Hall of Fame Resort & Ent. Files DEFA14A

TL;DR

HOF files proxy statement, shareholders vote soon.

AI Summary

Hall of Fame Resort & Entertainment Co. filed a DEFA14A on September 17, 2025, detailing information related to its operations. The company, formerly known as Gordon Pointe Acquisition Corp., is based in Canton, Ohio, and operates in the amusement and recreation sector. This filing is a definitive proxy statement, typically used for shareholder meetings and voting.

Why It Matters

This filing provides crucial information for shareholders regarding company governance, proposals, and voting matters, impacting their investment decisions and the company's future direction.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not inherently indicate new risks or significant negative developments.

Key Players & Entities

• Hall of Fame Resort & Entertainment Co (company) — Filer
• Gordon Pointe Acquisition Corp. (company) — Former company name
• Canton, OH (location) — Principal executive offices
• September 17, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share HOFV OTC Pink Mar
• $15,000,000 — t) to increase the facility amount from $15,000,000 to $17,000,000 allowing the Borrowers t
• $17,000,000 — the facility amount from $15,000,000 to $17,000,000 allowing the Borrowers to request an ad
• $2,000,000 — the Borrowers to request an additional $2,000,000 for general corporate purposes, subject

Filing Documents

• ef20055661_defa14a.htm (DEFA14A) — 35KB
• ef20055661_ex10-1.htm (EX-10.1) — 29KB
• ef20055661_ex99-1.htm (EX-99.1) — 11KB
• 0001140361-25-035157.txt ( ) — 76KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 16, 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 Tenth Amendment (" Tenth Amendment ") to Note and Security Agreement ("Note and Security Agreement"), with CH Capital Lending, LLC, a Delaware limited liability company (" CHCL "). CHCL is an affiliate of Stuart Lichter, a director of the Company. The Tenth Amendment modifies the definition of "Facility Amount" in Section 1 of the original Note and Security Agreement (as amended prior to the Tenth Amendment) to increase the facility amount from $15,000,000 to $17,000,000 allowing the Borrowers to request an additional $2,000,000 for general corporate purposes, subject to certain restrictions. Additionally, the Tenth Amendment introduces a new definition for "IRG Affiliate Debt Documents," extends the definition of "Maturity Date" and amends the cross-default provision to reflect the updated terms relating to affiliated debt instruments. The Tenth Amendment also acknowledges that the Company's Board of Directors has authorized and directed management to prepare and execute all necessary agreements to transfer the collateral for the loans and other financial accommodations issued and outstanding pursuant to the Note and Security Agreement and the IRG Affiliate Debt Documents to CHCL and its affiliates upon an event of default under such debt instruments, which may include carrying out such transfer by deed in lieu of foreclosure. The foregoing description of the Tenth Amendment does not purport to be complete and is qualified in its entirety by the full text of th

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 16, 2025, the Company convened its special meeting of stockholders (the " Special Meeting ") for the following purposes: (i) to consider and vote on the proposal to adopt the Agreement and Plan of Merger (the " Merger Agreement "), dated May 7, 2025, by and among the Company, HOFV Holdings, LLC (" Parent "), Omaha Merger Sub, Inc. (the "Merger Sub" and together with Parent, the " Buyer Parties "), and CHCL solely as guarantor, pursuant to which Omaha Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the " Merger Proposal "), (ii) to consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the " Compensation Proposal "), and (iii) to consider and vote on any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the " Adjournment Proposal "). An aggregate of 3,883,659 shares of the Company's common stock or 57.84% of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Special Meeting. At the Special Meeting, the stockholders of the Company approved the Compensation Proposal and the Adjournment Proposal. The results of the votes were as follows: The Compensation Proposal: For Against Abstentions Broker Non-Votes 3,163,786 688,751 31,122 0 The Adjournment Proposal: For Against Abstentions Broker Non-Votes 3,349,334 495,474 38,851 0 The Company then adjourned the Special Meeting until September 24, 2025, at 10:00 a.m., Eastern Time, in order to allow the Company to solicit additional proxies with respect to

01 Other Events

Item 8.01 Other Events. 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 Buyer Parties and certain of their affiliates. Pursuant to the Notice, the Buyer Parties and CHCL provided written notice of their intention to terminate 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, the Company received a letter (the " Letter ") from the Buyer Parties and certain of their affiliates providing that in consideration of the agreements set forth in the Tenth Amendment, the termination date of September 17, 2025 had been extended to September 30, 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 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 revie

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Tenth Amendment to Note & Security Agreement, dated September 16, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender 99.1 Letter, dated September 16, 2025, from HOFV Holdings, LLC, CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. HALL OF FAME RESORT & ENTERTAINMENT COMPANY By: /s/ Lisa Gould Name: Lisa Gould Title: Interim Chief Executive Officer Dated: September 16, 2025

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View this DEFA14A filing on SEC EDGAR