true
0001593001
0001593001
2025-03-31
2025-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 3)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 31, 2025
NIGHTFOOD
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-55406 |
|
46-3885019 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
13501
South Main Street
Los
Angeles, CA 90016
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (866) 291-7778
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
applicable |
|
Not
applicable |
|
Not
applicable |
EXPLANATORY
NOTE
This
Amendment No.3 to the Current Report on Form 8-K filed by NightFood Holdings, Inc. (the “Company”) on September 10,
2024 (the “Original Form 8-K”) as amended on December 19, 2024 and April 2, 2025, is being filed solely to
include the financial information described in Item 9.01 below that was previously omitted in accordance with Item 9.01(a) and Item 9.01(b)
of the Original Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No |
|
Description |
23.1 |
|
Consent Fruci & Associates II, PLLC |
| 99.1 |
|
Audited
financial statements of SWC Group, Inc. d/b/a CarryOutSupplies.com as of and for the years ended June 30, 2024 and 2023. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Nightfood Holdings Inc. |
|
| |
|
|
| By: |
/s/
Jimmy Chan |
|
| Name: |
Jimmy
Chan |
|
| Title: |
Chief
Executive Officer |
|
Date:
October 3, 2025
