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): September 16, 2025
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
001-38363
|
|
84-3235695
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
2014 Champions Gateway, Suite 100
Canton, OH 44708
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (330) 458-9176
(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:
☐
|
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock, $0.0001 par value per share
|
|
HOFV
|
|
OTC Pink Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 16, 2025, Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and its subsidiaries HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), HOF Village
Retail I, LLC, a Delaware limited liability company (“Retail I”), and HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II,” and collectively with the Company, Newco and Retail I, “Borrowers”),
entered into a Tenth Amendment (“Tenth Amendment”) to Note and Security Agreement (“Note and Security Agreement”), with CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”). CHCL is an affiliate of Stuart
Lichter, a director of the Company.
The Tenth Amendment modifies the definition of “Facility Amount” in Section 1 of the original Note and Security Agreement (as amended prior to the Tenth Amendment) to increase the facility amount from $15,000,000 to
$17,000,000 allowing the Borrowers to request an additional $2,000,000 for general corporate purposes, subject to certain restrictions. Additionally, the Tenth Amendment introduces a new definition for “IRG Affiliate Debt Documents,” extends the
definition of “Maturity Date” and amends the cross-default provision to reflect the updated terms relating to affiliated debt instruments. The Tenth Amendment also acknowledges that the Company’s Board of Directors has authorized and directed management to prepare and execute all necessary agreements to transfer the collateral for the loans and other financial accommodations issued and outstanding pursuant to the Note and Security Agreement and the IRG Affiliate Debt Documents to CHCL and its affiliates upon an event of default under such debt instruments, which may include carrying out such transfer by deed in lieu of foreclosure.
The foregoing description of the Tenth Amendment does not purport to be complete and is qualified in its entirety by the full text of the Tenth Amendment, attached
hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 16, 2025, the Company convened its special meeting of
stockholders (the “Special Meeting”) for the following purposes: (i) to consider and vote on the proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated May 7, 2025, by and among the Company, HOFV Holdings, LLC (“Parent”),
Omaha Merger Sub, Inc. (the “Merger Sub” and together with Parent, the “Buyer Parties”),
and CHCL solely as guarantor, pursuant to which Omaha Merger Sub will merge with
and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger Proposal”), (ii) to consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Compensation Proposal”), and (iii) to
consider and vote on any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the
Special Meeting (the “Adjournment Proposal”).
An aggregate of 3,883,659 shares of the Company’s common stock or 57.84% of the voting authority, constituting a quorum, were represented virtually, in person, or by
valid proxies at the Special Meeting. At the Special Meeting, the stockholders of the Company approved the Compensation Proposal and the Adjournment Proposal. The results of the votes were as follows:
The Compensation Proposal:
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
3,163,786
|
|
688,751
|
|
31,122
|
|
0
|
The Adjournment Proposal:
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
3,349,334
|
|
495,474
|
|
38,851
|
|
0
|
The Company then adjourned the Special Meeting until September 24, 2025, at 10:00 a.m., Eastern Time, in order to allow the Company to solicit additional proxies with
respect to the Merger Proposal.
Stockholders will be able to attend virtually and vote at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting,
the details of which are set forth in the proxy statement. The Company does not intend to change the record date for the Special Meeting.
If a stockholder has any questions or needs assistance voting their shares, please contact the Company’s proxy solicitor:
Alliance Advisors, LLC
150 Clove Road, Suite 400
Little Falls, New Jersey 07424
Toll-Free: 844-202-7187
Email: HOFV@allianceadvisors.com
Item 8.01 Other Events.
As previously disclosed, on September 5, 2025, the Company received a Notice of Intent to Terminate Merger Agreement and Non-Extension of Note &
Security Agreement (the “Notice”) from the Buyer Parties and certain of their affiliates. Pursuant to the Notice, the Buyer Parties and CHCL provided written
notice of their intention to terminate the Merger Agreement under Section 8.1(e) on September 17, 2025, due to the Company’s failure to perform its obligations
thereunder.
On September 16, 2025, the Company received a letter (the “Letter”)
from the Buyer Parties and certain of their affiliates providing that in consideration of the agreements set forth in the Tenth Amendment, the termination date of September 17, 2025 had been extended to September 30, 2025, and further, Parent agreed to forbear from exercising its rights and remedies under the Merger Agreement, prior to such date, absent any earlier default by the Company of any
of its obligations under and pursuant to the Merger Agreement other than the obligations arising under Section 7.2(g) of the Merger Agreement with respect to receipt of
third party consents to the transaction from the holders of the Company’s 8% Convertible Notes due 2025.
If the Company is unable to resolve the asserted default under the Merger Agreement, the foregoing would be expected to have a material adverse effect on
the Company’s liquidity and financial condition and may render the Company insolvent and unable to sustain its operations and continue as a going concern. No assurance can be provided that the Company will be able to refinance, restructure or repay
its indebtedness or to continue as a going concern.
The foregoing information is a summary of the material terms of the Letter
described above, is not complete, and is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Readers should review the Letter for a complete understanding of the terms and conditions thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
Tenth Amendment to Note & Security Agreement, dated September 16, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF
Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender
|
|
99.1
|
|
Letter, dated September 16, 2025, from HOFV Holdings, LLC, CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURE
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 hereunto duly authorized.
|
|
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
|
|
|
|
|
|
|
By:
|
/s/ Lisa Gould
|
|
|
|
Name:
|
Lisa Gould
|
|
|
|
Title:
|
Interim Chief Executive Officer
|
|
|
|
|
|
Dated: September 16, 2025
|
|
|
