Nightfood signs $41M LOI to acquire Victorville hotel; also amends convertible notes

NightFood Holdings, Inc.

LOI to acquire 155-room Holiday Inn, Victorville, CA for ~$41M; net $31M paid in Series C Preferred Stock.
Earnout up to $5M in additional preferred shares tied to gym with 50+ members & 30 days Courtyard by Marriott operations.
30-day due diligence, 180-day exclusivity; closing requires PCAOB-audited financials and uplisting approval.
Amended convertible notes: principal increased to $108,650 (June) and $102,600 (Aug); maturity extended to Nov 1, 2025.
Conversion price fixed at $0.033, or lower of VWAP over 5 days if listed on exchange.

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