Hall of Fame Resort (HOFV) stockholders clear key vote on merger deal

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Company reported that stockholders approved its previously announced Agreement and Plan of Merger with HOFV Holdings, LLC at a reconvened special meeting held on September 24, 2025. The proposal to adopt the Merger Agreement received 3,396,118 votes in favor, 733,949 against and 42,206 abstentions, with 4,172,273 shares of common stock representing 62.1% of voting authority present, which constituted a quorum.

Under the approved structure, Omaha Merger Sub, Inc. will merge with and into the company, and the company will continue as a wholly owned subsidiary of HOFV Holdings, LLC. Completion of the merger is still contingent on the satisfaction or waiver of the remaining conditions specified in the Merger Agreement.

Positive

• Stockholders approved the Merger Agreement with 3,396,118 votes in favor, advancing the company’s planned combination with HOFV Holdings, LLC toward completion.

Negative

• None.

Insights

M&A and corporate governance analyst

Shareholders approved the merger, clearing a key step but closing still depends on remaining conditions.

The stockholder vote in favor of adopting the Merger Agreement between Hall of Fame Resort & Entertainment Company and HOFV Holdings, LLC is a major milestone in the company’s planned merger. With 3,396,118 votes for and 733,949 against, the proposal passed at a reconvened special meeting where 4,172,273 shares, or 62.1% of voting authority, were represented, meeting quorum requirements.

The transaction structure calls for Omaha Merger Sub, Inc. to merge with and into the company, after which the company will become a wholly owned subsidiary of HOFV Holdings, LLC. The filing notes that consummation of the merger remains subject to satisfaction or waiver of conditions in the Merger Agreement, so the final outcome will depend on those conditions being met or waived by the parties.

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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 24, 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 5.07. Submission of Matters to a Vote of Security Holders.

On September 24, 2025, Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”) reconvened its special meeting of stockholders (the “Reconvened Special Meeting”), which was initially held on September 16, 2025.

An aggregate of 4,172,273 shares of the Company’s common stock or 62.1% of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Reconvened Special Meeting.

At the Reconvened Special Meeting, the Company’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated May 7, 2025 (the “Merger Agreement”), by and among the Company, HOFV Holdings, LLC (“Parent”), Omaha Merger Sub, Inc. (“Merger Sub”), and CH Capital Lending, LLC, solely as guarantor, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). The results of the votes were as follows:

For		Against		Abstentions		Broker Non-Votes
3,396,118		733,949		42,206		0

The consummation of the Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement by the parties thereto.

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 25, 2025

FAQ

What did Hall of Fame Resort & Entertainment Company (HOFV) announce in this 8-K?

The company reported that its stockholders approved the Agreement and Plan of Merger with HOFV Holdings, LLC, under which Omaha Merger Sub, Inc. will merge with and into the company, and the company will become a wholly owned subsidiary of HOFV Holdings, LLC.

How did HOFV stockholders vote on the proposed merger?

Stockholders cast 3,396,118 votes for, 733,949 votes against, and 42,206 abstentions on the proposal to adopt the Merger Agreement, with no broker non-votes reported.

Was there a quorum at HOFV’s reconvened special meeting?

Yes. An aggregate of 4,172,273 shares of common stock, representing 62.1% of the voting authority, were present virtually, in person, or by valid proxy, which constituted a quorum for the reconvened special meeting.

What is the structure of the Hall of Fame Resort & Entertainment Company merger?

Under the approved Merger Agreement, Omaha Merger Sub, Inc. will merge with and into Hall of Fame Resort & Entertainment Company, and the company will survive the merger as a wholly owned subsidiary of HOFV Holdings, LLC.

Is the HOFV merger already completed after this stockholder vote?

No. The company states that completion of the merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement by the parties involved.

Who signed the 8-K for Hall of Fame Resort & Entertainment Company?

The report was signed on behalf of the company by Lisa Gould, who is identified as the Interim Chief Executive Officer.