NightFood Holdings Files 8-K Amendment

TL;DR

NightFood amended its 8-K filing, updating info on equity sales and corporate docs from Feb 7.

AI Summary

NightFood Holdings, Inc. filed an amendment (8-K/A) on March 19, 2024, to its Form 8-K originally filed on February 7, 2024. This amendment pertains to unregistered sales of equity securities and amendments to its articles of incorporation or bylaws, as well as financial statements and exhibits. The filing date for the earliest event reported is February 7, 2024.

Why It Matters

This amendment provides updated information regarding NightFood's corporate actions, including equity sales and potential changes to its charter documents, which could impact investors' understanding of the company's structure and financial activities.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings, especially those concerning unregistered equity sales and changes to corporate documents, can indicate significant corporate events that may carry inherent risks for investors.

Key Numbers

• 000-55406 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-3885019 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• NightFood Holdings, Inc. (company) — Registrant
• 000-55406 (dollar_amount) — SEC File Number
• 46-3885019 (dollar_amount) — I.R.S. Employer Identification No.
• February 7, 2024 (date) — Date of earliest event reported
• March 19, 2024 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.001 — eries D Preferred Stock"), par value of $0.001 per share, having such designations, ri
• $65,000 — missory note in the principal amount of $65,000 issued by NGTF to Fourth Man on June 29
• $60,000 — missory note in the principal amount of $60,000 to Fourth Man on August 28, 2023 (the "

Filing Documents

• ea0201956-8ka1_nightfood.htm (8-K/A) — 31KB
• ea020195601ex3-1_nightfood.htm (EX-3.1) — 5KB
• ea020195601ex3-2_nightfood.htm (EX-3.2) — 20KB
• ea020195601ex10-1_nightfood.htm (EX-10.1) — 1KB
• ex10-1_001.jpg (GRAPHIC) — 594KB
• 0001213900-24-024030.txt ( ) — 1050KB
• ngtf-20240207.xsd (EX-101.SCH) — 3KB
• ngtf-20240207_lab.xml (EX-101.LAB) — 33KB
• ngtf-20240207_pre.xml (EX-101.PRE) — 22KB
• ea0201956-8ka1_nightfood_htm.xml (XML) — 4KB

02 Unregistered Sales

Item 3.02 Unregistered Sales of Equity Securities To the extent required by this Item 3.02, the information contained in Item 5.03 is incorporated herein by reference.

03 Amendment to Articles

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year On February 7, 2024, 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") was amended (the "Amended Series C COD") by revising Section G to include a provision for adjustments for reverse stock splits. Pursuant to the Amended Series C COD, if the corporation at any time combines its outstanding shares of common stock into a smaller number of shares, then the number of shares of common stock issuable upon conversion of the Series C Preferred Stock pursuant to Section G(a) shall be proportionately decreased. No other changes were made. Also on February 7, 2024, NGTF filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the "Series D COD"), which established 100,000 shares of Series D Convertible Preferred Stock (the "Series D Preferred Stock"), par value of $0.001 per share, having such designations, rights and preferences as set forth in the Series D COD. The shares of Series D Preferred Stock are convertible six (6) months after issuance into common stock of NGTF at a rate of six thousand (6,000) shares of common stock for each share of Series D Preferred Stock. The shares of Series D Preferred Stock do not have voting rights and rank junior to the Series B Preferred Stock. The holders of Series D Preferred Stock are not entitled to dividends. NGTF's board of directors unanimously approved the Amended Series C COD and the Series D COD. The Amended Series C COD was also approved by the affirmative vote of NGTF's majority stockholder entitling it to a majority of the voting power. The forgoing description of the amendment to the Series C Preferred Stock and rights, powers and preferences of the Series D Preferred Stock are each qualified in their entirety by reference to the Amended Series C COD and

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock 3.2 Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock 10.1 Letter Agreement between Fourth Man, LLC and Nightfood Holdings, Inc. dated February 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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 thereunto duly authorized. Date: March 19, 2024 NIGHTFOOD HOLDINGS, INC. By: /s/ Lei Sonny Wang Name: Lei Sonny Wang Title: Chief Executive Officer 3

View Full Filing

View this 8-K/A filing on SEC EDGAR