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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 |
|
