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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.
Nightfood Holdings, Inc. (NGTF), doing business as Techforce Robotics, reported its first meaningful quarter of operations as an AI-driven robotics and hospitality platform for the three months ended September 30, 2025. The company generated $782,027 in net revenue, up from zero a year ago, but recorded a net loss of $3,695,535, or $0.03 per share, versus a loss of $764,611 in the prior-year period.
Total assets jumped to $128,793,702 from $7,324,534 at June 30, 2025, driven by the acquisitions of the Holiday Inn Victorville and Hilton Rancho Mirage hotel properties and related goodwill of $95,686,177, property and equipment of $24,774,395, and intangible assets of $6,364,368. These deals were largely financed through Series C convertible preferred stock and contingent consideration of $11,925,000, contributing to temporary equity of $106,324,241 and a stockholders’ deficit of $17,880,668.
The company closed the quarter with cash of $1,337,285, a working capital deficit of $18,734,145, and an accumulated deficit of $50,449,379. Management disclosed that existing cash resources are not sufficient to fund operations for the next twelve months without additional financing, and stated that these conditions raise substantial doubt about its ability to continue as a going concern. Nightfood now reports three segments—Foodservice Packaging Distribution, Robotics-as-a-Service, and Hotel Operations—while its legacy snacks and beverages business is treated as a discontinued operation.
NightFood Holdings, Inc. (NGTF) director and president Ried Floco reported multiple open-market purchases of the company’s common stock, including transactions by his spouse. On 05/14/2025, he bought 57,500 shares at $0.02 per share, bringing his direct holdings to 542,500 shares. On 05/15/2025, he purchased an additional 40,170 shares and 2,330 shares, both at $0.02, increasing his direct ownership to 585,000 shares. His spouse made open-market purchases on 11/13/2025 of 131,000 shares at a weighted average of $0.05 per share (with trades between $0.0485 and $0.0565) and 56,521 shares at a weighted average of $0.05 per share (with trades between $0.0585 and $0.0590), resulting in 772,521 shares held indirectly by spouse. The report notes it is being filed late due to an inadvertent administrative error and that the reporting person disclaims beneficial ownership of the spouse’s shares except to the extent of his pecuniary interest.
NightFood Holdings, Inc. (NGTF) reported the initial ownership of its President and Director as of April 29, 2025. The reporting person directly owns 485,000 shares of common stock.
In addition, the person holds 20,000 shares of Series C Convertible Preferred Stock, received on March 25, 2025 as compensation for prior independent contractor services. These preferred shares are convertible into 120,000,000 shares of common stock, vest based on specified company milestones, and are subject to a lock-up through March 25, 2026. Beginning April 1, 2026, up to 5,000 preferred shares may be transferred or sold, with an additional 500 shares per month released from lock-up through November 1, 2027. The filing notes it is late due to an inadvertent administrative error.
NightFood Holdings, Inc. (NGTF) has a new large shareholder disclosure from EAGLE EQUITIES LLC. Eagle reports beneficial ownership of 12,549,000 shares of NightFood common stock, representing 7.96% of the outstanding class. Eagle, a Nevada limited liability company, reports sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive authority. The holder states that the shares were not acquired and are not held for the purpose of changing or influencing control of NightFood, indicating a passive investment approach under the Schedule 13G framework.
Nightfood Holdings, Inc. (NGTF) filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
The company states it was unable, without unreasonable effort or expense, to complete all required disclosures in time and expects to file the 10-Q no later than the fifth calendar day following the prescribed due date. This is an administrative notice and does not include financial results.
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.