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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): August 27, 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
On September 3, 2025, Nightfood Holdings, Inc., a Nevada corporation (the
“Company”), filed a Current Report on Form 8-K to report the acquisition of Victorville Treasure Holdings, LLC, a California
limited liability company. This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by the Company
on September 3, 2025, 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 Form 8-K.
Item
9.01 Financial Statements and Exhibits.
The
Audited Financial Statements and accompanying notes of Victorville Treasure Holdings, LLC, for years ended December 31, 2024 and 2023,
are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
The
Unaudited Financial Statements and accompanying notes of Victorville Treasure Holdings, LLC, for the six months ended June 30, 2025 and
2024 are filed herewith as Exhibit 99.2 and are incorporated herein by reference.
The
Unaudited Pro Forma Condensed Combined Financial Statements and accompanying notes of Victorville Treasure Holdings, LLC, for the year
ended June 30, 2025 and for the three months ended September 30, 2025 are filed herewith as Exhibit 99.3 and are incorporated herein
by reference.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 99.1 |
|
Audited Financial Statements and accompanying notes of Victorville Treasure Holdings, LLC, for the years ended December 31, 2024 and 2023. |
| 99.2 |
|
Unaudited Financial Statements and accompanying notes of Victorville Treasure Holdings, LLC, for the six months ended June 30, 2025 and 2024. |
| 99.3 |
|
Unaudited Pro Forma Condensed Combined Financial Statements and accompanying notes of Victorville Treasure Holdings, LLC, for the year ended June 30, 2025 and the three months ended September 30, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
| *
The schedules and exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
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 thereunto duly authorized.
Date:
February 3, 2026
| |
NIGHTFOOD
HOLDINGS, INC. |
| |
|
| |
By: |
/s/
JIMMY CHAN |
| |
Name: |
Jimmy
Chan |
| |
Title: |
Chief
Executive Officer |
