NGTF 8-K
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Not applicable | Not applicable | Not applicable |
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 3, 2025, the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Series C COD”) by increasing the number of shares designated as Series C Preferred Stock. Prior to filing the Amended Series C COD there were 500,000 shares designated as Series C Preferred Stock. Effective as of filing the Amended Series C COD, the number of shares designated as Series C Preferred Stock is 800,000 shares. No other material changes were made to the Amended Series C COD.
NGTF’s board of directors unanimously approved the Amended Series C COD. The forgoing description of the amendment to the Series C Preferred Stock is qualified in its entirety by reference to the Amended Series C COD, which is filed as Exhibits 3.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 3.1 | Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 5, 2025
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
