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

Rhea-AI Filing Summary

Nightfood Holdings, Inc. (NGTF) reported that it amended its Articles of Incorporation on November 19, 2025. The amendment increases the company’s authorized common stock, par value $0.001 per share, from 200,000,000 to 900,000,000 shares. This change expands the maximum number of common shares the company is permitted to issue in the future but does not itself issue any new shares.

The amendment was unanimously approved by the board of directors and also approved by the holder of the Series A Super Voting Preferred Stock, which has a majority of the company’s voting power. The amendment is filed as Exhibit 3.1 to this report and is incorporated by reference.

Insights

Equity structure and governance analyst

Nightfood greatly expands its authorized share capacity, with board and control-holder approval.

Nightfood increased its authorized common stock from 200,000,000 to 900,000,000 shares through an amendment to its Articles of Incorporation. Authorized shares are the maximum the company can issue, so this move significantly raises potential future equity issuance capacity without immediately changing the current share count.

The change was unanimously approved by the board and by the majority stockholder of the Series A Super Voting Preferred Stock, which holds a majority of the voting power. This shows that holders with effective control support the larger authorization. Any future use of these additional authorized shares would be detailed in subsequent company disclosures.

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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 19 , 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 November 19, 2025, the articles of incorporation (the “Articles of Incorporation”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Articles”), the Amended Articles increased the authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 200,000,000 to 900,000,000.

NGTF’s board of directors unanimously approved the Amended Articles. The Amended Articles was also approved by the affirmative vote of majority stockholder of the Series A Super Voting Preferred Stock entitling it to a majority of the voting power. The forgoing description of the Amended Articles Stock is qualified in its entirety by reference to the Amended Articles, 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 Articles of Incorporation
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 19, 2025

NIGHTFOOD HOLDINGS, INC.
By:	/s/ JIMMY CHAN

FAQ

What change did Nightfood Holdings (NGTF) report in its latest 8-K?

Nightfood Holdings reported an amendment to its Articles of Incorporation that increases the authorized shares of its common stock, par value $0.001 per share, from 200,000,000 to 900,000,000 shares.

Does the Nightfood (NGTF) amendment issue new shares of common stock?

The amendment increases the authorized number of common shares to 900,000,000 but does not itself issue any new shares. It only changes the maximum number the company is allowed to issue.

Who approved the increase in authorized shares for Nightfood Holdings (NGTF)?

The increase in authorized common shares was unanimously approved by Nightfood’s board of directors and was also approved by the majority stockholder of the Series A Super Voting Preferred Stock, which holds a majority of the voting power.

What is the par value of Nightfood Holdings (NGTF) common stock after the amendment?

The par value of Nightfood’s common stock remains $0.001 per share; the amendment only changes the authorized number of shares from 200,000,000 to 900,000,000.

Where can investors find the full text of Nightfood’s charter amendment?

The amendment to the Articles of Incorporation is filed as Exhibit 3.1 to the report and is incorporated by reference.

What form did Nightfood Holdings (NGTF) use to report this change?

Nightfood reported the amendment to its Articles of Incorporation on a Form 8-K under the item for amendments to articles of incorporation or bylaws.