Nightfood (NGTF) 8-K/A adds CarryOutSupplies.com audited financials

Rhea-AI Filing Summary

Nightfood Holdings, Inc. filed Amendment No. 3 to a previously reported Form 8-K to add financial information that had been omitted under the allowed timing rules. The amendment supplies audited financial statements for SWC Group, Inc. d/b/a CarryOutSupplies.com for the years ended June 30, 2024 and 2023, along with the related auditor consent from Fruci & Associates II, PLLC. The update is presented as an exhibit-only change, with no new business developments described.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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FAQ

What does Nightfood Holdings (NGTF) report in this 8-K/A Amendment No. 3?

Nightfood Holdings files Amendment No. 3 to a prior Form 8-K to add previously omitted financial information. It provides audited financial statements for SWC Group, Inc. d/b/a CarryOutSupplies.com and related exhibits, without disclosing new operational or strategic changes.

Why did Nightfood Holdings (NGTF) file this additional 8-K/A amendment?

The company filed this amendment solely to include financial information required under Item 9.01 that had been omitted earlier in line with the rules. The update focuses on historical financial statements and an auditor consent, rather than introducing new corporate actions.

Which financial statements are included for SWC Group, Inc. in the Nightfood (NGTF) 8-K/A?

The amendment includes audited financial statements of SWC Group, Inc. d/b/a CarryOutSupplies.com as of and for the years ended June 30, 2024 and 2023. These historical statements provide formal financial detail about the acquired business for those two fiscal years.

What exhibits are attached to Nightfood Holdings (NGTF) 8-K/A Amendment No. 3?

The filing lists a consent from Fruci & Associates II, PLLC as Exhibit 23.1, the audited financial statements of SWC Group, Inc. as Exhibit 99.1, and a Cover Page Interactive Data File as Exhibit 104, all tied to the previously reported transaction.

Does this Nightfood (NGTF) 8-K/A introduce new transactions or just expand prior disclosures?

This amendment is described as being filed solely to add financial information to an earlier Form 8-K. It expands prior disclosures with audited statements and exhibits, rather than announcing new transactions or changes to previously reported events.

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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