[8-K] NightFood Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Nightfood Holdings (NGTF) amended the Certificate of Designation for its Series B Preferred Stock. Effective upon filing on October 30, 2025, conversion of all outstanding Series B can be carried out with the vote or written consent of holders owning at least 50.1% of the Series B. Each Series B share is now convertible into 8,366 shares of common stock.

Previously, each holder could, at their option, convert Series B into common stock and warrants until March 31, 2026. The board unanimously approved the amendment, and a majority stockholder of the Series B approved it as well. The company states no other material changes to the Series B terms.

Insights

Capital markets attorney

Majority‑triggered conversion replaces individual holder option.

The amendment centralizes the conversion decision for Series B Preferred. Instead of each holder converting at will until March 31, 2026, a 50.1% Series B vote can effectuate conversion of all outstanding Series B. The conversion ratio is set at 8,366 common shares per Series B share.

Board unanimity and approval by a Series B majority stockholder indicate formal corporate authorization. Actual effects on the common equity base depend on whether majority holders choose to act; timing is tied to their decision.

Key items: the operative threshold (50.1%), the ratio (8,366:1), and the shift from individual to majority action effective on October 30, 2025.

false --06-30 0001593001 0001593001 2025-10-30 2025-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 30, 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 30, 2025, the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Series B COD”) by amending the method of converting the Series B Preferred Stock into common stock, par value $0.0001 per share (“Common Stock”). Prior to amending the conversion method, each holder of Series B Preferred Stock had the right at such holder’s option, at any time or from time to time, to convert Series B Preferred Stock into Common Stock and warrants to purchase Common Stock until March 31, 2026. Effective as of filing the Amended Series B COD, the conversion of all outstanding shares of the Series B Preferred Stock to the Company’s Common Stock can be effectuated upon the vote or written consent of holders owning at least 50.1% of all the outstanding shares of Series B Preferred Stock. Each share of Series B Preferred Stock shall be convertible into 8,366 shares of Common Stock. No other material changes were made to the Amended Series B COD.

NGTF’s board of directors unanimously approved the Amended Series B COD. The Amended Series B COD was also approved by the affirmative vote of majority stockholder of the Series B Preferred Stock entitling it to a majority of the voting power. The forgoing description of the amendment to the Series B Preferred Stock is qualified in its entirety by reference to the Amended Series B COD, which is filed as Exhibits 3.1 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No		Description
3.1		Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock
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: October 31, 2025

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

FAQ

What did NGTF change about its Series B Preferred conversion?

Conversion can now be effectuated for all outstanding Series B upon a vote or written consent of holders owning at least 50.1% of the Series B.

What is the new Series B conversion ratio for NGTF?

Each share of Series B Preferred is convertible into 8,366 shares of common stock.

How did the prior conversion right for Series B work at NGTF?

Previously, each holder could convert at their option into common stock and warrants until March 31, 2026.

Who approved NGTF’s Series B amendment?

It was unanimously approved by the board of directors and by a majority stockholder of the Series B entitled to a majority of the voting power.

When did the NGTF Series B amendment become effective?

It became effective upon filing on October 30, 2025.

Were other terms of the Series B changed?

The company states there were no other material changes to the Series B terms.