UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
| ☐ |
Preliminary
Information Statement |
| ☒ |
Definitive
Information Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
NIGHTFOOD
HOLDINGS, INC.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
| ☐ |
Fee
paid previously with preliminary materials |
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11 |
NIGHTFOOD
HOLDINGS, INC.
13501
South Main Street
Los
Angeles, CA 90016
866-291-7778
Notice
of Action Taken Pursuant to Written Consent of Stockholders
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
To
the Stockholders of NightFood Holdings, Inc.:
This
Notice and accompanying Information Statement is being furnished to the stockholders of record of the outstanding common stock, $0.001
par value per share (the “Common Stock”), of NightFood Holdings, Inc. (the “Company,” “we,”
“us” or “our”), a Nevada corporation, as of the close of business on October 7, 2025 (the “Record
Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The
purpose of this Information Statement is to notify our stockholders, in accordance with Chapter 78 of the Nevada Revised Statutes (the
“NRS”), that in lieu of a Special Meeting of the Stockholders of the Company, the holder of 1,000 shares of the Company’s
Series A Super Voting Preferred Stock, representing a majority of the voting power of our issued and outstanding voting capital stock
(such holder, the “Majority Stockholder”) approved the following action (the “Corporate Action”)
on October 7, 2025:
| |
● |
Approval
of the filing of a Certificate of Amendment to the Company’s articles of incorporation, as amended on September 13, 2017 (the
“Amended Articles of Incorporation”), to amend the Company’s authorized number of shares of Common Stock
from 200,000,000 shares to 900,000,000 shares of Common Stock. |
The
foregoing action was approved on October 7, 2025, by the Board of Directors of the Company (the “Board of Directors”).
The Majority Stockholder consent we received constitutes the only stockholder approval required under the NRS, our Amended Articles of
Incorporation, and our Bylaws, to approve the Corporate Action. Our Board of Directors is not soliciting your consent or your proxy in
connection with this action and neither consents nor proxies are being requested from stockholders.
The
action taken by written consent of the Majority Stockholder will not become effective until the date that is twenty (20) calendar days
after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the close of business on
the Record Date.
| By
Order of the Board of Directors, |
|
| |
|
| /s/
Jimmy Chan |
|
Jimmy
Chan
|
|
| Chief
Executive Officer |
|
| |
|
| October
24, 2025 |
|
TABLE
OF CONTENTS
| GENERAL INFORMATION |
1 |
| CORPORATE ACTION TAKEN |
2 |
| 1. INCREASE OF AUTHORIZED NUMBER OF SHARES OF COMMON STOCK |
2 |
| EFFECTIVE TIME AND IMPLEMENTATION OF THE AMENDMENT |
2 |
| DISSENTER’S RIGHTS OF APPRAISAL |
3 |
| OUTSTANDING VOTING SECURITIES |
3 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
3 |
| MORE INFORMATION |
4 |
| DOCUMENT DELIVERY FOR SHARED ADDRESSES |
4 |
Appendices:
Appendix A – Form of Certificate of Amendment
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF
DIRECTORS
OF THE COMPANY.
WE
ARE NOT ASKING YOU FOR A PROXY, AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
INFORMATION
NightFood
Holdings, Inc., a Nevada corporation, with its principal executive offices located at 13501 South Main Street, Los Angeles, CA 90016,
is sending you this Notice and Information Statement (the “Information Statement”) to notify you of actions that the
Majority Stockholder has taken by written consent in lieu of a special meeting of stockholders. References in this Information Statement
to the “Company,” “we,” “our,” “us,” and “NightFood”
are to NightFood Holdings, Inc., and, to the extent applicable, its subsidiaries. The entire cost of furnishing this Information Statement
will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward the
Information Statement to beneficial owners of the Common Stock held of record by them.
Copies
of this Information Statement are first being mailed on or about October 29, 2025, to the stockholders of record of the outstanding
shares of our Common Stock, $0.001 par value per share (the “Common Stock”), at the close of business on October 7,
2025, which we refer to as the “Record Date.”
Background
On
October 7 , 2025 the following action (the “Corporate Action”) was approved, respectively, by the Board of Directors
of the Company (the “Board of Directors”) and by a written consent of the holder of 1,000 shares of the Company’s
Series A Super Voting Preferred Stock, representing a majority of the voting power of our issued and outstanding voting capital stock
(such holder, the “Majority Stockholder”), in lieu of a special meeting of stockholders:
| |
● |
Approval
of the filing of a Certificate of Amendment to the Company’s articles of incorporation, as amended on September 13, 2017 (the
“Amended Articles of Incorporation”), to amend the Company’s authorized number of shares of Common Stock
from 200,000,000 shares to 900,000,000 shares of Common Stock. |
The
elimination of the need for a formal meeting of the stockholders to approve the Corporate Action is authorized by Section 78.320 of the
Nevada Revised Statutes (the “NRS”), our Amended Articles of Incorporation and our Bylaws. Section 78.320 of the NRS
provides that, unless otherwise provided in the Company’s Articles of Incorporation or Bylaws, any action required or permitted
to be taken at a meeting of the Stockholders may be taken without a meeting if, before or after the action, a written consent thereto
is signed by stockholders holding at least a majority of the voting power. Neither the Company’s Amended Articles of Incorporation
nor its Bylaws prohibit the taking of action by its stockholders by written consent. Prompt notice of any such action taken by written
consent must be provided to all holders of our Common Stock as of the Record Date. Further, according to Section 78.390(1)(b) of the
NRS, an action by the stockholders on a matter (other than the election of directors) is approved if stockholders holding shares representing
at least a majority of the voting power have approved the amendment.
In
order to eliminate the costs and management time involved in holding a special meeting, the Corporate Action was approved by the written
consent of the Majority Stockholder in lieu of a special meeting of stockholders.
This
Information Statement shall constitute notice to you of the Majority Stockholder taking action by written consent under Section 78.320
of the NRS.
The
consent of the Majority Stockholder we received constitutes the only stockholder approval required under the NRS, our Amended Articles
of Incorporation and our Bylaws, to approve the Corporate Action. Our Board of Directors is not soliciting your consent or your proxy
in connection with this action and neither consents, nor proxies are being requested from stockholders.
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Exchange Act to our stockholders of record
as of the close of business on the Record Date. The actions approved by the Majority Stockholder will be effective no earlier than twenty
(20) days after the date this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record
Date, which we expect to be on or approximately October 29, 2025. Stockholders may also request a copy of the Information Statement
by contacting our main office at 866-291-7778.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them
and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
CORPORATE
ACTION TAKEN
This
Information Statement contains a brief summary of the material aspects of the Corporate Action approved by the members of the Board of
Directors of the Company and the Majority Stockholder.
| 1. |
Approval
of the Increase of Authorized Number of Shares of Common Stock to Nine Hundred Million (900,000,000) Shares |
On
October 7, 2025, our Board of Directors and the Majority Stockholder, respectively, approved the increase of the Company’s authorized
number of shares of Common Stock from 200,000,000 shares to 900,000,000 shares of Common Stock (the “Share Increase”),
and the filing of a Certificate of Amendment (the “Amendment”) to the Company’s Amended Articles of Incorporation
with the Secretary of State of Nevada to reflect such increase. The Certificate of Amendment is attached hereto as Appendix A
and is subject to non-material technical, administrative or similar changes and modifications by the officers of the Company, in order
to comply with NRS.
The
Amendment has no effect on the par value of the Company’s Common Stock.
The
purpose of the Share Increase is to provide the Board of Directors with the flexibility to issue additional shares of Common Stock in
types of transactions which the Board of Directors believes may be accretive to stockholders, including acquisitions, consulting and
employment relationships, and fundraisings.
As
a result of the Share Increase, there will be 901,000,000 total authorized shares of capital stock of the Company, consisting of 900,000,000
shares of Common Stock, having a par value of $0.001 per share, and 1,000,000 shares of preferred stock of the Company, having a par
value of $0.001 per share.
The
Company’s stockholders will not realize any dilution in their ownership or voting rights as a result of the increase in authorized
shares of our Common Stock, but may experience dilution to the extent additional shares are issued in the future if the terms on which
the shares are less favorable than the contemporaneous market value of the Company’s Common Stock.
EFFECTIVE
DATE AND IMPLEMENTATION OF THE AMENDMENT
Pursuant
to Rule 14c-2(b) promulgated under the Exchange Act, the Corporate Action will not become effective until at least 20 calendar days after
the first mailing of this Information Statement to our stockholders as of the close of business on the Record Date (the date immediately
following such period being the “Effective Date”). The Company currently anticipates that the Share Increase will
become effective on the Effective Date.
DISSENTER’S
RIGHTS OF APPRAISAL
Pursuant
to the NRS, the Company’s Amended Articles of Incorporation, and our Bylaws, stockholders do not have any dissenter’s rights
or appraisal rights in connection with the approval of the Corporate Action described in this Information Statement.
OUTSTANDING
VOTING SECURITIES
Our
voting securities consist of our shares of Common Stock and shares of Series A Super Voting Preferred Stock, $0.001 par value per share
(“Series A Preferred Stock”). Each share of Common Stock is entitled to one (1) vote on all matters submitted to stockholders.
Each share of Series A Preferred Stock is entitled to a number of votes equal to the total votes of all other equity securities of the
Company, plus one (1), and as a result, the holder of the Series A Preferred maintains majority voting control over the Company, regardless
of the total number of votes held by other stockholders. Our shares of Series B Preferred Stock, Series C Convertible Preferred Stock,
and Series D Convertible Preferred Stock, each such preferred stock of $0.001 par value per share, do not have voting rights.
On
the Record Date, there were issued and outstanding (a) 151,941,921 shares of Common Stock and (b) 1,000 shares of Series A Preferred
Stock.
On
October 7, 2025, the Majority Stockholder executed a written consent that approved the Corporate Action described in this Information
Statement and, because the Corporate Action has been approved, this Information Statement does not solicit proxies.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our voting capital stock as of October 7, 2025, the Record
Date, for (i) each named executive officers and directors; (ii) all named executive officers and directors as a group; and (iii) each
other stockholder known to us owning more than 5% of our outstanding shares of Common Stock.
Beneficial
ownership complies with SEC rules, generally including voting or investment power over securities. A person or group is deemed to have
“beneficial ownership” of any shares they can acquire within sixty (60) days. For percentage calculations, any shares that
a person can acquire within sixty (60) days are considered issued and outstanding for that person but not for others. This table does
not imply beneficial ownership admission by anyone listed.
Name of Beneficial Owner | |
Series A Preferred Stock(11) | | |
Common Stock Owned | | |
Shares Issuable upon Conversion (7) | | |
Total Beneficial Ownership | | |
Percentage of Common Stock Outstanding (10) | |
| Jimmy Chan | |
| | | |
| - | | |
| 39,083,333 | | |
| 39,083,333 | | |
| 5.57 | % |
| James Steigerwald | |
| | | |
| - | | |
| 27,300,000 | | |
| 27,300,000 | | |
| 3.89 | % |
| Ried Floco | |
| | | |
| 585,000 | | |
| 56,260,000 | | |
| 56,845,000 | | |
| 8.10 | % |
| Lei Sonny Wang | |
| | | |
| - | | |
| 13,500,000 | | |
| 13,500,000 | | |
| 1.92 | % |
| Christopher Dieterich | |
| | | |
| - | | |
| - | | |
| - | | |
| 0.00 | % |
| Thomas Morse | |
| | | |
| 216,494 | | |
| - | | |
| 216,494 | | |
| 0.03 | % |
| All directors and officers as a group (6 persons) | |
| | | |
| 801,494 | | |
| 136,143,333 | | |
| 136,944,827 | | |
| 19.51 | % |
| Jimmy Chan | |
| 1000 | | |
| | | |
| | | |
| | | |
| 100 | % |
| |
1- |
Chief
Executive Officer and Chief Financial Officer |
| |
|
|
| |
2- |
Chairman
and Chief Operating Officer |
| |
3- |
President
and Director |
| |
|
|
| |
4- |
Chief
Revenue Officer and Director |
| |
|
|
| |
5- |
Independent
Director |
| |
|
|
| |
6- |
Independent
Director |
| |
|
|
| |
7- |
Represents
shares of common stock issuable conversion of the Company’s Series C, convertible preferred stock that is vested and exercisable.
These shares can be converted into common stock at a rate of 1:6,000, and voted accordingly at June 30, 2025. |
| |
|
|
| |
8- |
Jimmy
Chan has an equivalent 39,000,000 equivalent shares of common stock for shares vested for services rendered. Additionally, 83,333
fully vested shares were obtained in connection with the acquisition of SWC Group, Inc. on March 31, 2025 in which the shares were
issued to Sugarmade, Inc. an entity controlled by Jimmy Chan. |
| |
|
|
| |
9- |
Ried
Floco has an equivalent 56,250,000 equivalent shares of common stock for shares vested for services rendered. Additionally, 10,000
fully vested shares were obtained in connection with the acquisition of Skytech on March 31, 2025, an entity controlled by Ried Floco. |
| |
|
|
| |
10- |
Based
on 702,054,354 shares of common stock outstanding as of June 30, 2025. For each individual, the percentage is calculated based on
total shares outstanding plus any shares such individual has the right to acquire within 60 days. |
| |
|
|
| |
11- |
Shares
of Series A Preferred Stock have a number of votes equal to the number of votes then held or entitled to be made by all other equity
securities of the Company plus one (1). |
MORE
INFORMATION
We
file periodic reports, proxy statements and other information with the SEC. You may read and copy materials we file with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. You may request
a copy of documents filed with or furnished to the SEC by us, at no cost, by writing to the attention of our Corporate Secretary, or
by telephoning the Company at 866-291-7778.
DOCUMENT
DELIVERY FOR SHARED ADDRESSES
We
appreciate your cooperation with our effort to send fewer mailings to households that share an address. If we are sending one copy of
our documents to a shared address but you would prefer your own copy, just let us know. You can request this by writing or calling us
at the contact details provided. If you are currently receiving multiple copies at a shared address and would prefer just one copy for
the household, please inform us in the same way.
| By
Order of the Board of Directors, |
|
| |
|
| /s/
Jimmy Chan |
|
Jimmy
Chan
|
|
| Chief
Executive Officer |
|
| |
|
| October
24, 2025 |
|
Appendix
A
CERTIFICATE
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION OF
NIGHTFOOD
HOLDINGS, INC.
NightFood
Holdings, Inc., a corporation organized and existing in the State of Nevada (the “Company”), hereby certifies as follows:
| |
1. |
The
first paragraph of Article 3 of the Articles of Incorporation of the Company, as amended, shall be deleted in its entirety and replaced
with the following: |
“Article
3. The total number of shares of stock which the Corporation shall have the authority to issue is Nine Hundred One Million (901,000,000)
shares of capital stock, classified as (i) Nine Hundred Million shares of common stock, par value $0.001 per share (“COMMON STOCK”)
and (ii) One Million (1,000,000) shares of preferred stock, par value $0.001 per shares (“PREFERRED STOCK”). The stockholders
shall have no preemptive rights to acquire any shares of this Corporation. There shall be no cumulative voting by stockholders.”
| |
2. |
Except
as set forth in this Certificate of Amendment, the Articles of Incorporation of the Company, as amended, shall remain in full force
and effect. |
| |
|
|
| |
3. |
This
Certificate of Amendment has been approved and duly adopted by the Company’s Board of Directors and stockholders. |
| |
|
|
| |
4. |
This
Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on [__], 2025. |
IN
WITNESS WHEREOF, said Company has caused this certificate to be signed on [___], 2025.
| By: |
|
|
| Name: |
Jimmy
Chan |
|
| Title: |
Chief
Executive Officer |
|
