Current Report Filing (8-k)
21 Dezember 2022 - 2:01PM
Edgar (US Regulatory)
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2022-12-21
2022-12-21
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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):
December 21, 2022
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 December 21, 2022, Sean
Folkson, CEO of Nightfood Holdings, Inc. posted the following information in a public discussion forum in direct response to a shareholder
question about the identity of the hotel chain which with the Company is currently coordinating a test of full-size Nightfood cookies
as a guest amenity:
“We mentioned in our
most recent quarterly filing that we’re working directly at the corporate level with three of the five global hotel companies that
comprise almost 50% of the American hotel market.
The chain that is coordinating
the recently announced test of Nightfood cookies as an amenity is not a chain within the global hotel company that originally tested Nightfood
ice cream in 2021 and launched our pints into one of their national chains in May of 2022 on the strength of that successful test. It’s
also not a chain within the second global company that tested our ice cream in April of 2022, and declared that test a success, but with
which we are still working to coordinate a launch of Nightfood snacks.
This test, the first test
of Nightfood cookies, is with a hotel chain that is part of the third global hospitality giant that we’ve been in discussions with.
Additional progress toward
the launch of the test has been made since our initial announcement last week, and we’re very excited about the test and the opportunity
it represents.
Our goal is for Nightfood
snacks to be carried in every hotel that sells snacks. The hotel industry in the United States is highly concentrated and we’re
greatly encouraged by the fact that we’re building relationships at the corporate level with some of the largest hotel companies
in the world.”
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 9.01 Financial 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: December 21, 2022
|
NIGHTFOOD HOLDINGS, INC. |
|
|
|
By: |
/s/ Sean Folkson |
|
Name: |
Sean Folkson |
|
Title: |
Chief Executive Officer |
2
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