Nightfood (NGTF) appoints TAAD as auditor; no disagreements

Nightfood Holdings, Inc. (NGTF) changed its independent auditor.

Rhea-AI Filing Summary

Nightfood Holdings, Inc. (NGTF) changed its independent auditor. On October 28, 2025, the company dismissed Fruci & Associates II, PLLC and engaged TAAD, LLP as its new independent registered public accounting firm, a move approved by the board acting as the audit committee.

Fruci’s reports on the financial statements for the fiscal years ended June 30, 2025 and June 30, 2024 contained an emphasis regarding substantial doubt about the company’s ability to continue as a going concern, but otherwise were not adverse and not qualified as to audit scope or accounting principles. The company reports no disagreements with Fruci and no reportable events during the stated periods. Nightfood requested Fruci to provide a letter to the SEC, dated October 31, 2025, filed as Exhibit 16.1. The company also states it did not consult TAAD on accounting or audit opinions prior to the engagement.

Insights

Audit & Governance Analyst

Auditor change disclosed; no disagreements reported; going concern noted.

Nightfood replaced Fruci with TAAD, LLP as independent auditor effective October 28, 2025. The board acting as audit committee approved the change. Fruci’s prior audit opinions for fiscal years ended June 30, 2025 and June 30, 2024 included a going concern emphasis, but were otherwise unqualified.

No disagreements or reportable events were disclosed with Fruci. A confirming letter from Fruci, dated October 31, 2025, is filed as Exhibit 16.1. The company states it did not consult TAAD on accounting applications or audit opinions before engagement. Actual impact will depend on future audits and any changes in audit findings.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nightfood Holdings (NGTF) announce in this 8-K?

The company dismissed Fruci & Associates II, PLLC and engaged TAAD, LLP as its independent registered public accounting firm effective October 28, 2025.

Did NGTF report any disagreements with its former auditor?

No. The company states there were no disagreements with Fruci on accounting principles, disclosure, or audit procedures during the reported periods.

What did prior audit reports say about Nightfood’s financial statements?

Fruci’s reports for fiscal years ended June 30, 2025 and June 30, 2024 included an emphasis of substantial doubt about the company’s ability to continue as a going concern.

Who approved the auditor change at NGTF?

The board of directors, acting as the audit committee, approved the decision to change auditors.

Did Nightfood consult TAAD, LLP before the engagement?

No. The company states it did not consult TAAD on accounting principles or the type of audit opinion prior to engagement.

What exhibit accompanies this disclosure?

Exhibit 16.1: a letter from Fruci & Associates II, PLLC to the SEC dated October 31, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/03/2025 - 04:00 PM EST Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 28, 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

Item 4.01 Changes in Registrant’s Certifying Accountant.

On October 28, 2025, Nightfood Holdings, Inc. (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) as its independent registered public accountancy firm, and engaged TAAD, LLP (“TAAD”) as the Company’s new independent registered public accounting firm.

The reports of Fruci regarding the Company’s financial statements for the fiscal years ended June 30, 2025 and June 30, 2024, respectively, being the two most recent fiscal years for which the Company has filed financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

The board of directors of the Company, acting as the audit committee, approved the decision to change the Company’s independent accountants.

For the period from engagement with Fruci on April 8, 2024 through October 28, 2025, the Company had no disagreements with Fruci (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference thereto in connection with its report.

During the two most recent fiscal years and through October 28, 2025, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K),

The Company requested Fruci to furnish it with a letter addressed to the SEC stating whether or not Fruci agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated October 31, 2025, is filed as Exhibit 16.1 to this current report on Form 8-K.

During the Company’s fiscal years ending June 30, 2025, and 2024, respectively, and through October 28, 2025, neither the Company nor anyone on the Company’s behalf consulted with TAAD regarding any of the following:

(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No		Description
16.1		Letter from Fruci & Associates II, PLLC
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.

Date: November 03, 2025

NIGHTFOOD HOLDINGS, INC.
By:	/s/ JIMMY CHAN
Name:	Jimmy Chan
Title:	Chief Executive Officer