Hall Of Fame Resort & Entmt Co SEC Filings

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.

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.

Amendment No. 9 to the Schedule 13D reports that certain affiliated reporting persons holding a substantial majority of Hall of Fame Resort & Entertainment Co. (HOFV) common stock have updated the filing to disclose recent communications with the issuer. The reporting group delivered a Notice of Intent to Terminate a Merger Agreement on September 5, 2025, and subsequently extended the termination date by letter to October 17, 2025.

The letter attached as Exhibit 99.59 (summarized in Item 4) reflects that Parent agreed to forbear from exercising rights and remedies under the Merger Agreement prior to October 17, 2025, unless the issuer defaults earlier on obligations other than those related to obtaining third‑party consents from holders of the issuer's 8% Convertible Notes due 2025. The filing also discloses detailed beneficial ownership positions for multiple related entities and individuals, with Lichter Stuart and affiliated entities collectively reported as beneficial owners of 73.1% of the outstanding common stock on the stated basis.