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 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.
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.
Amendment No. 8 to Schedule 13D for Hall of Fame Resort & Entertainment Co (HOFV) updates the reporting groups disclosures and describes recent developments regarding the Merger Agreement. On September 5, 2025 the reporting parties delivered a Notice of Intent to Terminate the Merger Agreement and Non-Extension of a related Note & Security Agreement. On September 16, 2025 the reporting groups parent delivered a letter extending the termination date from September 17, 2025 to September 30, 2025 and agreeing to forbear from exercising remedies under the Merger Agreement prior to that date, except for obligations relating to receipt of third-party consents for holders of the Issuers 8% Convertible Notes due 2025. The letter is filed as Exhibit 99.58 and is incorporated by reference.
The filing also reports beneficial ownership details for multiple reporting persons, including that Lichter Stuart is attributed with 14,152,264 shares or 73.1% of the class (based on 6,698,645 shares outstanding as of March 21, 2025) when convertible instruments and warrants are included, CH Capital Lending, LLC beneficially owns 12,380,981 shares (67.6% when included instruments are counted), and other affiliated entities hold smaller percentages described in the filing.
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.
Amendment No. 7 to a Schedule 13D updates prior disclosures by a group of related reporting persons regarding their holdings in Hall of Fame Resort & Entertainment Co. The filing reports that on May 7, 2025 the Issuer entered a Merger Agreement with HOFV Holdings, LLC and related buyer parties, and on September 5, 2025 those buyer parties delivered a Notice of Intent to Terminate the Merger Agreement citing the Issuer's failure to perform. The buyer parties intend to terminate the Merger Agreement effective September 17, 2025 unless the Issuer cures the alleged breach before that date. The filing states the parties are discussing potential solutions and additional funding but expressly warns there is no assurance any arrangements will materialize or provide sufficient short-term working capital. The filing also restates beneficial ownership details for the reporting persons, including that CH Capital Lending, LLC beneficially owns 12,380,981 shares (67.6%) and Stuart Lichter may be deemed to beneficially own 14,152,264 shares (73.1%) on a stated basis that includes numerous convertible instruments.