{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-020458","form_type":"8-K","ticker":"NGTF","cik":"0001593001","company_name":"NightFood Holdings, Inc.","filed_at":"2025-10-31T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.859031+00:00","generated_at":"2026-05-17T01:06:45.813419+00:00","sec_items":["5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Nightfood amends Series B Preferred; conversion now triggered by 50.1% holder vote","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-020458","json":"https://secwatch.observer/filing/0001493152-25-020458.json","markdown":"https://secwatch.observer/filing/0001493152-25-020458.md","text":"https://secwatch.observer/filing/0001493152-25-020458.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225020458/0001493152-25-020458-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225020458/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T01:06:45.813419+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":"e48e46b7b8b8d34ca643424912e02b638cab1c8a","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225020458/0001493152-25-020458-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-10-30"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}