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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 |
|
