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)
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Delaware
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001-38363
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84-3235695
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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HOFV
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OTC Pink Market
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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.
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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:
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For
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Against
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Abstentions
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Broker Non-Votes
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3,396,118
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733,949
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42,206
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0
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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.
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HALL OF FAME RESORT & ENTERTAINMENT COMPANY
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By:
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/s/ Lisa Gould
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Name:
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Lisa Gould
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Title:
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Interim Chief Executive Officer
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Dated: September 25, 2025
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