false 0001593001 NONE 0001593001 2024-05-28 2024-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 28, 2024

 

NIGHTFOOD HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-55406   46-3885019

(State or Other Jurisdiction of Incorporation)

  

(Commission File Number)

  

(I.R.S. Employer Identification No.)

 

520 White Plains Road – Suite 500

Tarrytown, New York 10591

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (888) 888-6444 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Not applicable Not applicable Not applicable

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 28, 2024, at approximately 12 noon eastern time, Sean Folkson, president of Nightfood, Inc. posted the following in an investor chatroom relating to the launch of Nightfood sleep-friendly cookies via direct-to-consumer ecommerce:

“Several investors have been asking about the results so far from the recent ecom launch.

In the 30 days from April 21 to May 20, we did over $50K in net revenue from direct-to-consumer sales according to shopify reporting (unaudited)

the demand has come from TikTok videos...We're seeing some customers order on TikTok shop, but well over 80% of sales are coming directly through Nightfood.com

Because of the nature of TikTok, we've seen the sales come in waves. Demand is unpredictable so there are peaks and valleys. the next 30 days sales could be higher or lower.

But, I think we're off to a good start and have more in the works”

The information in this report is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein.

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number   Description
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 thereunto duly authorized.

 

Date: May 28, 2024

 

  NIGHTFOOD HOLDINGS, INC.
   
  By: /s/ Sean Folkson
  Name: Sean Folkson
  Title: Chief Executive Officer

 

 

 

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May 28, 2024
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Entity File Number 000-55406
Entity Registrant Name NIGHTFOOD HOLDINGS, INC.
Entity Central Index Key 0001593001
Entity Tax Identification Number 46-3885019
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 520 White Plains Road
Entity Address, Address Line Two Suite 500
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Entity Address, State or Province NY
Entity Address, Postal Zip Code 10591
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