{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-024030","form_type":"8-K/A","ticker":"NGTF","cik":"0001593001","company_name":"NightFood Holdings, Inc.","filed_at":"2024-03-19T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.740436+00:00","generated_at":"2026-06-04T13:23:04.833038+00:00","sec_items":["3.02","5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Nightfood Holdings creates Series D preferred, amends notes with Fourth Man","bullets":["Series D COD filed Feb 7, 2024: 100,000 shares authorized, convertible 6-mo post-issue at 6,000 common per share, no voting/dividends, junior to Series B.","Amended Series C COD to include anti-dilution adjustment for reverse stock splits, approved by board and majority stockholder.","Debt amendment with Fourth Man: removed certain conversion price adjustments on $65k and $60k notes; NGTF issued 1,667 Series D preferred and increased principal/interest.","Fourth Man letter agreement dated Feb 1, 2024, effective Jan 23, 2024; amendment and new preferred stock filed as exhibits."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-024030","json":"https://secwatch.observer/filing/0001213900-24-024030.json","markdown":"https://secwatch.observer/filing/0001213900-24-024030.md","text":"https://secwatch.observer/filing/0001213900-24-024030.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1593001/000121390024024030/0001213900-24-024030-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1593001/000121390024024030/ea0201956-8ka1_nightfood.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T13:23:04.833038+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fc82c141993ead1407efe56ca62bc18f8a14673b","claim":"NightFood Holdings, Inc.: Amended Series C Convertible Preferred Stock Certificate of Designation to add reverse stock split adjustment provision (effective 2024-02-07).","evidence_excerpt":"On February 7, 2024, the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF”) was amended (the “Amended Series C COD”) by revising Section G to include a provision for adjustments for reverse stock splits.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000121390024024030/0001213900-24-024030-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-02-07"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}