NightFood Holdings, Inc.

EFFECT effective

NightFood Holdings, Inc. filed a Notice of Effectiveness for its S-1 registration statement on March 3, 2026, confirming the SEC has accepted the filing. The current filing primarily contains structured data related to financial disclosures, stock classifications, and accounting details, with no visible narrative content about the company's business, financials, or risks.

S-1/A amended

NightFood Holdings, Inc. has updated its IPO filing from S-1 to S-1/A, reflecting revised financial data and stock classification details. The filing includes updated dates for financial reporting periods and adjustments to preferred stock classifications, particularly emphasizing convertible preferred stock structures and temporary equity accounting. The company appears to be refining its capital structure disclosures ahead of its public offering.

S-1 filed

NightFood Holdings, Inc. is preparing for its initial public offering (IPO) as indicated by the S-1 filing, which outlines its business structure, financials, and operational segments. The filing includes detailed disclosures on preferred stock classes, revenue streams, and subsidiaries, suggesting a focus on scaling operations and capital raising. The company operates in foodservice packaging, robotics services, and hotel partnerships, with financial data spanning multiple periods.

424B3 priced

EFFECT effective

NightFood Holdings, Inc. filed a Form S-1 registration statement, which became effective on June 14, 2021. The filing includes registration of 51,200,000 shares of common stock, with an estimated maximum offering price of $0.311 per share. The amendment adds counsel's opinion and consent as exhibits, updates Item 15 of Part II through June 7, 2021, and outlines expenses related to the registration, including legal, accounting, and transfer agent fees. The company also discloses indemnification provisions for directors and officers under Nevada law.

S-1/A amended

Price $0.31 · Range $0.29 to $0.33 · 51,200,000 shares · Gross proceeds $15,923,200

NightFood Holdings, Inc. filed an S-1/A amendment to register 51.2 million shares of common stock, primarily for selling shareholders to sell shares upon conversion of preferred stock and exercise of warrants. The amendment includes counsel's opinion and consent as exhibits and updates Item 15 with recent private placements of securities. The company's stock trades on the OTCQB, and the offering is intended to raise up to $15.9 million, with proceeds used for working capital.

S-1 filed

Price $0.31 · Range $0.29 to $0.33 · 51,200,000 shares · Gross proceeds $7,901,000

NightFood Holdings, Inc. is offering 51.2 million shares of common stock through selling shareholders, involving conversions of Series B Preferred Stock and warrant exercises. The company focuses on manufacturing sleep-friendly ice cream snacks, targeting a market for healthier nighttime options. Proceeds from warrant exercises will be used for working capital. The filing includes details about recent corporate actions, including the issuance of Series B Preferred Stock and related conversion terms.

EFFECT effective

NightFood Holdings, Inc. filed a Notice of Effectiveness for its S-1 registration statement, registering 2,838,000 shares of common stock. The filing includes a revised registration fee calculation and updates to exhibits, with the primary change being the addition of three previously omitted exhibits from Amendment No. 3. The company also outlines expenses related to the offering and reaffirms its indemnification policies for directors and officers.

S-1/A amended

Price $0.20 · 2,838,000 shares · Gross proceeds $567,600

NightFood Holdings, Inc. is registering 2,838,000 shares of common stock for resale by Black Forest Capital, LLC under an Equity Purchase Agreement (EPA). The offering allows the company to put up to $5,000,000 worth of shares to Black Forest, with pricing tied to the lowest 20-day VWAP. The company's stock is quoted on the OTCQB, and proceeds from direct sales to Black Forest will be used for operations, while no proceeds are received from the resale by the selling stockholder.

S-1/A amended

NightFood Holdings, Inc. is offering up to 2,838,000 shares of common stock through a selling stockholder, Black Forest Capital, LLC, under an Equity Purchase Agreement (EPA). The company aims to raise up to $5 million by selling shares to Black Forest, with the purchase price tied to a formula involving the stock's market price. The filing highlights the company's limited operational history, reliance on a single shareholder, and risks related to market acceptance of its nighttime snack products. The prospectus also notes the company's qualification as a smaller reporting company and ongoing uncertainties around its ability to continue as a going concern.

S-1/A amended

Price $0.20 · 2,838,000 shares

NightFood Holdings, Inc. is a Nevada corporation focused on manufacturing, marketing, and distributing snacks for evening consumption. The current S-1/A filing relates to an offering of 2,838,000 shares of common stock through a selling stockholder, Black Forest Capital, LLC, under an Equity Purchase Agreement (EPA). The company seeks to raise up to $5 million via the EPA, with Black Forest agreeing to purchase shares at 85% of the market price. The filing highlights risks including limited revenue, dependence on a single shareholder, and uncertainty around market acceptance of its products, including Fiber One ice cream. The company also disclosed a merger agreement with Hook Group, LLC, which remains uncompleted.

S-1/A amended

NightFood Holdings, Inc. is offering up to 2,838,000 shares of common stock through a selling stockholder, Black Forest Capital, LLC, under an Equity Purchase Agreement (EPA). The company retains the right to sell up to $5 million in shares to Black Forest over 24 months, with purchase prices tied to a formula involving the lowest VWAP over 20 trading days. The filing amends previous disclosures, including updated registration fees, effective date provisions, and details about a pending merger with Hook Group, LLC. The company faces risks related to liquidity, market acceptance, and reliance on a single shareholder.

S-1 filed

Price $0.20 · 2,838,000 shares

NightFood Holdings, Inc. is registering 2,838,000 shares of common stock through a selling stockholder, Black Forest Capital, LLC, under an Equity Purchase Agreement (EPA). The company will not receive proceeds from the resale but will from direct sales to Black Forest, which has committed to purchase up to $5M worth of shares. The filing highlights ongoing operational challenges, including limited revenue, reliance on a single shareholder for funding, and a pending merger with Hook Group, LLC. Auditors have raised concerns about the company's ability to continue as a going concern.

424B3 priced

EFFECT effective

NightFood Holdings, Inc. filed an effectiveness notice for its S-1 registration statement, confirming the activation of its initial public offering (IPO). The offering involves the resale of up to 2,794,500 shares of common stock by selling stockholders at $0.26 per share. The company, in a developmental stage, focuses on evening-friendly nutritional snacks and intends to seek OTCBB quotation post-effectiveness. No proceeds will go to the company, and its officers, deemed underwriters, must sell shares at a fixed price regardless of market conditions.

S-1/A amended

NightFood Holdings, Inc. is a Nevada corporation formed to acquire NightFood, Inc., a New York-based company developing functional snacks for evening consumption. The company seeks to raise up to $726,570 through the resale of 2,794,500 common shares by selling stockholders. No proceeds will go to the company, which plans to list on the OTCBB. The filing highlights significant risks, including limited operating history, dependence on key personnel, lack of market traction, and uncertainty around fundraising and regulatory compliance.

S-1/A amended

NightFood Holdings, Inc. is a development-stage company aiming to market nutritional snacks for evening consumption. The current S-1/A filing amends its initial registration statement, detailing a resale offering of up to 2,794,500 common shares at $0.26 per share. The company seeks to raise capital through its IPO, though it has limited operational history, negative equity, and relies on key personnel. It faces risks including insufficient market demand, competition, and dependence on its founders. The filing also notes its status as an emerging growth company under the JOBS Act.

S-1/A amended

NightFood Holdings, Inc. is a Nevada corporation focused on developing functional food snacks for evening consumption. The company aims to raise capital through an IPO to fund its operations and expand its product line. It has not yet established a public trading market for its shares and intends to seek inclusion on the OTCBB. The company is an emerging growth company under the JOBS Act and faces significant risks related to its financial stability, market acceptance, and reliance on key personnel.

S-1 filed

NightFood Holdings, Inc. is a developmental-stage company focused on creating functional nutritional snacks for evening consumption. The company filed an S-1 registration statement to resell up to 2,794,500 shares of common stock, with no proceeds going to the company. The offering includes shares from selling stockholders, and the company aims to list on the OTCBB. NightFood has limited operations, with revenues primarily from website sales, and faces significant risks including reliance on key personnel, insufficient funding, and market acceptance uncertainties.