Welcome to our dedicated page for Hall Of Fame Resort & Entmt Co SEC filings (Ticker: HOFV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides historical SEC filings for Hall of Fame Resort & Entertainment Company, which formerly traded under the symbol HOFV. These documents trace the company’s evolution as a public issuer, its operations as a resort, entertainment, and media business centered on professional football, and the steps that led to its transition to private ownership.
Annual reports on Form 10-K and quarterly reports on Form 10-Q, as referenced in company communications, contain details on the Hall of Fame Village destination in Canton, Ohio, as well as the media and gaming divisions. They present information on revenue categories such as sponsorships, event and rental income, restaurant and other revenues, and hotel revenues, along with operating expenses, depreciation, interest expense, and other financial metrics. These filings also discuss development projects, financing arrangements, and risk factors relevant to the business.
Current reports on Form 8-K are particularly important for understanding key events. For example, a Form 8-K dated December 31, 2025 describes the completion of a merger in which Omaha Merger Sub, Inc., a subsidiary of HOFV Holdings, LLC, merged with and into Hall of Fame Resort & Entertainment Company, with the company surviving as a subsidiary of HOFV Holdings, LLC. That filing explains how outstanding shares of common stock were converted into the right to receive cash consideration and notes the company’s request to suspend trading of its common stock.
Subsequently, a Form 15 filed on December 31, 2025 certifies the termination of registration of the company’s common stock and warrants under Section 12(g) of the Exchange Act and the suspension of its reporting obligations under Sections 13 and 15(d). Other 8-K filings from 2025 describe amendments to a Note and Security Agreement with CH Capital Lending, LLC, stockholder votes on the merger, and related matters. Together, these filings document the company’s capital structure, financing arrangements, and the process of going private.
On Stock Titan, you can use AI-powered summaries to quickly understand the substance of complex filings such as 10-Ks, 10-Qs, 8-Ks, and Form 15. The platform highlights key items like revenue composition, major transactions, changes in control, and registration status, helping users navigate the historical regulatory record of Hall of Fame Resort & Entertainment Company without reading every page in detail.
Hall of Fame Resort & Entertainment Co. reported an insider share disposal linked to its merger. A company director filed a report showing the disposition of 39,519 shares of common stock on 12/31/2025. This relates to the closing of a previously agreed merger in which Omaha Merger Sub, Inc. was merged into the company, leaving Hall of Fame Resort & Entertainment Co. as a wholly owned subsidiary of HOFV Holdings, LLC.
At the effective time of the merger, each share of common stock with a par value of $0.0001 was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. Following this transaction, the reporting director no longer beneficially owns any shares of the company’s common stock.
Hall of Fame Resort & Entertainment Company director Marcus Allen LaMarr reported the disposition of his common stock in connection with the company’s merger. On 12/31/2025, LaMarr’s 32,558 shares of common stock were converted in the merger into the right to receive a cash payment of $0.90 per share, before taxes and without interest. The merger combined Hall of Fame Resort & Entertainment Company with a subsidiary of HOFV Holdings, LLC, leaving the company as a wholly owned subsidiary of HOFV Holdings. Following this transaction, LaMarr reported beneficial ownership of 0 shares of Hall of Fame Resort & Entertainment Company common stock.
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 reported weaker results for the quarter and nine months ended September 30, 2025, and highlighted serious liquidity pressures and merger uncertainty.
For the nine months, revenue was $12.3 million, down from $16.4 million a year earlier, while net loss widened to $41.3 million from $34.5 million. Loss from operations was $20.0 million, and high interest expense and non‑cash items kept overall losses elevated.
As of September 30, 2025, the company held about $1.4 million of unrestricted cash and $4.4 million of restricted cash, had notes payable of $268.3 million, and disclosed about $129.8 million of debt coming due through December 31, 2026. Management stated these factors create substantial doubt about its ability to continue as a going concern.
The company is party to a cash merger agreement at $0.90 per share signed in May 2025 that has been repeatedly extended and was still not consummated as of December 15, 2025. It also disclosed the termination of its waterpark ground lease for default, a series of amendments increasing CH Capital Lending facilities tied to the take‑private transaction, the 2025 resignation of its CEO and leadership changes, and the delisting from Nasdaq, with shares now trading on the OTC Pink market.
Hall of Fame Resort & Entertainment Co. (HOFV) reported an insider ownership change on a Form 4. On November 20, 2025, HOF Village, LLC dissolved and its 683,083 shares of HOFV common stock were distributed to American Capital Center, LLC, removing that indirect holding from the reporting person’s positions.
The individual remains a director and 10% owner, with indirect holdings reported through CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC, plus a small direct position of 9,090 common shares. The reporting person disclaims beneficial ownership of certain indirect holdings except to the extent of any economic interest.
Hall of Fame Resort & Entertainment Co. (HOFV) received an Amendment No. 11 to a Schedule 13D updating the ownership of its common stock. The filing shows that various entities affiliated with investor Stuart Lichter report significant beneficial holdings, including convertible notes and warrants that are exercisable within 60 days.
Based on 6,700,844 shares outstanding as of August 11, 2025, CH Capital Lending, LLC reports beneficial ownership of 12,380,981 shares, or 67.5% of the common stock on an as-converted basis. Stuart Lichter individually and through affiliated entities reports beneficial ownership of 13,995,179 shares, or 72.8% of the class. American Capital Center, LLC reports 701,604 shares, or 10.5%, while IRG, LLC and Midwest Lender Fund, LLC report 6.7% and 5.9%, respectively.
The amendment also notes that on November 20, 2025, HOF Village, LLC was dissolved and its 683,083 common shares of HOFV were distributed to American Capital Center, LLC, further consolidating ownership within the reporting group.
Hall of Fame Resort & Entertainment Company filed a Form 12b-25 to notify that it will not file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 within the required deadline or the usual five-day extension. The company cites resource limitations, employee turnover, and management’s focus on a previously announced merger with HOFV Holdings, LLC, Omaha Merger Sub, Inc., and CH Capital Lending, LLC as the main reasons for the delay. The merger agreement was disclosed earlier in a Form 8-K filed on May 8, 2025.
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 Co. — Schedule 13D/A update. The filing reports updated beneficial ownership positions for multiple affiliated holders and details a new forbearance and termination-date extension tied to a pending merger agreement.
Ownership: CH Capital Lending, LLC reports beneficial ownership of 12,380,981 shares, representing 67.6% of the class. IRG, LLC reports 477,165 shares (6.7%), Midwest Lender Fund, LLC 421,796 shares (5.9%), IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC each 840,168 shares (12.3%), and American Capital Center, LLC 18,521 shares (0.3%). Stuart Lichter, as an individual, reports beneficial ownership of 14,152,264 shares (73.1%). These amounts include shares issuable upon conversion or exercise within 60 days, as described.
Merger process update: The reporting persons state that a letter dated October 17, 2025 extended the previously noticed termination date to October 31, 2025, and Parent agreed to forbear from exercising rights and remedies under the merger agreement prior to that date, subject to stated exceptions.