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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 4, 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 4, 2026, Nightfood Holdings, Inc. (the “Company”) issued a press release announcing the successful installation
of its autonomous logistics robot, Things in Motion – Everywhere (TIM-E), at the Homewood Suites in Del Mar, California.
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 4, 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 4, 2026
| NIGHTFOOD
HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
JIMMY CHAN |
|
| Name:
|
Jimmy
Chan |
|
| Title: |
Chief
Executive Officer |
|
