Form 8-K NightFood Holdings, Inc. For: Jun 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On June 25, 2026, Nightfood Holdings, Inc. (“Nightfood”), entered into a non-binding Letter of Intent (the “LOI”) with the shareholders of Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”), a Taiwan-based company, setting forth the principal terms under which the parties intend to negotiate and enter into one or more definitive agreements (the “Definitive Agreements”) pursuant to which Nightfood would acquire fifty-one percent (51%) of the issued and outstanding equity interests of JJ Enterprise (the “Transaction”).
The Transaction is contemplated as a share exchange in which Nightfood would acquire 51% of the issued and outstanding equity interests of JJ Enterprise, and JJ Enterprise would become a majority-owned operating subsidiary of Nightfood. The consideration for the Transaction consists solely of shares of Nightfood common stock, with final terms to be set forth in Definitive Agreements. The closing of the Transaction is subject to certain closing conditions. There is no guarantee that Nightfood will enter into the Definitive Agreements on the terms described herein or at all, or that the Transaction will be consummated as described herein or at all.
Item 7.01 Regulation FD Disclosure
On June 25, 2026, the Company issued a press release disclosing the signing of the LOI..
A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | Non-Binding Letter of Intent, dated June 22, 2026, by and among Nightfood Holdings, Inc. and the shareholders of Jiun Jiang Enterprise Co., Ltd. | |
| 99.1 | Press Release date June 25, 2026 | |
| 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 hereunto duly authorized.
Date: June 25, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
ATTACHMENTS / EXHIBITS