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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): February 24, 2026
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
7.01 Regulation FD Disclosure
On
February 24, 2026, Nightfood Holdings, Inc. (the “Company”), issued a press release announcing the filing of its December
31, 2025 quarterly results and highlights of its operational progress.
A
copy of the press release is furnished herewith as Exhibit 99.1.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No |
|
Description |
| 99.1 |
|
Press Release dated February 24, 2026 |
| 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:
February 24, 2026
| NIGHTFOOD
HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
JIMMY CHAN |
|
| Name: |
Jimmy Chan |
|
| Title: |
Chief
Executive Officer |
|
Exhibit 99.1
Nightfood
Holdings Reports Its Form 10-Q for the period ended Dec. 31, 2025
Highlights
include platform buildout, revenue initiation, and strategic expansion
LOS
ANGELES – Feb. 24, 2026 – via IBN – Nightfood Holdings, Inc. dba TechForce Robotics (OTCQB: NGTF) (“Nightfood,”
or the “Company”), an AI-driven service robotics and hospitality technology company, today announced the filing of its Quarterly
Report on Form 10-Q for the period ended Dec. 31, 2025.
The
Company believes this filing reflects a transformational period during which Nightfood established the infrastructure necessary to support
long-term revenue growth and scalable robotics deployment across hospitality environments.
The
Form 10-Q is available at www.sec.gov and may also be accessed directly via the Company’s filings page.
Hospitality-Centered
AI Platform Now in Place
During
the six-month period ended Dec. 31, 2025, Nightfood:
| ● | Initiated
revenue-generating operations across three operating segments: |
| ○ | Foodservice
Packaging Distribution |
| ○ | Robotics-as-a-Service
(RaaS) |
| ● | Integrated
strategic acquisitions, including: |
| ○ | SWC
Group, Inc. (CarryOutSupplies.com) |
| ○ | TechForce
Robotics, Inc. and Future Hospitality Ventures Holdings |
| ○ | Two
California hotel properties located in Victorville and Rancho Mirage |
| ● | Commenced
early-stage Robotics-as-a-Service deployments |
| ● | Established
hospitality properties as live commercial testing and scaling environments for automation
technologies |
For
the period, the Company reported:
| ● | $2.97
million in revenue for the six months ended Dec. 31, 2025 |
| ● | $129.6
million in total assets as of Dec. 31, 2025 |
Management
believes these results reflect the completion of critical structural groundwork necessary to scale initiatives throughout fiscal 2026
and beyond.
Structural
Expansion Supports Robotics Scaling Strategy
Nightfood’s
strategic acquisitions during fiscal 2025 were designed to vertically integrate robotics deployment with real-world hospitality operations.
The
Company’s hotel assets now function as:
| ● | Revenue-generating
hospitality businesses |
| ● | Controlled
deployment environments for robotics and workflow automation |
| ● | Operational
laboratories for refining AI-Enhanced service technologies |
Management
believes this integrated structure meaningfully differentiates Nightfood’s Robotics-as-a-Service platform by enabling real-time
iteration, system refinement, and operational validation prior to broader third-party rollout.
Disciplined
Scaling Toward Production and Deployment
With
its AI enhanced robotics platform established, Nightfood’s operational focus has shifted toward disciplined scaling and execution,
including:
| ● | Expanding
robotics production capacity |
| ● | Accelerating
multi-site deployments |
| ● | Enhancing
system reliability and automation integration |
| ● | Advancing
commercialization RaaS agreements |
Management
believes this structured scaling strategy positions the Company to pursue recurring revenue growth through expanded Robotics-as-a-Service
adoption.
Expansion
Through Recruitment and Strategic Acquisitions
Nightfood
remains actively focused on strengthening its technological capabilities and expanding its product portfolio through:
| ● | Recruitment
of robotics engineers, AI specialists, and advanced product design professionals |
| ● | Strategic
technology acquisitions |
| ● | Collaboration
with technology innovators to accelerate next-generation automation development |
| ● | Partnerships
with manufacturing organizations to support scalable, high-quality production |
The
Company is committed to identifying technologies, strategic partners, and talented teams that expand its robotics capabilities, enhance
intellectual property, improve manufacturing efficiency, and accelerate market penetration across hospitality and related industries.
Management
Commentary
“This
quarter represents a structural milestone,” stated Jimmy Chan, CEO of TechForce Robotics. “We have transitioned from concept
to infrastructure. With revenue now initiated across three segments and hospitality environments under our control, we believe we have
built the operational base required to scale production and deployment of robotics systems. Our focus now turns to disciplined execution,
continuous technology enhancement, and strategic growth,”
About
TechForce Robotics
TechForce
Robotics, Inc., a whollyowned subsidiary of the Company, is an AI-driven service-robotics and automation company focused on developing,
deploying, and scaling autonomous robotic solutions for hospitality, foodservice, and commercial applications. Through a vertically integrated
platform that combines proprietary robotics technology, real-world operating environments, and scalable manufacturing, TechForce is accelerating
the adoption of automation across multiple industries.
About
Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood
Holdings, Inc. is an emerging robotics company focused on deploying AI-powered automation across multiple industries. Hospitality is
the Company’s initial sector of entry, where its Robotics-as-a-Service (RaaS) platform addresses repetitive, labor-intensive, and
operationally constrained tasks. Nightfood’s long-term vision is to expand into additional verticals requiring similar automation
solutions, delivering scalable robotics that improve efficiency, reliability, and revenue generation.
Forward-Looking
Statements
This
press release contains “forward-looking statements” and “forward-looking information”. This information and these
statements, which can be identified by the fact that they do not relate strictly to historical or current facts, are made as of the date
of this press release or as of the date of the effective date of information described in this press release, as applicable. The forward-looking
statements herein relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance
(often, but not always, using words or phrases such as “expects,” “anticipates,” “plans,” “projects,”
“estimates,” “envisages,” “assumes,” “intends,” “strategy,” “goals,”
“objectives” or variations thereof or stating that certain action events or results “may,” “can,”
“could,” “would,” “might,” or “will” be taken, occur or be achieved, or the negative
of any of these terms and similar expressions) and include, without limitation, statements with respect to projected financial targets
that the Company is looking to achieve. All forward-looking statements are based on current beliefs as well as various assumptions made
by and information currently available to the Company’s management team. By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking
statements will not be achieved or that assumptions do not reflect future experience. We caution any person reviewing this press release
not to place undue reliance on these forward-looking statements as several important factors could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions, and intentions expressed in such
forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above
do not occur. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from
time to time by Company or on behalf of the Company except as may be required by law.
Investor
Relations & Media Relations & Corporate Communications Contacts
Investor
Relations
ir@nightfoodholdings.comMedia Relations
media@nightfoodholdings.comCorporate
Communications
Editor@InvestorBrandNetwork.com
IBN | Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000
