Nightfood Hldgs SEC Filings

Nightfood Holdings, Inc. reported that it will participate in CES 2026, held January 6–9 in Las Vegas, Nevada. The company plans to host booth 6911, where attendees can see live demonstrations and speak with its team about product capabilities, deployment options, and ordering opportunities.

The company describes CES as a global event for tech innovation, covering AI, digital health, mobility, and future technology with major keynotes, product launches, and networking for industry professionals. The related press release is furnished as Exhibit 99.1, and this information is being furnished, not filed, under Regulation FD.

Nightfood Holdings, Inc. reported that it has developed an internal technology platform called Beverage Bot, aimed at helping large-scale venues handle two key operational issues. The system is designed to reduce long service wait times and address lost revenue that can occur when venues do not have enough staff during peak demand periods. Beverage Bot is presented as a tool to improve how drinks are ordered and served in high-traffic environments.

The company shared these details in a press release, which is attached as an exhibit. This update focuses on the technology’s intended operational benefits for venues rather than on financial results or transactions.

Nightfood Holdings, Inc. disclosed that it has amended the Certificate of Designation for its Series C Convertible Preferred Stock. The company increased the number of shares designated as Series C Preferred Stock from 500,000 to 800,000, effective upon filing the amended certificate. The board of directors unanimously approved this change, and the company stated that no other material changes were made to the terms, preferences, rights, or limitations of the Series C Preferred Stock. The amendment is included as an exhibit to the report for reference.

Nightfood Holdings, Inc. reported that it issued a shareholder press release on November 20, 2025 detailing its quarterly results and operational progress for the period ended September 30, 2025. The company is using this current report on Form 8-K to make that information broadly available under Regulation FD, which is designed to ensure fair disclosure to all investors. The press release is provided as an exhibit to the filing but is furnished rather than filed, meaning it is not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.

Nightfood Holdings, Inc. (NGTF) reported that it amended its Articles of Incorporation on November 19, 2025. The amendment increases the company’s authorized common stock, par value $0.001 per share, from 200,000,000 to 900,000,000 shares. This change expands the maximum number of common shares the company is permitted to issue in the future but does not itself issue any new shares.

The amendment was unanimously approved by the board of directors and also approved by the holder of the Series A Super Voting Preferred Stock, which has a majority of the company’s voting power. The amendment is filed as Exhibit 3.1 to this report and is incorporated by reference.

Nightfood Holdings, Inc. (NGTF), doing business as Techforce Robotics, reported its first meaningful quarter of operations as an AI-driven robotics and hospitality platform for the three months ended September 30, 2025. The company generated $782,027 in net revenue, up from zero a year ago, but recorded a net loss of $3,695,535, or $0.03 per share, versus a loss of $764,611 in the prior-year period.

Total assets jumped to $128,793,702 from $7,324,534 at June 30, 2025, driven by the acquisitions of the Holiday Inn Victorville and Hilton Rancho Mirage hotel properties and related goodwill of $95,686,177, property and equipment of $24,774,395, and intangible assets of $6,364,368. These deals were largely financed through Series C convertible preferred stock and contingent consideration of $11,925,000, contributing to temporary equity of $106,324,241 and a stockholders’ deficit of $17,880,668.

The company closed the quarter with cash of $1,337,285, a working capital deficit of $18,734,145, and an accumulated deficit of $50,449,379. Management disclosed that existing cash resources are not sufficient to fund operations for the next twelve months without additional financing, and stated that these conditions raise substantial doubt about its ability to continue as a going concern. Nightfood now reports three segments—Foodservice Packaging Distribution, Robotics-as-a-Service, and Hotel Operations—while its legacy snacks and beverages business is treated as a discontinued operation.

NightFood Holdings, Inc. (NGTF) director and president Ried Floco reported multiple open-market purchases of the company’s common stock, including transactions by his spouse. On 05/14/2025, he bought 57,500 shares at $0.02 per share, bringing his direct holdings to 542,500 shares. On 05/15/2025, he purchased an additional 40,170 shares and 2,330 shares, both at $0.02, increasing his direct ownership to 585,000 shares. His spouse made open-market purchases on 11/13/2025 of 131,000 shares at a weighted average of $0.05 per share (with trades between $0.0485 and $0.0565) and 56,521 shares at a weighted average of $0.05 per share (with trades between $0.0585 and $0.0590), resulting in 772,521 shares held indirectly by spouse. The report notes it is being filed late due to an inadvertent administrative error and that the reporting person disclaims beneficial ownership of the spouse’s shares except to the extent of his pecuniary interest.

NightFood Holdings, Inc. (NGTF) reported the initial ownership of its President and Director as of April 29, 2025. The reporting person directly owns 485,000 shares of common stock.

In addition, the person holds 20,000 shares of Series C Convertible Preferred Stock, received on March 25, 2025 as compensation for prior independent contractor services. These preferred shares are convertible into 120,000,000 shares of common stock, vest based on specified company milestones, and are subject to a lock-up through March 25, 2026. Beginning April 1, 2026, up to 5,000 preferred shares may be transferred or sold, with an additional 500 shares per month released from lock-up through November 1, 2027. The filing notes it is late due to an inadvertent administrative error.

NightFood Holdings, Inc. (NGTF)EAGLE EQUITIES LLC. Eagle reports beneficial ownership of 12,549,000 shares of NightFood common stock, representing 7.96% of the outstanding class. Eagle, a Nevada limited liability company, reports sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive authority. The holder states that the shares were not acquired and are not held for the purpose of changing or influencing control of NightFood, indicating a passive investment approach under the Schedule 13G framework.