Welcome to our dedicated page for Nightfood Hldgs SEC filings (Ticker: NGTF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nightfood Holdings, Inc. (NGTF) SEC filings page on Stock Titan provides direct access to the company’s official U.S. Securities and Exchange Commission disclosures, including current reports on Form 8-K and other key documents. These filings offer detailed insight into Nightfood’s evolution as an AI-driven service-robotics and hospitality automation company operating under the TechForce Robotics brand.
Nightfood’s recent Form 8-K filings describe material events such as amendments to the Certificate of Designation for its Series B Preferred Stock and Series C Convertible Preferred Stock, an increase in authorized common shares through an amendment to its articles of incorporation, and the issuance of a senior secured promissory note under a Securities Purchase Agreement with an institutional investor. Additional 8-K reports cover the company’s announcements about the Beverage Bot beverage robotics platform, manufacturing expansion plans, participation at CES 2026, and shareholder letters summarizing quarterly results and operational progress.
The filings page also includes Nightfood’s Form 12b-25 (Notification of Late Filing) explaining the need for additional time to complete its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as well as an 8-K detailing the change in the company’s independent registered public accounting firm. Together, these documents provide context on Nightfood’s financial reporting, capital structure, financing arrangements, and corporate governance.
On Stock Titan, each NGTF filing is accompanied by AI-powered summaries that highlight the most important points, helping readers quickly understand complex legal and financial language. Users can review current and historical 8-Ks, late-filing notifications, and other SEC documents in one place, while AI tools surface key changes related to preferred stock designations, authorized share counts, debt instruments, auditor changes, and operational disclosures tied to Nightfood’s robotics and hospitality strategy.
Nightfood Holdings, Inc. filed a Notification of Late Filing indicating it cannot submit its Form 10‑Q for the quarter ended December 31, 2025 by the original deadline without unreasonable effort or expense. The company states it expects to file this quarterly report no later than the fifth calendar day after the prescribed due date. The notification is signed by CEO Jimmy Chan, reflecting management’s acknowledgment of the timing issue and planned use of the standard short extension period.
Nightfood Holdings is registering up to 150,000,000 shares of common stock for resale by a selling stockholder under an equity purchase agreement and related warrant.
The company will not receive proceeds from these resale transactions, though it may receive cash if the 6,000,000-share warrant is exercised at $0.10 per share. Nightfood, now doing business as TechForce Robotics, has built a vertically integrated hospitality automation platform spanning service robots, AI-enabled systems and custom foodservice packaging, supported by two recently acquired hotel properties.
As of this offering, 213,367,889 common shares are outstanding. Recent activity includes large hospitality acquisitions using Series C preferred stock, two secured convertible notes with Mast Hill Fund, a change of auditor, full conversion of Series B preferred into common, an increase in authorized common stock to 900,000,000 shares, and expansion of authorized Series C preferred. The CEO holds all Series A preferred, giving him voting control over the company. Key risks include emerging-market uncertainty in service robotics, high capital needs, reliance on third-party manufacturing, potential dilution from financing arrangements, and volatile OTCQB trading in a penny-stock security.
Nightfood Holdings, Inc. filed a current report describing the installation of its autonomous logistics robot, named Things in Motion – Everywhere (-E), at the Homewood Suites in Del Mar, California. The company announced this development through a press release that is furnished as an exhibit to the report.
The disclosure is provided under Regulation FD, meaning it is intended to share material information broadly with the market. The press release itself is not treated as filed for liability purposes and will only be incorporated into other securities filings if specifically referenced in the future.
Nightfood Holdings, Inc. filed an amended current report to add detailed financial information related to its previously reported acquisition of Victorville Treasure Holdings, LLC. The amendment supplies audited financial statements for 2023 and 2024, unaudited interim financials for the six months ended June 30, 2025 and 2024, and unaudited pro forma combined financial statements.
These materials are provided as Exhibits 99.1, 99.2, and 99.3 and are incorporated by reference, giving investors a clearer view of Victorville Treasure’s historical results and how the acquisition affects Nightfood’s combined financial position.
Nightfood Holdings, Inc. filed a current report describing a press release about its new beverage dispensing robotic system, called Beverages in Motion – Everywhere (-E). The company highlighted that this proprietary system served more than 5,000 drinks during its debut at the CES 2026 trade show, demonstrating initial usage and engagement at a major technology event.
The press release is attached as Exhibit 99.1, and the company states this information is being furnished under Regulation FD and is not deemed filed or incorporated by reference into other securities law filings unless specifically referenced.
Nightfood Holdings, Inc. filed an amended current report to update disclosure about its acquisition of Treasure Mountain Holdings, LLC, which operates a Hilton Garden Inn in Rancho Mirage. This 8-K/A adds financial details for the acquired business that were omitted from the original October 6, 2025 report.
The amendment files audited financial statements of Treasure Mountain for the years ended December 31, 2024 and 2023, unaudited financial statements for the nine months ended September 30, 2025 and 2024, and unaudited pro forma condensed combined financial statements for the year ended June 30, 2025 and the three months ended September 30, 2025 as exhibits. These statements show how the hotel business and Nightfood’s results would look on a combined basis.
Nightfood Holdings, Inc. entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., issuing a senior secured promissory note with an aggregate principal amount of $1,175,000 at a 15% original issue discount. This structure provides net cash proceeds of $998,750 to the company, before transaction-related expenses.
The note matures in twelve months and carries a 15% annual interest rate, with additional interest provisions. It is convertible at any time from the issue date into common stock at the lesser of $0.033 per share or the defined Market Price, subject to standard anti-dilution adjustments.
Existing security, pledge, and guarantee agreements with multiple Nightfood affiliates and related parties were amended to include this new note, reinforcing the secured nature of the debt. The securities were issued in a private placement under Section 4(a)(2) and Rule 506(b), and the common shares issuable upon conversion are unregistered and subject to resale restrictions absent registration or an exemption.
Nightfood Holdings, Inc. reported that it plans to launch a manufacturing expansion initiative to onboard a significantly larger, globally scaled manufacturing partner. The goal is to ensure the company can support projected increases in customer demand across enterprise, franchise, and multi-location deployments beginning in 2026. This update was shared through a press release that is furnished as an exhibit to the report and is not treated as filed financial information.
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.