Nightfood amends Series B Preferred; conversion now triggered by 50.1% holder vote

NightFood Holdings, Inc.

Series B conversion method changed: conversion triggered by vote or written consent of holders owning ≥50.1% of outstanding shares.
Each Series B share converts into 8,366 shares of common stock; prior individual conversion rights eliminated.
Board unanimously approved amendment; majority Series B stockholder also consented.
Prior conversion option (individual holder, any time until March 31, 2026) replaced with majority-controlled mechanism.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

NightFood Holdings, Inc.: The Certificate of Designation of Series B Preferred Stock was amended to change the conversion method from individual holder option to conversion upon vote or written consent of holders owning at least 50.1% of outstanding Series B shares, with each share convertible into 8,366 shares of Common Sto (effective 2025-10-30).

Change: charter amendment
Effective: 2025-10-30

Exact text from the filing

On October 30, 2025, the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Series B COD”) by amending the method of converting the Series B Preferred Stock into common stock, par value $0.0001 per share (“Common Stock”).

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NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-020458

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