Nightfood Holdings (OTC: NGTF) boosts Series C preferred stock designation

Rhea-AI Filing Summary

Nightfood Holdings, Inc. disclosed that it has amended the Certificate of Designation for its Series C Convertible Preferred Stock. The company increased the number of shares designated as Series C Preferred Stock from 500,000 to 800,000, effective upon filing the amended certificate. The board of directors unanimously approved this change, and the company stated that no other material changes were made to the terms, preferences, rights, or limitations of the Series C Preferred Stock. The amendment is included as an exhibit to the report for reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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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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): December 3, 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 December 3, 2025, the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Series C COD”) by increasing the number of shares designated as Series C Preferred Stock. Prior to filing the Amended Series C COD there were 500,000 shares designated as Series C Preferred Stock. Effective as of filing the Amended Series C COD, the number of shares designated as Series C Preferred Stock is 800,000 shares. No other material changes were made to the Amended Series C COD.

NGTF’s board of directors unanimously approved the Amended Series C COD. The forgoing description of the amendment to the Series C Preferred Stock is qualified in its entirety by reference to the Amended Series C 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 C Convertible 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: December 5, 2025

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

FAQ

What corporate change did Nightfood Holdings (NGTF) report in this 8-K?

Nightfood Holdings reported an amendment to the Certificate of Designation for its Series C Convertible Preferred Stock, increasing the number of shares designated for that series.

How many Series C Preferred shares is Nightfood Holdings (NGTF) now authorized to designate?

The number of shares designated as Series C Convertible Preferred Stock was increased from 500,000 to 800,000 shares.

Did Nightfood Holdings (NGTF) change any other terms of the Series C Preferred Stock?

The company stated that no other material changes were made to the preferences, rights, or limitations of the Series C Preferred Stock besides increasing the designated share amount.

Who approved the amendment to Nightfood Holdings' Series C Preferred Stock designation?

The amendment to the Series C Convertible Preferred Stock designation was unanimously approved by Nightfood Holdings’ board of directors.

Where can investors find the full details of Nightfood Holdings' amended Series C Certificate of Designation?

The full text of the amendment is included as Exhibit 3.1 to the report and is incorporated by reference.

Does this Nightfood Holdings (NGTF) filing involve a change in fiscal year or financial results?

No, the filing focuses on an amendment to the Series C Preferred Stock designation and does not present financial results or a change in fiscal year.