKE NO OBLIGATION TO PROVIDE THE RECIPIENT WITH ACCESS TO ADDITIONAL INFORMATION. NOTHING IN THIS DOCUMENT IS, OR SHOULD BE RELIED UPON AS, A PROMISE OR REPRESENTATION AS TO THE FUTURE. THE INFORMATION CONTAINED IN THIS DOCUMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION AVAILABLE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES. SUCH AN OFFER OR SOLICITATION, IF MADE, WOULD BE SOLELY BY WAY OF THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM RELATING TO THE OPPORTUNITIES CONTEMPLATED IN THIS MEMORANDUM.

THIS DOCUMENT MAY CONTAIN FORWARD-LOOKING STATEMENTS BASED ON OUR COMPANY’S EXPECTATIONS AND PROJECTIONS ABOUT THE METHODS BY WHICH IT EXPECTS TO INVEST. THOSE STATEMENTS ARE SOMETIMES INDICATED BY WORDS SUCH AS “EXPECTS,” BELIEVES”, “WILL”, AND SIMILAR EXPRESSIONS. IN ADDITION, ANY STATEMENTS THAT REFER TO EXPECTATIONS, PROJECTIONS, OR CHARACTERIZATIONS OF FUTURE EVENTS OR CIRCUMSTANCES, INCLUDING ANY UNDERLYING ASSUMPTIONS, ARE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE NOT GUARANTIES OF FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES, AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE, ACTUAL RETURNS COULD DIFFER MATERIALLY AND ADVERSELY FROM THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS

CONFIDENTIAL COPYRIGHT ©2015 BY NIGHTFOOD HOLDINGS, INC.

OTCPINK: NGTF

Company: NightFood Holdings, Inc.

CEO: Sean Folkson

Location: Greater New York City

Funds Invested to Date: $540K

U.S. Nighttime Snack Spend: $51B

Company Structure: Public Holding Company

Trading Symbol: NGTF

Key operating assumptions, and other confidential

information is provided in this document. Please mark

CONFIDENTIAL and treat with the same standard of care

with which you treat your own confidential information and

documents.

OPPORTUNITY SNAPSHOT

DEALSUMMARY

THE OPPORTUNITY WHY NOW THE MARKET TEAMOTCPINK: NGTF

The market for healthy snacks and functional foods is rapidly changing.

Today, a new brand can reach hundreds of millions in sales within a few years.

You know the stories: •5-HourEnergyintroducedtheenergyshotandreached$1Binunder

8 years.

•ChobanipioneeredGreekYogurtandhit$1BBwithin7years.

•KindBarsurpassed$100Minunder6years.

•QuestNutrition,whichlaunchedin2010,grewto$82Minrevenue in2013,andreportedlyraisedcapitalfromVMGPartnersata$900M valuationinMay,2015.

Who will be next? 165Millionconsumerscombinetospend$51Billionannuallyon

nighttimesnacks,mostofitcalorie-denseanddisruptivetosleepquality.

THE BIG IDEA IN 123 WORDS

Source: SymphonylRl, Snaxpo 2014, State of the Industry Report

This deck is dedicated to the economic upside of solving the nighttime snacking problem.


Nighttime snacking on the rise Since 2010, nighttime snacking has increased by over 40%.

Functional Food Explosion Consumers are increasingly turning to snacks that offer benefits beyond simple hunger satisfaction.

Nighttime Cravings Understood Researchers have finally uncovered WHY night junk cravings exist, and why the’re so hard to beat.

2014: THE BIRTH Of THE NIGHTTIME NUTRITION CATEGORY

Nutrition experts have long understood that nighttime is where diets go to fail. But the nighttime snack problem is more than just a few extra calories, and a couple of unwanted pounds.

Major Trends Driving the NightFood Opportunity:

What’s the ceiling on Nightime Nutrition?In 2013, consumers spent $51 Billion on nighttime snacks.

In 2010, 48% of American adults considered themselves “nighttime snackers.” By 2013, it was 69%

2010 48%

2013 69%

77%2019 (PROjECTED)THE OPPORTUNITY WHY NOW THE MARKET TEAM

OTCPINK: NGTF

NIGHTTIME SNACKING BY AGE GROUP

88% 60%

73% 56%18-34 YEARS OLD 55-64 YEARS OLD

35-54 YEARS OLD 65+ YEARS OLD

Percentageofconsumerswhoreportedsnackingregularlyatnightin2013:

Source: SymphonylRl, Snaxpo 2014, State of the Industry Report

What does this say about the future of nighttime snacking?


Despite massive spend, consumer options have long been limited to:

No single option combines craving satisfaction with a healthy nighttime nutritional profile.

Consumer Choices are Limited$51 BILLION SPENT ANNUALLY ON AfTER DINNER SNACKS IN THE U.S.

1. CALORIE DENSE fOODS 3. PROTEIN/ENERGY BARS2. HEALTHY SNACK OPTIONS This is what we crave. The most popular choices among consumers are cookies, chips, ice cream, and chocolate candy. Consumers typically understand these are not healthy, and can cause weight gain, but may not be aware of how these choices impair sleep quality.

Convenient and popular, these deliver nutrition in a healthier snack profile. However, they are formulated to provide an energy boost, and contain energy boosting ingredients, which are discouraged in the hours before bed for obvious reasons.

The most popular nighttime snacks are all calorie dense options. No healthy choices made the list.

Includes rice cakes, yogurt, carrot sticks, chicken breast, and fruit. This is not what most people crave. And, many healthy choices are not optimal as they may deliver too much of the wrong nutrients before bed which can make it difficult to fall asleep, or impair sleep quality.

Top 5 Consumer Nighttime Snack Choices - 2013, SymphonylRl

1. Chips, Pretzels, Popcorn

2.IceCream

3.ChocolateCandy

4. Cookies

5. Snack Nuts

56%

49%

48%

46%

41%

Source: SymphonyIRI, Snaxpo 2014, State of the Industry Report


The science behind NightFood is complex, but we offer a simple and straightforward value proposition to consumers.

We’ve long known that nighttime is where diets go to fail, but nobody knew why. In the last few years, scientists have discovered:

• Why we crave sugars, fats, and salty foods at night

• Appetites get stronger later in the day

• Our satiety mechanism becomes less efficient in evening, so it takes more food to feel full

• Willpower weakens throughout the day

This is why so many people make unhealthy nighttime food choices.

NightFood Delivers Optimized Nighttime Nutrition NIGHTTIME CRAvINGS REqUIRE A UNIqUE NUTRITIONAL SOLUTION

Our food scientists formulated NightFood with an understandingofwhatthebodyrequiresbeforebed.Delicious NightFood can satisfy both cravings and hunger, at only 140 calories. These ingredients make it possible:

• Puffed Amaranth – This ancient grain contains more protein, lysine, magnesium, fiber, and iron than any other gluten-free grain.

• Rolled Oats – High in fiber, and protein, rolled oats are very satisfying. They also provide slow-burning fuel for the long fast ahead.

• Chicory Inulin – Extracted from Chicory, inulin is a great form of dietary fiber and is also an immune-boosting prebiotic. It has minimal impact on blood sugar and is suitable for diabetics.

• Chocamine® – This patented super-ingredient is derived from cocoa, and delivers all the healthful qualities of chocolate, leaving behind the extra fat, calories, and sugar found in most commercial chocolate products. It promotes fullness with fewer calories, and helps satisfy cravings. It also boosts mood and promotes a sense of calmness – the perfect nighttime nutrient.

• Real Chocolate – With anti-oxidant and immune-boosting properties.

• Calcium&Magnesium – These minerals help promote

relaxation and better quality sleep


DID YOU KNOW???To gain extra weight, sumo wrestlers intentionally load up on excess calories right before going to sleep.

Expertstellusthefollowing3qualitiesarecriticalwhenhandicappingthefuturesuccessofaconsumerpackagedgoods company with big aspirations. We think this bodes well for the prospects of NightFood

What to Look ForCONSUMER PACKAGED GOODS SUCCESS

Category Creation – Avoid “me-too” products. It’s not easy to dethrone an established category leader, especially as a start-up. In existing categories, consumers already have plenty of options, category leadership has been staked out, and retailers have little use or space for new offerings. The real opportunity comes from category creation.

Ride major consumer trends – Identify where consumers are going, and get there f irst. Creating a trend is hard, capitalizing on one is smart. Don’t try to force the consumer to make major changes in behavior or consumption patterns.

Abilitytoquicklyscale – Once a new product establishes viability of a new category, the competition will take notice. Pioneering companies that can’t scale due to financial constraints or limited production capacity are at risk.


THE CURRENT SITUATION: The US nighttime snack market consists of 165 Million nighttime snackers spending $51B annually. That’s a lot of cookies, chips, and ice cream. It’s also a lot of extra calories, unwanted weight, and disrupted sleep.

THE NIGHTfOOD vALUE PROPOSITION: For nighttime snackers, who are dissatisfied with their current nighttime snack options, NightFood delivers BOTH craving satisfaction AND healthy nighttime nutrition.

Unlike other consumer options, NightFood allows consumers to satisfy their powerful nighttime cravings without ruining their diets or their sleep. NightFood snacks are formulated with a sleep-friendly nutritional profile to help consumers avoid junk and sleep-impairing ingredients before bed.

The stuff that satisfies cravings isn’t healthy The stuff that is healthy doesn’t satisfy cravings

Giving Consumers a Better OptionSOLvING THE NIGHTIME NUTRITION PROBLEM


What is category creation worth? In addition to the case studies below, there are many others: Stacy’s Pita Chips, Keurig, SodaStream,

UnderArmor, Spanx, and more. Category creators hold a competitive advantage over imitators and copycat products that follow. In many

categories, that advantage can be worth hundreds of millions of dollars.

It’s understood that the big industry players rarely create categories. They typically wait for new categories to emerge as viable, and then

they execute one of the following strategies:

Case StudiesTHE vALUE Of CATEGORY CREATION

BIG BOY STRATEGY: STAY AWAY5-Hour Energy – Creator of the energy shot

category, 5-Hour Energy sells over 90% of the

energy shots in the US (over $1B in sales). The

bigger guys are staying away. Monster can’t cut

into their market share. Coke sells their Burn

Energy Shot in 80 countries, but not the US.

BIG BOY STRATEGY: COMPETE Dannon launched Oikos greek yogurt in

2011 and spent $400MM over the last 4

years to go head-to-head with catego-

ry creator Chobani. Chobani still outsold

Dannon by 50% in 2014

BIG BOY STRATEGY: ACqUIREVitamin Water – Coke famously acquired

Vitamin Water in 2007 for $4.2B in cash

and stock (more than 11x revenue). Coke

made the strategic acquisition because

they needed a brand like Vitamin Water to

compete in the non-carbonated

beverage space.


REvENUES (PROJECTED)

MARKET CAPITALIzATION RANGE(PROJECTED)

“Wall Street exponentially rewards the category creation companies, giving them $5.60 market capitalization for $1.00 in revenue growth”—Harvard Business Review

QuantifiedTHE vALUE Of CATEGORY CREATION

For illustrative purposes onlyThese projections are subject to a number of important disclamers.

Please see page 2 for a discussion of these disclaimers.

YEAR POST-LAUNCH

$900,000,000

$800,000,000

$700,000,000

$600,000,000

$500,000,000

$400,000,000

$300,000,000

$200,000,000

$100,000,000

1 2 3 4 5 6$0


SEAN fOLKSON Founder & CEOPrior to founding NightFood, Sean Folkson was founder and president of Specialty Equipment Direct, a flooring tool and equipment reseller, where he led a team of 4 to sales of $2M within 4 years.

A long-frustrated nighttime snacker, Folkson left SED to pursue his passion of helping people, and the opportunity offered by NightFood.

PETER LEIGHTON Co-Founder & CMOPeter Leighton is a nutrition industry veteran, expert & lecturer. He’s developed & launched hundreds of consumer nutrition products & held executive and C-Suite positions at Natrol, Weider Nutrition, and Advana Science.

Leighton brings over 25 years of experience in product development, management and consumer marketing, working with brands such as Schiff, Tiger’s Milk, ProLab, and Metabolife.

CASCADIA MANAGING BRANDSDistribution & Brand ManagementCascadia’s leadership team has helped launch such well-known brands as Zico Coconut Water, Hint Water and Amedei Chocolate. NightFood has engaged Cascadia to coordinate and optimize our distribution efforts, working directly with their network of specialty accounts, major retailers, brokers, and distributors. Cascadia will develop and implement a sales and distribution strategy that is consistent with our brand image, with the goal of building an iconic brand.

TOM MORSEConsultant – CoFounder of 5-Hour EnergyMr. Morse is the co-founder and original President of Living Essentials LLC (5-Hour Energy), and currently heads up Alina Healthcare Products, LLC. We believe Tom’s experience through the early years of bringing 5-Hour Energy to market will be extremely valuable to the company as we continue to grow. Tom provides a wealth of knowledge and insight into branding, marketing, and distribution. A nighttime snacker himself, he’s very excited about the consumer problem we’re solving, and the solutions we’re bringing to market.

PAUL jARRETTAdvisor – CoFounder of Bulu BoxMr. Jarrett is Co-Founder and CEO of fast-growing nutrition start-up, BuluBox. Bulu Box helps dietary supplement and nutrition companies better understand consumer needs through sampling and data analysis. With more than 50,000 subscribers receiving sample boxes monthly, Bulu has captured millions of consumer data points. An expert on consumer nutrition trends, Jarrett believes nighttime nutrition is the next great frontier in the world of “better-for-you” snacking.

CHEf CHRIS SANTOSConsultant – Celebrity Chef and RestaurateurChef Chris Santos’ celebrity profile grew immensely when he joined Food Network’s most popular series, Chopped, as a resident judge. Aside from cooking annually at The White House, working on his inaugural cookbook and planning three new restaurants coast-to-coast, Chef Santos helps ensure that each NightFood product tastes great, so snacking better at night is a treat, and not a chore.

THE TEAM


SEC Counsel – Frank J. Hariton, White Plains, NY | Auditors – RBSM, LLP New York, NY | Accountants – FGMK – Chicago, IL

Nightfood Deck SCSSC June 2015

Healthcare

Transcript of Nightfood Deck SCSSC June 2015