| Debt |
Note
5 – Debt
The
following table summarizes the Company’s outstanding debt obligations as of March 31, 2026 and June 30, 2025:
Schedule of Outstanding Debt Obligations
| | |
Issue
Date | |
Maturity
Date | |
Interest
Rate | | |
Default
Interest Rate | | |
Collateral | |
Related
Party | |
Conversion
Price | | |
Equivalent
Shares | | |
Debt
Type |
| Loan #1 | |
September 22, 2022 | |
February 6, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 4,915,411 | | |
Convertible Notes Payable |
| Loan #2 | |
September 22, 2022 | |
February 6, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 20,083,468 | | |
Convertible Notes Payable |
| Loan #3 | |
February 28, 2023 | |
February 28, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 5,221,742 | | |
Convertible Notes Payable |
| Loan #4 | |
March 24, 2023 | |
March 24, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 5,221,742 | | |
Convertible Notes Payable |
| Loan #5 | |
April 17, 2023 | |
April 17, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 5,221,742 | | |
Convertible Notes Payable |
| Loan #6 | |
June 1, 2023 | |
June 1, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 6,488,992 | | |
Convertible Notes Payable |
| Loan #7 | |
October 5, 2023 | |
October 5, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 2,011,585 | | |
Convertible Notes Payable |
| Loan #8 | |
November 17, 2023 | |
November 17, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 2,011,585 | | |
Convertible Notes Payable |
| Loan #9 | |
December 6, 2023 | |
December 6, 2024 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 5,534,715 | | |
Convertible Notes Payable |
| Loan #10 | |
January 24, 2024 | |
January 24, 2025 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 12,598,399 | | |
Convertible Notes Payable |
| Loan #11 | |
March 13, 2024 | |
March 13, 2025 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 10,901,508 | | |
Convertible Notes Payable |
| Loan #12 | |
May 5, 2024 | |
May 5, 2025 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 12,815,786 | | |
Convertible Notes Payable |
| Loan #13 | |
September 24, 2024 | |
September 24, 2025 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 16,090,832 | | |
Convertible Notes Payable |
| Loan #14 | |
February 19, 2025 | |
February 19, 2026 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 7,276,267 | | |
Convertible Notes Payable |
| Loan #15 | |
March 13, 2025 | |
March 13, 2027 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0330 | | |
| 16,374,577 | | |
Convertible Notes Payable |
| Loan #16 | |
June 29, 2023 | |
November 1, 2025 | |
| 15.00 | % | |
| 16.00 | % | |
Unsecured | |
No | |
$ | 0.0330 | | |
| - | | |
Convertible Notes Payable |
| Loan #17 | |
August 28, 2023 | |
November 1, 2025 | |
| 15.00 | % | |
| 16.00 | % | |
Unsecured | |
No | |
$ | 0.0330 | | |
| - | | |
Convertible Notes Payable |
| Loan #18 | |
January 23, 2025 | |
August 31, 2025 | |
| 17.50 | % | |
| 4.5%/month | | |
Unsecured | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #19 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
Yes | |
$ | 0.0202 | | |
| 8,287,030 | | |
Convertible Notes Payable - Related Party |
| Loan #20 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| 5,934,356 | | |
Convertible Notes Payable |
| Loan #21 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| 7,226,337 | | |
Convertible Notes Payable |
| Loan #22 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| 8,103,960 | | |
Convertible Notes Payable |
| Loan #23 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| 1,834,901 | | |
Convertible Notes Payable |
| Loan #24 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| 5,230,495 | | |
Convertible Notes Payable |
| Loan #25 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| 4,762,574 | | |
Convertible Notes Payable |
| Loan #26 | |
September 10, 2021 | |
September 10, 2026 | |
| 8.99 | % | |
| 20.00 | % | |
Vehicles | |
No | |
$ | - | | |
| - | | |
Notes Payable - Vehicles |
| Loan #27 | |
September 10, 2021 | |
September 10, 2026 | |
| 8.99 | % | |
| 20.00 | % | |
Vehicles | |
No | |
$ | - | | |
| - | | |
Notes Payable - Vehicles |
| Loan #28 | |
September 4, 2024 | |
September 4, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
Yes | |
$ | 0.0202 | | |
| 2,705,545 | | |
Convertible Notes Payable - Related Party |
| Loan #29 | |
June 15, 2018 | |
June 21, 2024 | |
| 18.00 | % | |
| 18.00 | % | |
Unsecured | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #30 | |
April 18, 2025 | |
April 18, 2026 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #31 | |
June 15, 2025 | |
June 15, 2026 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #32 | |
July 14, 2025 | |
July 14, 2026 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #33 | |
August 25, 2025 | |
August 25, 2026 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #34 | |
June 6, 2022 | |
June 6, 2029 | |
| 5.00 | % | |
| 0.00 | % | |
Building/Hotel | |
No | |
$ | - | | |
| - | | |
Mortgage Notes Payable |
| Loan #35 | |
June 6, 2022 | |
June 6, 2029 | |
| 5.00 | % | |
| 0.00 | % | |
Building/Hotel | |
No | |
$ | - | | |
| - | | |
Mortgage Notes Payable |
| Loan #36 | |
November 15, 2023 | |
Due on Demand | |
| 1.00 | % | |
| 1.00 | % | |
Building/Hotel | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #37 | |
April 15, 2025 | |
April 15, 2026 | |
| 15.00 | % | |
| 15.00 | % | |
All Assets | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #38 | |
May 22, 2025 | |
May 22, 2026 | |
| 15.00 | % | |
| 15.00 | % | |
All Assets | |
No | |
$ | - | | |
| - | | |
Notes Payable |
| Loan #39 | |
October 8, 2025 | |
October 8, 2026 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0249 | | |
| 97,608,630 | | |
Convertible Notes Payable |
| Loan #40 | |
January 10, 2026 | |
January 10, 2027 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0249 | | |
| 48,662,610 | | |
Convertible Notes Payable |
| Loan #41 | |
March 19, 2026 | |
March 19, 2027 | |
| 15.00 | % | |
| 24.00 | % | |
All Assets | |
No | |
$ | 0.0249 | | |
| 47,461,406 | | |
Convertible Notes Payable |
| Loan #42 | |
March 31, 2026 | |
March 31, 2029 | |
| 15.00 | % | |
| 15.00 | % | |
Unsecured | |
No | |
$ | 0.0202 | | |
| - | | |
Convertible Notes Payable
- Related Party |
| | |
| |
| |
| | | |
| | | |
| |
| |
| | | |
| 370,586,195 | | |
|
Loans #1-#14, #18, and #29 were in default as of March 31, 2026. Loans #16 and #17 were settled by conversion during
the nine months ended March 31, 2026 and were no longer outstanding at March 31, 2026.
The
common stock equivalents presented above include shares subject to contractual lock-up provisions that are not currently eligible for
conversion. See the potentially dilutive securities summary above for additional information regarding the locked-up shares.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
The
following represents a summary of the Company’s convertible notes payable at March 31, 2026 and June 30, 2025:
Schedule of Company’s Convertible Notes Payable
| June
30, 2024 | |
$ | 3,442,987 | |
| Advances | |
| 1,104,000 | |
| Debt
Discount | |
| (674,922 | ) |
| Amortization
of debt discount | |
| 278,382 | |
| Conversions
of debt to equity | |
| (36,425 | ) |
| Non-cash
increase of principal | |
| 73,750 | |
| Debt
acquired in acquisition - SWC | |
| 530,572 | |
| June
30, 2025 | |
| 4,718,344 | |
| Advances | |
| 4,621,471 | |
| Debt
Discount | |
| (4,621,471 | ) |
| Amortization
of debt discount | |
| 1,738,965 | |
| Conversions
of debt to equity | |
| (756,539 | ) |
| Non-cash
increase of principal | |
| 48,805 | |
| March
31, 2026 | |
$ | 5,749,575 | |
The
following represents a detail of the Company’s convertible notes payable at March 31, 2026 and June 30, 2025:
Schedule
of Detail of the Company’s Convertible Notes Payable
| Note
# | |
June
30,
2024 | | |
Face
amount
of
note | | |
Non-cash
increase
of
principal | | |
Acquired
in
acquisitions | | |
Debt
discounts | | |
Amortization
of debt
discount | | |
Conversion
of
debt
to
common
stock | | |
June
30,
2025 | | |
In
Default | | |
Unamortized
Debt
Discount | |
| Convertible
Notes Payable |
| Note
# | |
June
30,
2024 | | |
Face
amount
of
note | | |
Non-cash
increase
of
principal | | |
Acquired
in
acquisitions | | |
Debt
discounts | | |
Amortization
of debt
discount | | |
Conversion
of
debt
to
common
stock | | |
June
30,
2025 | | |
In
Default | | |
Unamortized
Debt
Discount | |
| Note
#1 | |
$ | 738,470 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 3,090 | | |
$ | - | | |
$ | 741,560 | | |
$ | 741,560 | | |
$ | - | |
| Note
#2 | |
| 619,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 619,000 | | |
| 619,000 | | |
| - | |
| Note
#3 | |
| 160,941 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 160,941 | | |
| 160,941 | | |
| - | |
| Note
#4 | |
| 160,941 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 160,941 | | |
| 160,941 | | |
| - | |
| Note
#5 | |
| 160,941 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 160,941 | | |
| 160,941 | | |
| - | |
| Note
#6 | |
| 200,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 200,000 | | |
| 200,000 | | |
| - | |
| Note
#7 | |
| 59,321 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,679 | | |
| - | | |
| 62,000 | | |
| 62,000 | | |
| - | |
| Note
#8 | |
| 58,177 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,823 | | |
| - | | |
| 62,000 | | |
| 62,000 | | |
| - | |
| Note
#9 | |
| 158,781 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 11,807 | | |
| - | | |
| 170,588 | | |
| 170,588 | | |
| - | |
| Note
#10 | |
| 353,384 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 34,916 | | |
| - | | |
| 388,300 | | |
| 388,300 | | |
| - | |
| Note
#11 | |
| 292,022 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 43,978 | | |
| - | | |
| 336,000 | | |
| 336,000 | | |
| - | |
| Note
#12 | |
| 343,509 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 51,491 | | |
| - | | |
| 395,000 | | |
| - | | |
| - | |
| Note
#13 | |
| - | | |
| 473,000 | | |
| - | | |
| - | | |
| (70,950 | ) | |
| 51,895 | | |
| - | | |
| 453,945 | | |
| - | | |
| 19,055 | |
| Note
#14 | |
| - | | |
| 206,000 | | |
| - | | |
| - | | |
| (30,900 | ) | |
| 9,962 | | |
| - | | |
| 185,062 | | |
| - | | |
| 20,938 | |
| Note
#15 | |
| - | | |
| 425,000 | | |
| - | | |
| - | | |
| (42,500 | ) | |
| 10,905 | | |
| - | | |
| 393,405 | | |
| - | | |
| 31,595 | |
| Note
#16 | |
| 71,500 | | |
| | | |
| 37,150 | | |
| - | | |
| - | | |
| - | | |
| (36,425 | ) | |
| 72,225 | | |
| - | | |
| - | |
| Note
#17 | |
| 66,000 | | |
| | | |
| 36,600 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 102,600 | | |
| - | | |
| - | |
| Note
#20* | |
| - | | |
| | | |
| - | | |
| 102,289 | | |
| (102,289 | ) | |
| 10,379 | | |
| - | | |
| 10,379 | | |
| - | | |
| 91,910 | |
| Note
#21* | |
| - | | |
| | | |
| - | | |
| 124,221 | | |
| (124,221 | ) | |
| 12,604 | | |
| - | | |
| 12,604 | | |
| - | | |
| 111,617 | |
| Note
#22* | |
| - | | |
| | | |
| - | | |
| 133,700 | | |
| (133,700 | ) | |
| 13,566 | | |
| - | | |
| 13,566 | | |
| - | | |
| 120,134 | |
| Note
#23* | |
| - | | |
| | | |
| - | | |
| 30,000 | | |
| (30,000 | ) | |
| 3,045 | | |
| - | | |
| 3,045 | | |
| - | | |
| 26,955 | |
| Note
#24* | |
| - | | |
| | | |
| - | | |
| 85,519 | | |
| (85,519 | ) | |
| 8,677 | | |
| - | | |
| 8,677 | | |
| - | | |
| 76,842 | |
| Note
#25* | |
| - | | |
| | | |
| - | | |
| 54,843 | | |
| (54,843 | ) | |
| 5,565 | | |
| - | | |
| 5,565 | | |
| - | | |
| 49,278 | |
| Note
#39 | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Note
#40 | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Note
#41 | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total | |
$ | 3,442,987 | | |
$ | 1,104,000 | | |
$ | 73,750 | | |
$ | 530,572 | | |
$ | (674,922 | ) | |
$ | 278,382 | | |
$ | (36,425 | ) | |
$ | 4,718,344 | | |
$ | 3,062,271 | | |
$ | 548,324 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Short
Term | |
$ | 4,271,103 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Long
Term | |
$ | 447,241 | | |
| | | |
| | |
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
| Note
# | |
June
30,
2025 | | |
Face
amount
of
note | | |
Non-cash
increase
of
principal | | |
Acquired
in
acquisitions | | |
Debt
discounts | | |
Amortization
of
debt
discount | | |
Conversion
of debt to
common stock | | |
March
31,
2026 | | |
In
Default | | |
Unamortized
Debt
Discount | |
| Convertible
Notes Payable |
| Note
# | |
June
30,
2025 | | |
Face
amount
of
note | | |
Non-cash
increase
of
principal | | |
Acquired
in
acquisitions | | |
Debt
discounts | | |
Amortization
of
debt
discount | | |
Conversion
of debt to
common stock | | |
March
31,
2026 | | |
In
Default | | |
Unamortized
Debt
Discount | |
| Note
#1 | |
$ | 741,560 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (581,714 | ) | |
$ | 159,846 | | |
$ | 159,845 | | |
$ | - | |
| Note
#2 | |
| 619,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 619,000 | | |
| 619,000 | | |
| - | |
| Note
#3 | |
| 160,941 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 160,941 | | |
| 160,941 | | |
| - | |
| Note
#4 | |
| 160,941 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 160,941 | | |
| 160,941 | | |
| - | |
| Note
#5 | |
| 160,941 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 160,941 | | |
| 160,941 | | |
| - | |
| Note
#6 | |
| 200,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 200,000 | | |
| 200,000 | | |
| - | |
| Note
#7 | |
| 62,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 62,000 | | |
| 62,000 | | |
| - | |
| Note
#8 | |
| 62,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 62,000 | | |
| 62,000 | | |
| - | |
| Note
#9 | |
| 170,588 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 170,588 | | |
| 170,588 | | |
| - | |
| Note
#10 | |
| 388,300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 388,300 | | |
| 388,300 | | |
| - | |
| Note
#11 | |
| 336,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 336,000 | | |
| 336,000 | | |
| - | |
| Note
#12 | |
| 395,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 395,000 | | |
| 395,000 | | |
| - | |
| Note
#13 | |
| 453,945 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 19,055 | | |
| - | | |
| 473,000 | | |
| 473,000 | | |
| - | |
| Note
#14 | |
| 185,062 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,938 | | |
| - | | |
| 206,000 | | |
| 206,000 | | |
| - | |
| Note
#15 | |
| 393,405 | | |
| - | | |
| 48,805 | | |
| - | | |
| - | | |
| 31,595 | | |
| - | | |
| 473,805 | | |
| | | |
| - | |
| Note
#16 | |
| 72,225 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (72,225 | ) | |
| - | | |
| | | |
| - | |
| Note
#17 | |
| 102,600 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (102,600 | ) | |
| - | | |
| | | |
| - | |
| Note
#20* | |
| 10,379 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 31,136 | | |
| - | | |
| 41,515 | | |
| | | |
| 60,774 | |
| Note
#21 * | |
| 12,604 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 37,812 | | |
| - | | |
| 50,416 | | |
| | | |
| 73,804 | |
| Note
#22 * | |
| 13,566 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 40,698 | | |
| - | | |
| 54,264 | | |
| | | |
| 79,436 | |
| Note
#23 * | |
| 3,045 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9,131 | | |
| - | | |
| 12,176 | | |
| | | |
| 17,824 | |
| Note
#24 * | |
| 8,677 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 26,032 | | |
| - | | |
| 34,709 | | |
| | | |
| 50,810 | |
| Note
#25 * | |
| 5,565 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 16,694 | | |
| - | | |
| 22,259 | | |
| | | |
| 32,584 | |
| Note
#39 | |
| - | | |
| 2,270,000 | | |
| - | | |
| - | | |
| (2,270,000 | ) | |
| 1,119,452 | | |
| - | | |
| 1,119,452 | | |
| | | |
| 1,150,548 | |
| Note
#40 | |
| - | | |
| 1,175,000 | | |
| - | | |
| - | | |
| (1,175,000 | ) | |
| 289,726 | | |
| - | | |
| 289,726 | | |
| | | |
| 885,274 | |
| Note
#41 | |
| - | | |
| 1,176,471 | | |
| - | | |
| - | | |
| (1,176,471 | ) | |
| 96,696 | | |
| - | | |
| 96,696 | | |
| | | |
| 1,079,775 | |
| Total | |
$ | 4,718,344 | | |
$ | 4,621,471 | | |
$ | 48,805 | | |
$ | - | | |
$ | (4,621,471 | ) | |
$ | 1,738,965 | | |
$ | (756,539 | ) | |
$ | 5,749,575 | | |
$ | 3,554,556 | | |
$ | 3,430,829 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Short
Term | |
$ | 5,534,235 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Long
Term | |
$ | 215,340 | | |
| | | |
| | |
| * | These
notes convert at a 35% discount to the lowest market price during the prior 20 trading days.
Due to this variable conversion feature, the notes are classified as derivative liabilities
under ASC 815-40. |
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
Nine
Months Ended March 31, 2026
Convertible
Notes Payable
During
the nine months ended March 31, 2026, the Company entered into three Securities Purchase Agreements with an institutional investor and
issued senior secured convertible notes (collectively, the “Notes”) with substantially identical terms. The principal terms
of the Notes are summarized below:
Schedule
of Principal Terms of the Notes
| Note
# | |
Issuance
Date | |
Maturity
Date | |
Principal | | |
Original
Issue Discount | | |
Net
Proceeds | |
| | |
| |
| |
| | |
| | |
| |
| 39 | |
October
8, 2025 | |
October
8, 2026 | |
$ | 2,270,000 | | |
$ | 340,500 | | |
$ | 1,929,500 | |
| 40 | |
January
10, 2026 | |
January
10, 2027 | |
| 1,175,000 | | |
| 201,252 | | |
| 973,748 | |
| 41 | |
March
19, 2026 | |
March
19, 2027 | |
| 1,176,471 | | |
| 176,471 | | |
| 1,000,000 | |
| | |
| |
| |
$ | 4,621,471 | | |
$ | 718,223 | | |
$ | 3,903,248 | |
Each
Note bears interest at 15% per annum (24% upon default) and is secured by a first-priority lien on substantially all assets of the Company.
The interest rate decreases to 5% per annum during periods when the Company’s common stock is listed for trading on a national
securities exchange. The original issue discount on each Note increases by 3% of the total outstanding balance on each anniversary of
the issuance date until the applicable Note is no longer outstanding.
Each
Note is convertible into shares of the Company’s common stock at the lower of:
(i)
a fixed conversion price of $0.033 per share; or
(ii)
80% of the lowest volume-weighted average price (VWAP) during the five trading days prior to conversion.
Because
the conversion price contains a variable component that can result in settlement in a variable number of shares, the Company determined
that the embedded conversion feature in each Note requires bifurcation from the host debt instrument as a derivative liability.
At
the issuance date of each Note, the Company measured the bifurcated conversion feature at fair value. The resulting debt discount, together
with the original issue discount, was limited to the face amount of the applicable Note, and the excess of the derivative fair value
over the net proceeds was recognized as a charge to derivative expense during the nine months ended March 31, 2026. The aggregate debt
discount associated with each Note is being amortized to interest expense over the one-year term of the Note using the effective interest
method.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
The
amounts recognized at issuance for each Note are summarized below:
Schedule
of Issuance of Each Note in Derivative Liabilities
| | |
| |
Initial
Derivative | | |
Aggregate | | |
Derivative | |
| Note
# | |
Issuance
Date | |
Fair
Value | | |
Debt
Discount | | |
Expense | |
| | |
| |
| | |
| | |
| |
| 39 | |
October
8, 2025 | |
$ | 2,825,257 | | |
$ | 2,270,000 | | |
$ | 895,757 | |
| 40 | |
January
10, 2026 | |
| 1,238,092 | | |
| 1,175,000 | | |
| 239,342 | |
| 41 | |
March
19, 2026 | |
| 1,217,005 | | |
| 1,176,471 | | |
| 242,005 | |
| | |
| |
$ | 5,280,354 | | |
$ | 4,621,471 | | |
$ | 1,377,104 | |
The
derivative liabilities are remeasured at fair value at each reporting date, with changes recognized in the consolidated statements of
operations as a component of other income (expense), net.
See
Notes 11 and 12.
Fiscal
Year Ended June 30, 2025
Convertible
Notes Payable - Settlement of SWC Vendor Obligations
In
connection with the acquisition of SWC Group Inc. on March 31, 2025, the Company entered into settlement agreements with certain former
vendors and creditors of SWC. Under these agreements, SWC’s outstanding trade payable obligations were extinguished and replaced
with new convertible promissory notes issued by the Company to the respective creditors.
The
notes have an aggregate face value of $759,777, of which $530,572 was issued to third parties and $229,205 was issued to related parties
(see related party convertible notes discussion below). The notes bear interest at 15% per annum (15% default rate), mature on September
4, 2027, and are unsecured.
Each
note contained a conversion feature, conditional upon completion of the SWC merger, permitting the holder to convert outstanding principal
and accrued interest into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price during
the 20 trading days preceding the conversion date. The conversion features became exercisable upon the closing of the acquisition on
March 31, 2025. Because the conversion price is variable and can result in settlement in a variable number of shares, the Company determined
that the embedded conversion features require bifurcation from the host debt instruments as derivative liabilities.
At
the issuance date, the Company measured the bifurcated conversion features at an aggregate fair value of $1,413,568, of which $987,131
related to third-party notes and $426,437 related to related party notes.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
The
resulting debt discounts were limited to the face amounts of the respective notes, resulting in aggregate debt discounts of $759,777.
The excess of the derivative fair value over the aggregate face amounts of $653,791, consisting of $456,559 attributable to third-party
notes and $197,232 attributable to related party notes, was recognized as a charge to derivative expense during the year ended June 30,
2025.
The
debt discounts are being amortized to interest expense over the remaining terms of the notes.
The
derivative liabilities are remeasured at fair value at each reporting date, with changes recognized in the consolidated statements of
operations as a component of other income (expense) - net.
See
Notes 11 and 12.
Loans
#16/#17 – Amendments
On
July 23, 2024, the Company amended the terms of these notes to remove the right to adjust the conversion price. In exchange, the Company
increased the amount due under the notes by 10%, and issue 1,667 shares of Series D, convertible preferred stock.
Upon
amendment of terms, the Company evaluated the changes under ASC 470-50-40, Debt Modifications and Extinguishments, and determined
the modification constituted a substantial change, resulting in a loss on debt extinguishment as follows:
In
connection with this transaction, the Company recorded a loss on debt extinguishment as follows:
Schedule
of Loss on Debt Extinguishment
| | |
| | |
| Fair
value of debt (10% increase) and Series D, preferred stock on extinguishment date | |
$ | 113,955 | |
| Loss
on debt extinguishment | |
$ | 113,955 | |
See
Note 8 for additional information regarding the issuance of the Series D, convertible preferred stock in connection with these debt extinguishments.
In
April 2025, the maturity date of the notes was extended from April 2025 to November 1, 2025. No additional consideration was paid in
connection with the extensions.
The
Company evaluated the terms of the modification and concluded that the changes did not result in a substantially different instrument.
As a result, the modification was accounted for as a continuation of the existing debt arrangement, with no gain or loss recognized and
no impact on the consolidated financial statements.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
Debt
Conversions
Nine
Months Ended March 31, 2026
During
the nine months ended March 31, 2026, the Company issued an aggregate of 36,366,895 shares of common stock in connection with conversions
of outstanding amounts due under three convertible loans (loans #1, #16, and #17). Pursuant to the underlying debt agreements, all shares
were issued at a fixed contractual conversion price of $0.033 per share. Accordingly, no gain or loss was recognized on the conversions.
The conversions are summarized below:
Schedule
of Debt Conversions
| Note
# | |
Shares
Issued | | |
Principal | | |
Accrued
Interest | | |
Default
Interest | | |
Fees | | |
Total
Converted | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| 1 | |
| 29,700,000 | | |
$ | 581,714 | | |
$ | 63,231 | | |
$ | 328,155 | | |
$ | 7,000 | | |
$ | 980,100 | |
| 16 | |
| 2,380,901 | | |
| 72,225 | | |
| 2,845 | | |
| - | | |
| 3,500 | | |
| 78,570 | |
| 17 | |
| 4,285,994 | | |
| 102,600 | | |
| 33,587 | | |
| - | | |
| 5,250 | | |
| 141,437 | |
| | |
| 36,366,895 | | |
$ | 756,539 | | |
$ | 99,663 | | |
$ | 328,155 | | |
$ | 15,750 | | |
$ | 1,200,107 | |
Loans
#16 and #17 were fully settled upon completion of the conversions described above. Loan #1 remains outstanding as of March 31, 2026.
Fiscal
Year Ended June 30, 2025
During
the fiscal year ended June 30, 2025, the Company issued an aggregate of 8,003,614 shares of common stock in connection with conversions
of outstanding amounts due under two convertible loans (loans #2 and #16). Pursuant to the underlying debt agreements, all shares were
issued at a fixed contractual conversion price of $0.033 per share. Accordingly, no gain or loss was recognized on the conversions. The
conversions are summarized below:
| Note
# | |
Shares
Issued | | |
Principal | | |
Accrued
Interest | | |
Default
Interest | | |
Fees | | |
Total
Converted | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| 2 | |
| 6,000,000 | | |
$ | - | | |
$ | 20,963 | | |
$ | 175,287 | | |
$ | 1,750 | | |
$ | 198,000 | |
| 16 | |
| 2,003,614 | | |
| 36,425 | | |
| 26,195 | | |
| - | | |
| 3,500 | | |
| 66,120 | |
| | |
| 8,003,614 | | |
$ | 36,425 | | |
$ | 47,158 | | |
$ | 175,287 | | |
$ | 5,250 | | |
$ | 264,120 | |
Debt
Extinguishments
The
Company accounted for these debt conversions as debt extinguishments. As the fair value of the equity issued equaled the carrying value
of the extinguished debt, no gain or loss was recognized upon conversion.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
Notes
Payable
The
following represents a summary of the Company’s notes payable at March 31, 2026 and June 30, 2025:
Summary of Notes Payable
| June
30, 2024 | |
$ | - | |
| Proceeds | |
| 1,547,000 | |
| Repayments | |
| (23,988 | ) |
| Debt
acquired in acquisition | |
| 67,262 | |
| June
30, 2025 | |
| 1,590,274 | |
| Repayments | |
| (18,272 | ) |
| Debt
acquired in acquisition - net - Victorville | |
| 3,224,000 | |
| Debt
acquired in acquisition - net - Rancho Mirage | |
| 1,700,000 | |
| Settlement
of pre-existing debt of target acquisition | |
| (1,547,000 | ) |
| Amortization
of debt discount | |
| 231,826 | |
| March
31, 2026 | |
$ | 5,180,828 | |
The
following represents a detail of the Company’s notes payable at March 31, 2026 and June 30, 2025:
Schedule of Notes Payable
| | |
Loans
#26 and #27 | | |
Various
Loans#18,
#29, #30 and #31 | | |
Acquired
Debt
Loan
#36 | | |
Acquired
Debt
Loan
#37 | | |
Acquired
Debt
Loan
#38 | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Date
of Note | |
| September
10, 2021 | | |
| June
15, 2018 - June 15, 2025 | | |
| November
15, 2023 | | |
| April
15, 2025 | | |
| May
22, 2025 | | |
| | |
| Maturity
Date of Note | |
| September
10, 2026 | | |
| June
21, 2024 - June 15, 2026 | | |
| Demand | | |
| April
15, 2026 | | |
| May
22, 2026 | | |
| | |
| Interest
Rate | |
| 8.99 | % | |
| 15.00%
- 18.00% | | |
| 1.00 | % | |
| 15.00 | % | |
| 15.00 | % | |
| | |
| Default
Interest Rate | |
| 20.00 | % | |
| 15.00%
- 18.00% | | |
| 1.00 | % | |
| 15.00 | % | |
| 15.00 | % | |
| | |
| In-Default | |
$ | - | | |
$ | 20,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 20,000 | |
| Collateral | |
| Vehicle | | |
| Unsecured | | |
| Building/Hotel | | |
| All
Assets | | |
| All
Assets | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| June
30, 2025 | |
$ | 14,024 | | |
$ | 1,576,250 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,590,274 | |
| Settlement
of pre-existing debt of target acquisition | |
| - | | |
| (1,547,000 | ) | |
| - | | |
| - | | |
| - | | |
| (1,547,000 | ) |
| Debt
acquired in acquisition - Victorville | |
| - | | |
| - | | |
| - | | |
| 1,140,000 | | |
| 2,335,000 | | |
| 3,475,000 | |
| Debt
discount | |
| - | | |
| - | | |
| - | | |
| (66,500 | ) | |
| (184,500 | ) | |
| (251,000 | ) |
| Debt
acquired in acquisition - Rancho Mirage | |
| - | | |
| - | | |
| 1,700,000 | | |
| - | | |
| - | | |
| 1,700,000 | |
| Amortization
of debt discount | |
| - | | |
| - | | |
| - | | |
| 66,500 | | |
| 165,326 | | |
| 231,826 | |
| Repayments | |
| (9,022 | ) | |
| (9,250 | ) | |
| - | | |
| - | | |
| - | | |
| (18,272 | ) |
| March
31, 2026 | |
| 5,002 | | |
| 20,000 | | |
| 1,700,000 | | |
| 1,140,000 | | |
| 2,315,826 | | |
| 5,180,828 | |
| Less:
short term | |
| 5,002 | | |
| 20,000 | | |
| 1,700,000 | | |
| 1,140,000 | | |
| 2,315,826 | | |
| 5,180,828 | |
| Long
term | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| June
30, 2024 | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Proceeds | |
| - | | |
| 1,547,000 | | |
| - | | |
| - | | |
| - | | |
| 1,547,000 | |
| Debt
acquired in acquisition - SWC | |
| 17,262 | | |
| 50,000 | | |
| - | | |
| - | | |
| - | | |
| 67,262 | |
| Repayments | |
| (3,238 | ) | |
| (20,750 | ) | |
| - | | |
| - | | |
| - | | |
| (23,988 | ) |
| June
30, 2025 | |
| 14,024 | | |
| 1,576,250 | | |
| - | | |
| - | | |
| - | | |
| 1,590,274 | |
| Less:
short term | |
| - | | |
| 1,576,250 | | |
| - | | |
| - | | |
| - | | |
| 1,576,250 | |
| Long
term | |
$ | 14,024 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 14,024 | |
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
Loans
#30/#31
Notes
Payable – Victorville Hotel Acquisition
During
April and June 2025, the Company entered into two loan agreements with the seller of the Victorville hotel property. Under these agreements,
the seller advanced the Company an aggregate of $1,547,000 for working capital purposes. The loans were unsecured and bore interest at
15% per annum. Pursuant to the loan terms, if the acquisition did not close, the loans would have become payable one year from their
respective commitment dates. If the acquisition closed, the outstanding principal and accrued interest would be forgiven in full.
The
Victorville acquisition closed on August 27, 2025, and the aggregate balance of $1,547,000, together with accrued interest, was eliminated
in consolidation as an intercompany amount upon the seller becoming a wholly owned subsidiary of the Company. Accordingly, these balances
are not reflected in the notes payable schedule as of March 31, 2026.
Convertible
Notes Payable – Related Parties
The
following represents a summary of the Company’s convertible notes payable – related parties at March 31, 2026 and June 30,
2025:
Schedule
of Convertible Notes Payable
| June
30, 2024 | |
$ | - | |
| Debt
acquired in acquisition - SWC | |
| 229,204 | |
| Debt
Discount | |
| (229,204 | ) |
| Amortization
of debt discount | |
| 53,639 | |
| Repayments | |
| (33,490 | ) |
| June
30, 2025 | |
| 20,149 | |
| Conversion
of accounts payable to | |
| | |
| convertible
note payable - related party | |
| 73,927 | |
| Amortization
of debt discount | |
| 60,447 | |
| March
31, 2026 | |
$ | 154,523 | |
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
The
following represents a detail of the Company’s convertible notes payable – related parties at March 31, 2026 and June 30,
2025:
Schedule of Notes Payable Related Parties
| | |
Loan
#19 | | |
Loan
#28 | | |
Loan
#42 | | |
Total | |
| | |
| | |
| | |
| | |
| |
| Holder | |
| Chief
Executive Officer | | |
| Chief
Revenue Officer | | |
| Chief
Revenue Officer | | |
| | |
| | |
| | | |
| Board
Director | | |
| Board
Director | | |
| | |
| Date
of Note | |
| September
4, 2024 | | |
| September
4, 2024 | | |
| March
31, 2026 | | |
| | |
| Maturity
Date of Note | |
| September
4, 2027 | | |
| September
4, 2027 | | |
| March
31, 2029 | | |
| | |
| Interest
Rate | |
| 15.00 | % | |
| 15.00 | % | |
| 15.00 | % | |
| | |
| In-Default | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Collateral | |
| Unsecured | | |
| Unsecured | | |
| Unsecured | | |
| | |
| * | These convertible
notes are convertible at a discount, equal to 65% of the lowest market price over the preceding 20 days. |
Schedule
of Convertible Notes Payable Related Parties
| June
30, 2025 | |
$ | 15,172 | | |
$ | 4,977 | | |
$ | - | | |
$ | 20,149 | |
| |
| (180,154 | ) | |
| (49,050 | ) | |
| (49,050 | ) | |
| (278,254 | ) |
| Conversion
of accounts payable to convertible note payable - related party | |
| - | | |
| - | | |
| 73,927 | | |
| 73,927 | |
| Amortization
of debt discount | |
| 45,516 | | |
| 14,931 | | |
| - | | |
| 60,447 | |
| March
31, 2026 | |
| 60,688 | | |
| 19,908 | | |
| 73,927 | | |
| 154,523 | |
| Less:
short term | |
| - | | |
| - | | |
| - | | |
| - | |
| Long
term | |
$ | 60,688 | | |
$ | 19,908 | | |
$ | 73,927 | | |
$ | 154,523 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| June
30, 2024 | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Debt
acquired in acquisition - SWC | |
| 180,154 | | |
| 49,050 | | |
| 49,050 | | |
| 278,254 | |
| Debt
discount | |
| (180,154 | ) | |
| (49,050 | ) | |
| (49,050 | ) | |
| (278,254 | ) |
| Amortization
of debt discount | |
| 48,662 | | |
| 4,977 | | |
| 4,977 | | |
| 58,616 | |
| Repayments | |
| (33,490 | ) | |
| - | | |
| - | | |
| (33,490 | ) |
| June
30, 2025 | |
| 15,172 | | |
| 4,977 | | |
| 4,977 | | |
| 25,126 | |
| Less:
short term | |
| - | | |
| - | | |
| - | | |
| - | |
| Long
term | |
$ | 15,172 | | |
$ | 4,977 | | |
$ | 4,977 | | |
$ | 25,126 | |
Loan
#42
Convertible
Note Payable - Related Party Settlement of Vendor Obligation
On
March 31, 2026, the Company entered into a settlement agreement with a related party to extinguish $73,927 of outstanding accounts payable
in exchange for a convertible promissory note issued by the Company with a face value of $73,927. The note bears interest at 15% per
annum, matures on March 31, 2029, and is unsecured.
The
note is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price during
the 20 trading days preceding the conversion date. Because the conversion price is variable and can result in settlement in a variable
number of shares, the Company determined that the embedded conversion feature requires bifurcation from the host debt instrument as a
derivative liability.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
At
the issuance date, the Company measured the bifurcated conversion feature at a fair value of $109,283, which was recognized in full as
a charge to derivative expense during the nine months ended March 31, 2026. No debt discount was recorded. The fair value of the derivative
liability was estimated using the Black-Scholes option pricing model. See Note 11 for the significant unobservable inputs used in the
valuation.
The
derivative liability is remeasured at fair value at each reporting date, with changes recognized in the consolidated statements of operations
as a component of other income (expense), net.
See
Notes 11 and 12.
Mortgage
Notes Payable
The
following represents a summary of the Company’s mortgage notes payable at March 31, 2026 and June 30, 2025:
Schedule of Mortgage Notes Payable Related to Acquisition
| June
30, 2025 | |
$ | - | |
| Debt
acquired in acquisition - Victorville | |
| 9,492,000 | |
| Debt
acquired in acquisition - Rancho Mirage | |
| 9,992,000 | |
| Repayments | |
| (197,783 | ) |
| March
31, 2026 | |
$ | 19,286,217 | |
During
the fiscal year ended June 30, 2026, the Company completed the acquisitions of two hotel properties located in Victorville, California
and Rancho Mirage, California. In connection with these acquisitions, the Company assumed existing mortgage indebtedness secured by the
respective properties.
The
assumed mortgage notes were recorded at their estimated fair values as of the respective acquisition dates in accordance with ASC 805.
The fair value measurements reflected market-based assumptions regarding interest rates and credit spreads for comparable debt instruments
at the time of each acquisition.
The
Victorville acquisition resulted in the recognition of an assumed mortgage note with an acquisition-date fair value of $9,492,000, and
the Rancho Mirage acquisition resulted in the recognition of an assumed mortgage note with an acquisition-date fair value of $9,992,000.
The
assumed mortgage notes are secured by the respective hotel properties and contain customary covenants and repayment terms.
See
Note 9.
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
The
following table presents a detail of the Company’s mortgage notes payable at March 31, 2026 and June 30, 2025:
Schedule of Mortgage Notes Payable
| | |
Loan
#34 | | |
Loan
#35 | | |
Total | |
| | |
| | |
| | |
| |
| Property
Name | |
| Victorville | | |
| Rancho
Mirage | | |
| | |
| Date
of Note | |
| June
6, 2022 | | |
| June
6, 2022 | | |
| | |
| Maturity
Date of Note | |
| June
6, 2029 | | |
| June
6, 2029 | | |
| | |
| Interest
Rate | |
| 7.00 | %* | |
| 7.00 | %* | |
| | |
| In-Default | |
$ | - | | |
$ | - | | |
$ | - | |
| Collateral | |
| Property | | |
| Property | | |
| | |
| * | The interest rate
was fixed at 5% for the period June 2022 - June 2025. Subsequently, the interest rate is variable, equal to Wall Street Journal prime
rate plus 0.25% |
Schedule of Mortgage Notes Payable Related to Debt
| June
30, 2025 | |
$ | - | | |
| - | | |
$ | - | |
| Debt
acquired in acquisition | |
| 9,492,000 | | |
| 9,992,000 | | |
| 19,484,000 | |
| Repayments | |
| (95,182 | ) | |
| (102,601 | ) | |
| (197,783 | ) |
| March
31, 2026 | |
| 9,396,818 | | |
| 9,889,399 | | |
| 19,286,217 | |
| Less:
short term | |
| 206,867 | | |
| 217,728 | | |
| 424,595 | |
| Long
term | |
$ | 9,189,951 | | |
$ | 9,671,671 | | |
$ | 18,861,622 | |
Debt
Maturities
The
following represents future maturities of the Company’s various debt arrangements as follows:
Schedule of Maturities of Various Debt Arrangements
| For
the Year Ended June 30, | |
Convertible
Notes
Payable | | |
Convertible
Notes
Payable - Related Parties | | |
Notes
Payable | | |
Mortgage
Notes
Payable | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| 2026
(3 months) | |
$ | 3,554,556 | | |
$ | - | | |
$ | 5,180,828 | | |
$ | 104,353 | | |
$ | 8,839,737 | |
| 2027 | |
| 1,979,679 | | |
| - | | |
| - | | |
| 432,049 | | |
| 2,411,728 | |
| 2028 | |
| 215,340 | | |
| 80,596 | | |
| | | |
| 459,650 | | |
| 755,586 | |
| 2029 | |
| - | | |
| 73,927 | | |
| - | | |
| 18,290,165 | | |
| 18,364,092 | |
| Total | |
$ | 5,749,575 | | |
$ | 154,523 | | |
$ | 5,180,828 | | |
$ | 19,286,217 | | |
$ | 30,371,143 | |
NIGHTFOOD
HOLDINGS, INC. AND SUBSIDIARIES
DBA
TECHFORCE ROBOTICS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
|