Welcome to our dedicated page for Hall of Fame Resort & Entertainment Company SEC filings (Ticker: HOFVW), 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.
Hall of Fame Resort & Entertainment Company filings document the public-company record for a resort, entertainment and media business built around Hall of Fame Village and professional football. The filings identify HOFVW as warrants to purchase common stock and include Exchange Act reports covering material definitive agreements, debt amendments, direct financial obligations, subsidiary borrower arrangements and capital-structure disclosures.
The filing record also covers listing-status changes for the company's common stock and warrants, including a Form 25 notification related to Nasdaq removal, along with 8-K disclosures on lease and guaranty matters, note and security agreement amendments, governance relationships with affiliated lenders, and other material events. These records disclose financing, security status, risk-related events and corporate governance matters.
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.
Hall of Fame Resort & Entertainment Company filed an 8-K reporting a material event: it submitted a Notice of Intent to Terminate a Merger Agreement and announced the non-extension of a Note and Security Agreement, both dated September 5, 2025. The filing lists the notice as Exhibit 99.1 but provides no further financial terms, counterparties, or explanation in the body of the report. Stakeholders are informed that the company formally documented its decision to end the merger agreement process and will not extend the related financing arrangement, with details contained in the referenced exhibit.
Hall of Fame Resort & Entertainment Company reported total assets of $360,497,791 against total liabilities of $315,671,345, leaving total equity of $44,826,446 and an accumulated deficit of $301,058,485. The company operates destination resort, media and gaming-related businesses and owns the DoubleTree by Hilton and Hall of Fame Village assets.
For the six months ended June 30, 2025, total revenue was $7,287,602 and the company recorded a net loss of $26,964,556 (net loss attributable to HOFRE stockholders $27,496,556), or $4.11 per share basic and diluted. Cash and restricted cash totaled $5,241,419 with only $831,075 unrestricted. Notes payable, net were $261,944,445 and approximately $126 million of debt is scheduled to mature through June 30, 2026. The Company disclosed substantial doubt about its ability to continue as a going concern.
The filing discloses a Merger Agreement providing $0.90 cash per share consideration, multiple amendments and short-term extensions to debt facilities, and that the company was delisted from Nasdaq and now trades on the OTC Pink market.
Hall of Fame Resort & Entertainment Company (HOFRE) is proposing a going-private merger under an Agreement and Plan of Merger dated May 7, 2025, under which HOFV Holdings, LLC (an IRG affiliate) will acquire all outstanding common shares for $0.90 cash per share. The price equals an approximate 28.6% premium to HOFRE's May 7, 2025 closing price. The Merger Agreement was reviewed and unanimously recommended by an independent Special Committee and was approved by the HOFRE Board. If completed, HOFRE common shares will be cancelled for cash, HOFRE preferred shares will be cancelled without consideration, and the company will be delisted and deregistered.
The deal is conditioned on stockholder approval at a special meeting to be held virtually on September 16, 2025 (record date August 1, 2025; 6,713,514 shares outstanding), receipt of at least $20.0 million of Parent acquisition financing, and other customary closing conditions. The proxy notes interim IRG financing of approximately $13.7 million, appraisal rights under Delaware law, a $1.0 million termination fee in specified cases, and two lawsuits filed July 15, 2025 alleging disclosure omissions.