Hall of Fame Resort & Entertainment Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 22, 2025

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

 

2014 Champions Gateway, Suite 100

Canton, OH 44708

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (330) 458-9176

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On October 22, 2025, Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and its subsidiaries HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), and HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II,” and collectively with the Company, Newco and Retail I, “Borrowers”), entered into a Twelfth Amendment (“Twelfth Amendment”) to Note and Security Agreement (“Note”), with CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”). The Twelfth Amendment is effective as of October 17, 2025. CHCL is an affiliate of Stuart Lichter, a director of the Company.

The Twelfth Amendment modifies the definition of “Facility Amount” in Section 1 of the Note (as amended prior to the Twelfth Amendment) to increase 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 certain restrictions. In addition, the Twelfth Amendment extended the definition of “Maturity Date” in Section 1 of the Note (as amended prior to the Twelfth Amendment) to mean the earliest to occur of (i) October 31, 2025, (ii) the closing of the transactions contemplated by the Merger Agreement (as defined below), (iii) October 24, 2025 if the Company has not delivered executed term sheets from the holders of the its 8% Convertible Notes due 2025 providing for their agreement to exchange such notes for equity of HOFV Holdings, LLC (“Parent”) in connection with the closing of the transactions contemplated by the Merger Agreement, and (iv) October 31, 2025 if the Company has not satisfied its obligations under Section 7.2(g) of the Merger Agreement to deliver executed consents and subscription documents for such exchange.

In connection with the Twelfth Amendment, on October 22, 2025, the Company entered into a Membership Interests Pledge Agreement (the “Pledge Agreement”) with Newco and CHCL, effective as of October 17, 2025, pursuant to which the Company and Newco granted to CHCL a security interest in, and pledged their membership interests in, certain of their subsidiaries.

The foregoing description of the Twelfth Amendment and the Pledge Agreement does not purport to be complete and is qualified in its entirety by the full text of the Twelfth Amendment and the Pledge Agreement, attached hereto as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

As previously disclosed, on September 5, 2025, the Company received a Notice of Intent to Terminate Merger Agreement and Non-Extension of Note & Security Agreement (the “Notice”) from the Parent, Omaha Merger Sub, Inc. (the “Merger Sub” and together with Parent, the “Buyer Parties”) and certain of their affiliates. Pursuant to the Notice, the Buyer Parties and CHCL provided written notice of their intention to terminate that certain Agreement and Plan of Merger, dated May 7, 2025, by and among the Company, the Buyer Parties, and CHCL solely as guarantor (the “Merger Agreement”) under Section 8.1(e) on September 17, 2025, due to the Company’s failure to perform its obligations thereunder. On September 16, 2025 and September 30, 2025, the Company received letters from the Buyer Parties and certain of their affiliates that extended such termination date to September 30, 2025 and October 17, 2025, respectively.

On October 22, 2025, the Company received an additional letter, dated October 17, 2025 (the “Letter”), from the Buyer Parties and certain of their affiliates providing that in consideration of the agreements set forth in the Twelfth Amendment, the termination date of October 17, 2025 had been extended to October 31, 2025, and further, Parent agreed to forbear from exercising its rights and remedies under the Merger Agreement, prior to such date, absent any earlier default by the Company of any of its obligations under and pursuant to the Merger Agreement other than the obligations arising under Section 7.2(g) of the Merger Agreement with respect to receipt of third party consents to the transaction from the holders of the Company’s 8% Convertible Notes due 2025.

If the Company is unable to obtain the consent of the holders of the Company’s 8% Convertible Notes due 2025 to resolve the asserted default under the Merger Agreement, the foregoing would be expected to have a material adverse effect on the Company’s liquidity and financial condition and may render the Company insolvent and unable to sustain its operations and continue as a going concern. No assurance can be provided that the Company will be able to refinance, restructure or repay its indebtedness or to continue as a going concern.

The foregoing information is a summary of the material terms of the Letter described above, is not complete, and is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Readers should review the Letter for a complete understanding of the terms and conditions thereto.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.