Current Report Filing (8-k)
April 18 2022 - 8:03AM
Edgar (US Regulatory)
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2022-04-12
2022-04-12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
April 12, 2022
NIGHTFOOD HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
|
000-55406 |
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46-3885019 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
520 White Plains Road – Suite 500
Tarrytown, New York 10591
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (888) 888-6444
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Not applicable |
|
Not applicable |
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Not applicable |
Item
4.01 Change in Registrant’s Certifying Accountant
On April 12, 2022, Nightfood Holdings, Inc. (the
“Company”) dismissed RBSM LLP (“RBSM”), as its independent registered accountant and engaged Gries and Associates,
LLC (“Gries”), to serve as its independent registered accounting firm. RBSM’s audit reports on the Company’s financial
statements for the fiscal years ended June 30, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles, except that, the audit reports included an explanatory
paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern. During the years ended June
30, 2021 and 2020 and during the subsequent interim periods preceding the date of RBSM’s dismissal, there were (i) no disagreements
with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii)
no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). Notwithstanding the foregoing, the Company communicated
to RBSM that its internal controls were not effective due to a lack of resources.
Prior to engaging Gries, the Company did not consult
with Gries regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the Company’s financial statements.
The Company has requested RBSM to furnish it with
a letter addressed to the SEC stating whether it agrees with the statements made above by the Company. The Company has filed this letter
as an exhibit to this Form 8-K.
Item 7.01 Regulation FD Disclosure.
On April 17, 2022, the Company issued a press
release to announce that it has received its first purchase orders for the national rollout of Nightfood ice cream pints into a major
extended-stay hotel chain with approximately 500 locations in the United States. The Company expects additional purchase orders to complete
the national rollout in the coming days, with the ice cream scheduled to be in the hotel chain’s freezers coast-to-coast in May.
Because of the high-margin nature of hotel distribution,
management of the Company believes profitability can be achieved when Nightfood ice cream pint distribution reaches approximately 4,000
hotels, which is approximately 7 percent of the estimated 56,000 hotels in the United States.
The press release, which is furnished as Exhibit
99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 is being
furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Item 7.01 and Exhibit 99.1 will not be deemed an
admission as to the materiality of any information herein (including Exhibit 99.1).
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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 thereunto
duly authorized.
Date: April 18, 2022
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NIGHTFOOD HOLDINGS, INC. |
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|
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By: |
/s/ Sean Folkson |
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Name: |
Sean Folkson |
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Title: |
Chief Executive Officer |
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