Merger deadline extended as Hall of Fame (OTC: HOFV) warns on liquidity

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Company disclosed a financing amendment and serious merger and liquidity risks. The company and affiliates entered into a Tenth Amendment to their Note and Security Agreement with CH Capital Lending, increasing the facility amount from $15,000,000 to $17,000,000, permitting an additional $2,000,000 for general corporate purposes and updating maturity and cross-default terms tied to affiliated debt. The amendment also notes board authorization to transfer loan collateral to CH Capital Lending and its affiliates upon an event of default, which may occur via deed in lieu of foreclosure.

At a special meeting, stockholders approved the non-binding Compensation Proposal and an Adjournment Proposal, with 3,883,659 shares, or 57.84% of voting power, present, and the meeting was adjourned to September 24, 2025 to continue soliciting votes on the merger. The Buyer Parties extended their intended termination date of the Merger Agreement from September 17, 2025 to September 30, 2025 and agreed to forbear from exercising remedies until then, subject to conditions. The company warns that if it cannot cure the asserted default under the Merger Agreement, this is expected to have a material adverse effect on liquidity and financial condition and may render it insolvent and unable to continue as a going concern.

Positive

• None.

Negative

• Company warns of potential insolvency and going concern issues if it cannot cure an asserted default under the Merger Agreement, with an expected material adverse effect on liquidity and financial condition.
• Merger at risk and collateral transfer on default, as Buyer Parties issued a prior notice of intent to terminate the Merger Agreement and the amended debt terms contemplate transferring collateral, potentially by deed in lieu of foreclosure, upon default.

Insights

Credit and special situations analyst

Financing is extended but merger default risk raises going concern doubts.

The company increased its Note and Security Agreement capacity from $15,000,000 to $17,000,000, giving access to an extra $2,000,000 for general corporate purposes. This comes from CH Capital Lending, an affiliate of director Stuart Lichter, and the amendment revises definitions, maturity and cross-default terms across related-party debt instruments.

The amendment also acknowledges board authorization to transfer collateral for these loans to CH Capital Lending and its affiliates upon an event of default, potentially via deed in lieu of foreclosure. Separately, the Buyer Parties issued a letter extending the targeted termination date of the Merger Agreement to September 30, 2025 and agreeing to forbear from enforcing merger remedies until then, subject to conditions.

The company explicitly states that failure to resolve the asserted default under the Merger Agreement is expected to have a material adverse effect on liquidity and financial condition and may render it insolvent and unable to continue as a going concern. The adjournment of the special meeting to September 24, 2025 to solicit more proxies on the merger underscores the importance of this transaction to its capital structure and viability.

8-K Event Classification

5 items: 1.01, 2.03, 5.07, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/16/2025 - 08:47 PM Learn about SEC filing dates

FAQ

What financing change did Hall of Fame Resort & Entertainment Company (HOFV) disclose?

The company and its subsidiaries entered into a Tenth Amendment to their Note and Security Agreement with CH Capital Lending, LLC. This amendment increases the facility amount from $15,000,000 to $17,000,000, permitting the borrowers to request an additional $2,000,000 for general corporate purposes, and updates the maturity date and cross-default provisions related to affiliated debt.

How does the Tenth Amendment affect collateral and default remedies for HOFV?

The Tenth Amendment records that the board has authorized management to prepare and execute agreements to transfer the collateral securing the loans and related financial accommodations to CH Capital Lending and its affiliates upon an event of default. This transfer may include using a deed in lieu of foreclosure to convey the collateral if default occurs under the Note and Security Agreement or related IRG Affiliate Debt Documents.

What were the results of Hall of Fame Resort & Entertainment Company’s special meeting votes?

At the special meeting on September 16, 2025, with 3,883,659 shares of common stock representing 57.84% of voting power present, stockholders approved the Compensation Proposal and the Adjournment Proposal. The meeting was then adjourned until September 24, 2025 to allow further solicitation of proxies on the Merger Proposal.

What is the current status of the proposed merger involving Hall of Fame Resort & Entertainment Company (HOFV)?

The Buyer Parties previously sent a Notice of Intent to Terminate the Merger Agreement, citing Section 8.1(e). On September 16, 2025, they sent a Letter extending the targeted termination date from September 17, 2025 to September 30, 2025. Parent agreed to forbear from exercising its rights and remedies under the Merger Agreement until that date, absent earlier defaults other than certain third-party consent obligations related to the company’s 8% Convertible Notes due 2025.

Why does Hall of Fame Resort & Entertainment Company highlight liquidity and going concern risks?

The company states that if it is unable to resolve the asserted default under the Merger Agreement, this is expected to have a material adverse effect on its liquidity and financial condition. It further notes that this situation may render the company insolvent and unable to sustain operations or continue as a going concern, and it cannot provide assurance that it will refinance, restructure or repay its indebtedness.

Who is CH Capital Lending, LLC in relation to Hall of Fame Resort & Entertainment Company?

CH Capital Lending, LLC is the lender under the Note and Security Agreement and the Tenth Amendment. It is described as an affiliate of Stuart Lichter, who is a director of Hall of Fame Resort & Entertainment Company. CH Capital Lending also appears as a party or affiliate in connection with the Merger Agreement guaranty and the Letter extending the merger termination date.

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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