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 9.01 | 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: May 28, 2024
NIGHTFOOD HOLDINGS, INC. | ||
By: | /s/ Sean Folkson | |
Name: | Sean Folkson | |
Title: | Chief Executive Officer |