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Nightfood Holdings, Inc. filed a current report describing the installation of its autonomous logistics robot, named Things in Motion – Everywhere (-E), at the Homewood Suites in Del Mar, California. The company announced this development through a press release that is furnished as an exhibit to the report.
The disclosure is provided under Regulation FD, meaning it is intended to share material information broadly with the market. The press release itself is not treated as filed for liability purposes and will only be incorporated into other securities filings if specifically referenced in the future.
Nightfood Holdings, Inc. filed an amended current report to add detailed financial information related to its previously reported acquisition of Victorville Treasure Holdings, LLC. The amendment supplies audited financial statements for 2023 and 2024, unaudited interim financials for the six months ended June 30, 2025 and 2024, and unaudited pro forma combined financial statements.
These materials are provided as Exhibits 99.1, 99.2, and 99.3 and are incorporated by reference, giving investors a clearer view of Victorville Treasure’s historical results and how the acquisition affects Nightfood’s combined financial position.
Nightfood Holdings, Inc. filed a current report describing a press release about its new beverage dispensing robotic system, called Beverages in Motion – Everywhere (-E). The company highlighted that this proprietary system served more than 5,000 drinks during its debut at the CES 2026 trade show, demonstrating initial usage and engagement at a major technology event.
The press release is attached as Exhibit 99.1, and the company states this information is being furnished under Regulation FD and is not deemed filed or incorporated by reference into other securities law filings unless specifically referenced.
Nightfood Holdings, Inc. filed an amended current report to update disclosure about its acquisition of Treasure Mountain Holdings, LLC, which operates a Hilton Garden Inn in Rancho Mirage. This 8-K/A adds financial details for the acquired business that were omitted from the original October 6, 2025 report.
The amendment files audited financial statements of Treasure Mountain for the years ended December 31, 2024 and 2023, unaudited financial statements for the nine months ended September 30, 2025 and 2024, and unaudited pro forma condensed combined financial statements for the year ended June 30, 2025 and the three months ended September 30, 2025 as exhibits. These statements show how the hotel business and Nightfood’s results would look on a combined basis.
Nightfood Holdings, Inc. entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., issuing a senior secured promissory note with an aggregate principal amount of $1,175,000 at a 15% original issue discount. This structure provides net cash proceeds of $998,750 to the company, before transaction-related expenses.
The note matures in twelve months and carries a 15% annual interest rate, with additional interest provisions. It is convertible at any time from the issue date into common stock at the lesser of $0.033 per share or the defined Market Price, subject to standard anti-dilution adjustments.
Existing security, pledge, and guarantee agreements with multiple Nightfood affiliates and related parties were amended to include this new note, reinforcing the secured nature of the debt. The securities were issued in a private placement under Section 4(a)(2) and Rule 506(b), and the common shares issuable upon conversion are unregistered and subject to resale restrictions absent registration or an exemption.
Nightfood Holdings, Inc. reported that it plans to launch a manufacturing expansion initiative to onboard a significantly larger, globally scaled manufacturing partner. The goal is to ensure the company can support projected increases in customer demand across enterprise, franchise, and multi-location deployments beginning in 2026. This update was shared through a press release that is furnished as an exhibit to the report and is not treated as filed financial information.
Nightfood Holdings, Inc. reported that it will participate in CES 2026, held January 6–9 in Las Vegas, Nevada. The company plans to host booth 6911, where attendees can see live demonstrations and speak with its team about product capabilities, deployment options, and ordering opportunities.
The company describes CES as a global event for tech innovation, covering AI, digital health, mobility, and future technology with major keynotes, product launches, and networking for industry professionals. The related press release is furnished as Exhibit 99.1, and this information is being furnished, not filed, under Regulation FD.
Nightfood Holdings, Inc. reported that it has developed an internal technology platform called Beverage Bot, aimed at helping large-scale venues handle two key operational issues. The system is designed to reduce long service wait times and address lost revenue that can occur when venues do not have enough staff during peak demand periods. Beverage Bot is presented as a tool to improve how drinks are ordered and served in high-traffic environments.
The company shared these details in a press release, which is attached as an exhibit. This update focuses on the technology’s intended operational benefits for venues rather than on financial results or transactions.
Nightfood Holdings, Inc. disclosed that it has amended the Certificate of Designation for its Series C Convertible Preferred Stock. The company increased the number of shares designated as Series C Preferred Stock from 500,000 to 800,000, effective upon filing the amended certificate. The board of directors unanimously approved this change, and the company stated that no other material changes were made to the terms, preferences, rights, or limitations of the Series C Preferred Stock. The amendment is included as an exhibit to the report for reference.
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.