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

Rhea-AI Filing Summary

Nightfood Holdings, Inc. reported that it issued a shareholder press release on November 20, 2025 detailing its quarterly results and operational progress for the period ended September 30, 2025. The company is using this current report on Form 8-K to make that information broadly available under Regulation FD, which is designed to ensure fair disclosure to all investors. The press release is provided as an exhibit to the filing but is furnished rather than filed, meaning it is not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.

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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): November 20, 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 7.01 Regulation FD Disclosure

On November 20, 2025, Nightfood Holdings, Inc. (the “Company”) issued a press release to shareholders detailing the September 30, 2025 quarterly results and significant 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
3.1		Press Release dated November 20, 2025
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: November 20, 2025

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

FAQ

What did Nightfood Holdings, Inc. (NGTF) announce in this 8-K filing?

Nightfood Holdings, Inc. announced that it issued a press release to shareholders on November 20, 2025 describing its September 30, 2025 quarterly results and operational progress.

Which period’s results are referenced in Nightfood (NGTF)'s press release?

The press release discussed in the filing covers Nightfood’s quarterly results and significant operational progress for the period ended September 30, 2025.

How is the Nightfood (NGTF) press release included in this 8-K?

The press release is included as Exhibit 3.1 titled “Press Release dated November 20, 2025,” and is furnished as part of the 8-K under Item 7.01.

Is the Nightfood (NGTF) press release considered filed with the SEC?

No. The company states that the information in Item 7.01, including Exhibit 3.1, is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act.

Can the Nightfood (NGTF) press release be incorporated into other SEC filings?

The company explains that the Item 7.01 information, including the press release, will not be incorporated by reference into other securities filings unless expressly set forth by specific reference in a future filing.

Who signed this Nightfood Holdings, Inc. (NGTF) 8-K report?

The report was signed on behalf of Nightfood Holdings, Inc. by Jimmy Chan, who is identified as the company’s Chief Executive Officer as of November 20, 2025.