NIGHTFOOD Holdings (NGTF) files Form 12b-25 delaying Q1 2026 10-Q

Rhea-AI Filing Summary

NIGHTFOOD HOLDINGS, INC. notified the SEC it could not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company stated it was unable, without unreasonable effort or expense, to compile all required disclosures and expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notice is signed by CEO Jimmy Chan and dated May 15, 2026.

Key Figures

Quarter end: March 31, 2026 Expected filing timeframe: fifth calendar day following the prescribed due date Notice date: May 15, 2026 +1 more

4 metrics

Quarter end March 31, 2026 Quarterly Report on Form 10-Q

Expected filing timeframe fifth calendar day following the prescribed due date Commitment to file the delayed Form 10-Q

Notice date May 15, 2026 Date signature by CEO Jimmy Chan

Contact phone 866-291-7778 Contact listed on Form 12b-25

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

""If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b)""

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

""Quarterly Report on Form 10-Q for the quarter ended March 31, 2026""

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

""filed on or before the fifth calendar day following the prescribed due date""

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐ Form 10-K		☐ Form 20-F		☐ Form 11-K		☒ Form 10-Q		☐ Form 10-D
		☐ Form N-SAR		☐ Form N-CSR
		For Period Ended:		March 31, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

NIGHTFOOD HOLDINGS, INC.

Full Name of Registrant

Former Name if Applicable

13501 South Main Street

Address of Principal Executive Office (Street and Number)

Los Angeles, CA 90016

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The Registrant expects to file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

SEC 1344 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Jimmy Chan		866		291-7778
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
		Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
		Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

NIGHTFOOD HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 15, 2026		By:	/s/ Jimmy Chan
				Jimmy Chan
				CEO

FAQ

Why did NIGHTFOOD (NGTF) file a Form 12b-25?

The company says it could not compile all required disclosures without unreasonable effort or expense. The notice explains the delay relates to preparing the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

When does NIGHTFOOD expect to file the delayed Form 10-Q?

NIGHTFOOD expects to file the Quarterly Report no later than the fifth calendar day following the prescribed due date. The filing states this timing commitment in the Part III narrative of the Form 12b-25.

Who signed the Form 12b-25 for NIGHTFOOD (NGTF)?

The Form 12b-25 was signed by CEO Jimmy Chan on behalf of NIGHTFOOD. The signature block on the notice shows the date May 15, 2026 and the authorized signer as Jimmy Chan.

Has NIGHTFOOD filed other required reports in the past 12 months?

The Form 12b-25 includes a checkbox for whether all other periodic reports were filed; the notice does not identify any missing prior reports. The excerpt shows the standard section but provides no exception details.