Every 8-K that HALL OF FAME REST&ENT NEW (HOFV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HOFV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HOFV filings page.
Hall of Fame Resort & Entertainment Company completed its previously announced merger with Omaha Merger Sub, Inc., an affiliate of HOFV Holdings, LLC and Industrial Realty Group, LLC. At the effective time of the merger, each outstanding share of common stock was converted into the right to receive $0.90 in cash per share, without interest and subject to withholding, except for certain owned and dissenting shares. All 7.00% Series A Cumulative Redeemable Preferred Stock and 7.00% Series C Convertible Preferred Stock were cancelled with no consideration.
Following the transaction, the company became a subsidiary of HOFV Holdings, LLC, and a change of control occurred. Trading of the common stock on the OTC Pink Market is being suspended prior to the January 2, 2026 open, and the company plans to file Form 15 to terminate registration of its common stock and warrants and suspend its SEC reporting obligations. The company also adopted a new certificate of incorporation and bylaws, and all listed directors resigned from the board at the merger’s effective time.
Hall of Fame Resort & Entertainment Company amended its Note and Security Agreement with CH Capital Lending, LLC through a Thirteenth Amendment. The change redefines the “Maturity Date” to occur on the earliest of: the closing of the transactions under the Agreement and Plan of Merger dated May 7, 2025, the “Termination Date” defined in that merger agreement, or an Event of Default.
The borrowers include the Company and subsidiaries HOF Village Newco, LLC, HOF Village Retail I, LLC, and HOF Village Retail II, LLC. CH Capital Lending is an affiliate of director Stuart Lichter. This adjustment ties the debt timeline directly to the merger process and default triggers.
Hall of Fame Resort & Entertainment Company amended its secured note with CH Capital Lending, increasing the facility amount from $20,000,000 to $22,000,000, allowing the Borrowers to request an additional $2,000,000 for general corporate purposes, subject to restrictions. The amendment also revised the maturity to the earliest of October 31, 2025 or specified merger-related milestones tied to noteholder consents and obligations under the merger agreement.
The Company and HOF Village Newco granted CH Capital Lending a security interest via a Membership Interests Pledge Agreement over certain subsidiary interests. Separately, the Buyer Parties extended their stated merger termination date to October 31, 2025 and agreed to forbear under the merger agreement until then, absent earlier default other than the third-party consent requirement for exchanging the 8% Convertible Notes due 2025.
The Company disclosed that failure to obtain these noteholder consents could materially harm liquidity and financial condition and may render the Company insolvent and unable to continue as a going concern.
The Form 8-K for Hall of Fame Resort & Entertainment Company (HOFV) reports two exhibits: an Eleventh Amendment to a Note & Security Agreement dated September 30, 2025 between the company and affiliated borrowers (HOF Village Newco, LLC; HOF Village Retail I, LLC; HOF Village Retail II, LLC) and CH Capital Lending, LLC as lender, and a letter dated September 30, 2025 from HOFV Holdings, LLC, CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC. No financial terms, amendments' details, or management commentary are included in the reported text.
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.
Hall of Fame Resort & Entertainment Company reported that it emailed stockholders on September 17, 2025 to encourage them to vote at its special meeting of stockholders. The special meeting, originally held virtually on September 16, 2025, was adjourned until September 24, 2025 at 10:00 a.m. Eastern Time to allow additional time to solicit proxies.
Stockholders who held common shares as of the close of business on August 1, 2025 are eligible to vote. The company has engaged Alliance Advisors, LLC as its proxy solicitor to assist stockholders with voting questions. The email sent to stockholders is filed as Exhibit 99.1, and further details about the matters up for vote are included in the definitive proxy statement filed on August 8, 2025.
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.