Nightfood Holdings Provides Shareholder Update Regarding Preliminary Schedule 14C
Rhea-AI Summary
Nightfood Holdings (OTCQB: NGTF) updated shareholders about its recently filed Preliminary Schedule 14C regarding authorization for a potential reverse stock split. The Board and Majority Stockholder approved a range of 1-for-150 to 1-for-250, intended to support a potential national securities exchange listing.
The authorization gives the Board discretion on whether to implement the split, when to do so, and at what ratio, and it may be abandoned. Nightfood, doing business as TechForce Robotics, also outlined its strategy to build a diversified robotics and automation platform, including planned transactions and partnerships such as with JJ Enterprise.
Positive
- Reverse split authorization range 1-for-150 to 1-for-250 provides structural flexibility for potential uplisting
- Board retains discretion to implement, time, or abandon the reverse split based on market conditions
Negative
- Authorized reverse split up to 1-for-250 would substantially consolidate existing NGTF shareholdings if implemented
News Market Reaction – NGTF
In the Jul 24 session, NGTF declined 0.90%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
LOS ANGELES, July 24, 2026 (GLOBE NEWSWIRE) -- via IBN — Nightfood Holdings, Inc. (OTCQB: NGTF) (“Nightfood” or the “Company”) today issued the following letter to shareholders:
Dear Shareholders,
We are writing to provide additional context regarding the Company’s recently filed Preliminary Schedule 14C Information Statement concerning the authorization of a potential reverse stock split.
As disclosed in the Preliminary Schedule 14C, the Company’s Board of Directors and Majority Stockholder approved authorization for the Board to effect a reverse stock split within a range of 1-for-150 to 1-for-250 in connection with a potential listing on a national securities exchange.
The authorization provides the Board with flexibility to determine whether and when to implement a reverse stock split and to select the appropriate ratio based on market conditions and the Company’s trading price at that time. The authorization of the reverse stock split does not mean that a reverse stock split will necessarily be implemented, and the Board retains the discretion to abandon the reverse stock split.
The Company is providing this update solely to clarify the purpose and scope of the authorization described in the Preliminary Schedule 14C. Shareholders are encouraged to review the complete Information Statement for additional information regarding the proposed corporate action.
We appreciate the continued support of our shareholders.
Sincerely,
Jimmy Chan
Chief Executive Officer
Nightfood Holdings, Inc.
About TechForce Robotics, Inc.
TechForce Robotics, Inc., a subsidiary of Nightfood Holdings, Inc. (OTCQB: NGTF), is a technology company focused on the development and commercialization of robotics, automation, and Robotics-as-a-Service (RaaS) solutions. The Company develops autonomous robotic systems and integrated software designed to improve operational efficiency, address labor challenges, and automate repetitive and mission-critical workflows across commercial and enterprise environments.
Building on its foundation in hospitality automation, TechForce Robotics is expanding its capabilities into industrial automation, advanced manufacturing, semiconductor-related applications, logistics, and other high-value commercial markets. Through strategic partnerships and acquisitions, including its planned transaction with JJ Enterprise, the Company is working to build a broader automation platform spanning service robotics, industrial automation, precision equipment, and intelligent manufacturing solutions.
Learn more about TechForce Robotics: https://www.techforcerobotics.com/
About Nightfood Holdings, Inc.
Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics, is building a diversified technology and automation platform focused on Robotics-as-a-Service (RaaS), service robotics, and industrial automation. The Company’s strategy is centered on developing, acquiring, and commercializing technologies that automate real-world operations across hospitality, manufacturing, logistics, and other commercial and industrial markets.
Nightfood’s hospitality assets serve a strategic dual purpose: providing balance-sheet assets and operating environments where the Company can deploy, test, validate, and demonstrate its robotic technologies under real-world conditions. These properties function as live innovation and testing environments rather than defining the Company’s long-term strategic direction.
As Nightfood expands its technology platform, including through its planned strategic partnership and acquisition of JJ Enterprise, the Company intends to broaden its capabilities beyond service robotics into industrial automation, precision equipment, and advanced manufacturing solutions, positioning technology and automation as the core drivers of its long-term growth strategy.
Learn more about Nightfood and TechForce Robotics: https://www.techforcerobotics.com/
Forward-Looking Statements
This communication contains forward-looking statements, including statements regarding a potential reverse stock split and a potential listing on a national securities exchange. Such statements are subject to risks and uncertainties, and there can be no assurance that the Company will implement a reverse stock split or successfully complete a listing on a national securities exchange. Investors should review the Company’s filings with the Securities and Exchange Commission for additional information regarding the Company and the risks associated with an investment in its securities.
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
