Exhibit 3.1
NIGHTFOOD HOLDINGS, INC.
AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES C CONVERTIBLE PREFERRED STOCK
PURSUANT TO SECTION 78 OF THE
NEVADA REVISED STATUTES
The undersigned, Chief Executive Officer of Nightfood Holdings, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolution was (i) duly adopted by the Board of Directors of the Corporation in a meeting on February 7, 2024 and (ii) approved by the vote of stockholders holding shares of Series C Convertible Preferred Stock entitling them to exercise a majority of the voting power pursuant to NRS 78.1955 on February 7, 2024.
NOW, THEREFORE, BE IT RESOLVED:
Section G is revised to include the below:
| (c) | Adjustments for Reverse Stock Split. If the Corporation at any time combines (by combination, reverse stock split, or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock pursuant to Section G(a) shall be proportionately decreased. |
IN WITNESS WHEREOF, the undersigned have executed this Certificate on February 7, 2024.
| NIGHTFOOD HOLDINGS, INC. | |
| /s/ Lei Sonny Wang | |
| Lei Sonny Wang | |
| Chief Executive Officer |