Nightfood Hldgs SEC Filings

Nightfood Holdings, Inc. (NGTF) changed its independent auditor. On October 28, 2025, the company dismissed Fruci & Associates II, PLLC and engaged TAAD, LLP as its new independent registered public accounting firm, a move approved by the board acting as the audit committee.

Fruci’s reports on the financial statements for the fiscal years ended June 30, 2025 and June 30, 2024 contained an emphasis regarding substantial doubt about the company’s ability to continue as a going concern, but otherwise were not adverse and not qualified as to audit scope or accounting principles. The company reports no disagreements with Fruci and no reportable events during the stated periods. Nightfood requested Fruci to provide a letter to the SEC, dated October 31, 2025, filed as Exhibit 16.1. The company also states it did not consult TAAD on accounting or audit opinions prior to the engagement.

Nightfood Holdings (NGTF) amended the Certificate of Designation for its Series B Preferred Stock. Effective upon filing on October 30, 2025, conversion of all outstanding Series B can be carried out with the vote or written consent of holders owning at least 50.1% of the Series B. Each Series B share is now convertible into 8,366 shares of common stock.

Previously, each holder could, at their option, convert Series B into common stock and warrants until March 31, 2026. The board unanimously approved the amendment, and a majority stockholder of the Series B approved it as well. The company states no other material changes to the Series B terms.

NightFood Holdings, Inc. (NGTF) approved an amendment to increase its authorized common stock from 200,000,000 to 900,000,000 shares. The change was approved on October 7, 2025 by the Board and a Majority Stockholder holding 1,000 shares of Series A Super Voting Preferred Stock via written consent, so no stockholder meeting or proxies are required.

The amendment becomes effective no earlier than 20 calendar days after this information statement is first mailed to stockholders of record. Total authorized capital after the change will be 901,000,000 shares, consisting of 900,000,000 common and 1,000,000 preferred, with no change to par value. The company states the additional shares are intended to provide flexibility for acquisitions, consulting and employment arrangements, and fundraising. Stockholders do not have appraisal or dissenter’s rights for this action.

Each Series A Super Voting Preferred share carries votes equal to all other equity votes plus one, giving the holder continuing majority voting control.

Nightfood Holdings (NGTF) entered a financing agreement, issuing a senior secured promissory note with a principal amount of $2,270,000 to Mast Hill Fund, L.P. The note carries a 15% original issue discount, resulting in $1,929,500 in net proceeds to the company after transaction-related withholdings. It bears 15% annual interest and matures in 12 months.

The note is convertible at any time at the lesser of $0.033 per share or the defined Market Price, with customary adjustments for corporate actions. To secure the obligation, Nightfood amended its existing Security Agreement, Pledge Agreement, and Guarantee to incorporate the new note and related collateral arrangements.

Nightfood Holdings entered an Equity Purchase Agreement with Mast Hill Fund to sell, from time to time, up to $25 million of newly issued common stock in a private placement, with pricing based on an Initial Purchase Price defined in the agreement. The company plans to use any net proceeds for working capital and general corporate purposes.

Nightfood issued a warrant to purchase 6,000,000 shares at $0.10 per share, immediately exercisable and expiring five years from issuance. The company agreed not to enter a Variable Rate Transaction or Equity Line of Credit without the investor’s consent until the later of 18 months or termination, and granted the investor an offer right for at least 20% of any Subsequent Placement. The securities were issued under Section 4(a)(2). Nightfood will file a Form S-1 within 60 days to register the maximum number of registrable securities and use commercially reasonable efforts to have it declared effective within 90 days of filing.

Nightfood Holdings, Inc. (dba TechForce Robotics) filed its annual report for the year ended June 30, 2025. The company shifted into hospitality automation and packaging distribution, completing the acquisitions of Future Hospitality Ventures (RoboOp365) on February 2, 2024 and SWC Group and Skytech on March 31, 2025. It later acquired two California hotel assets in the first fiscal quarter of 2026, including a $39 million all‑share deal for the 155‑room Holiday Inn Victorville on August 27, 2025 and a $24 million Hilton Garden Inn Palm Springs – Ranch Mirage on September 30, 2025, both settled in Series C Convertible Preferred Stock with earn‑outs.

Operations began generating revenue, with revenues of $482,285 and cost of sales of $412,503. A $897,542 goodwill impairment, higher G&A of $3,673,760, and financing‑related charges led to a net loss of $8,115,878 and loss from continuing operations of $7,936,184. Cash was $350,231 at June 30, 2025, with a working capital deficit of $10,688,767, stockholders’ deficit of $(17,332,174), and accumulated deficit of $46,753,844, raising substantial doubt about going concern.

The company issued unregistered securities for services, including 94,250 shares of Series C and 2,000 shares of Series C (as‑converted bases disclosed), and 8,003,164 common shares upon note conversions. Shares outstanding were 151,941,921 as of October 14, 2025. The company reports no material legal proceedings and no material cybersecurity incidents to date.

NightFood Holdings, Inc. is increasing its authorized common stock from 200,000,000 to 900,000,000 shares, following written consent from the holder of all 1,000 shares of its Series A Super Voting Preferred Stock, which controls a majority of voting power. Including preferred stock, total authorized capital will be 901,000,000 shares, all with a par value of $0.001, and stockholders have no preemptive or cumulative voting rights.

The Board and the majority voting holder approved this amendment without holding a stockholders’ meeting, as permitted under Nevada law, and it becomes effective at least 20 days after this information statement is mailed. As of October 7, 2025, there were 151,941,921 shares of common stock outstanding, and the Series A Preferred Stock structure ensures its holder maintains voting control. The company notes that current stockholders will not be diluted by the increase itself, but future issuances of common stock may dilute ownership depending on the terms of any transactions.

Nightfood Holdings, Inc. completed the acquisition of Treasure Mountain Holdings, LLC, which does business as a Hilton Garden Inn, through a share exchange on September 30, 2025. The deal values Treasure Mountain at $52,780,080, with a purchase price of $42,280,080 and a potential earnout of up to $4,800,000.

The purchase price was paid in 176,167 shares of Series C Convertible Preferred Stock, each convertible into 6,000 shares of common stock, with up to 20,000 additional preferred shares issuable if post-closing milestones are met. These milestones include completing and building out five new guestrooms and obtaining all required occupancy permits by December 31, 2027. The company also committed to having $100,000 in cash working capital at closing and relied on a private offering exemption for the unregistered equity issuance.

Nightfood Holdings, Inc. filed Amendment No. 3 to a previously reported Form 8-K to add financial information that had been omitted under the allowed timing rules. The amendment supplies audited financial statements for SWC Group, Inc. d/b/a CarryOutSupplies.com for the years ended June 30, 2024 and 2023, along with the related auditor consent from Fruci & Associates II, PLLC. The update is presented as an exhibit-only change, with no new business developments described.