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Strategic acquisition strengthens NGTF’s real estate footprint and positions the Company for institutional-grade hospitality automation deployment

TARRYTOWN, N.Y., May 12, 2025 (GLOBE NEWSWIRE) -- via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF) (“Nightfood” and the “Company”), a hospitality automation company pioneering artificial intelligence (AI)-powered robotics and strategic hotel ownership, today announces the execution of a Letter of Intent (LOI) to acquire the Hilton Garden Inn located in Rancho Mirage, California. This 120-room property, with plans for a five room expansion to 125 rooms, is strategically located adjacent to Cotino™, a Storyliving by Disney community—a first-of-its-kind, 618-acre residential resort development.

The total transaction is valued at $36.93 million, making it one of the largest acquisitions in the Company’s history to date. The Hilton Garden Inn will continue to operate under the Hilton flag and serve as a flagship property for Nightfood’s expanding Robotics-as-a-Service (RaaS) platform—designed to reduce labor costs, address staffing challenges, and enhance operational efficiency across the hospitality industry.

This acquisition is expected to be the second of many as Nightfood actively pursues similar high-value assets, including some at even higher price points. The Company’s strategic focus remains on acquiring real estate that complements its automation platform, driving long-term growth and shareholder value.

“This acquisition reflects our commitment to building a high-impact, asset-backed platform that merges real estate and automation,” said Jimmy Chan, CEO of Nightfood Holdings. “The proximity to Disney’s Cotino project offers significant long-term upside, and this Hilton property gives us a high-visibility location to showcase our robotic automation technologies in a live, revenue-generating environment.”

Strategic Location and Long-Term Value

The Hilton Garden Inn is positioned to benefit from Cotino’s transformative impact, which is expected to attract significant year-round foot traffic, affluent residents, and both domestic and international visitors. Nightfood anticipates long-term gains in both occupancy rates and average daily rates (ADR), driven by the Cotino effect and the operational cost savings delivered by its automation suite.

Key Transaction Terms

• Purchase Price: $36.93 million (including planned expansion to 125 rooms).

• Equity Consideration: Net $26.43 million in Series C Convertible Preferred Stock (tax-free share exchange, Section 368).

• Earn-Out: Additional of $3 million Series C shares upon completion of five new guest rooms.

• Exclusivity: 180-day No-Shop period.

• Closing Conditions:

  • Delivery of two years of audited financials.

  • Nightfood’s uplisting to NASDAQ or NYSE American.

  • Satisfaction of outstanding mortgage (not to exceed $10.5 million).