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): November 2, 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 November 2, 2022, Nightfood Holdings, Inc. issued a press release to announce that independent sales data for September and October across a subsection of qualifying hotel lobby marketplaces show that Nightfood ice cream pints are capturing a significant percentage of hotel ice cream pint sales from industry-leading Haagen Dazs.
The reporting subset represents all 30 hotels across the country which only sold 2 brands of pint ice cream (Nightfood and Haagen Dazs) during the two-month period and for which point-of-sale purchase data is available. Hotels which only sold Nightfood pints were excluded from the analysis, as were hotels that sold more than two brands of pints.
Nightfood, which began appearing nationally in hotel freezers less than six months ago, captured over 39% of total ice cream pint unit sales against the iconic Haagen Dazs which launched in 1960. In 33% of those hotels, Nightfood outsold Haagen Dazs, head-to-head.
The press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 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 Item 7.01 and Exhibit 99.1 will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit Number | Description | |
99.1 | Press release | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 2, 2022
NIGHTFOOD HOLDINGS, INC. | ||
By: | /s/ Sean Folkson | |
Name: | Sean Folkson | |
Title: | Chief Executive Officer |
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