Hall of Fame Resort & Entertainment Co. Files 8-K

TL;DR

HOFV filed an 8-K on 9/30/25 for a material definitive agreement & financial obligation.

AI Summary

Hall of Fame Resort & Entertainment Company entered into a material definitive agreement on September 30, 2025. This agreement creates a direct financial obligation for the registrant. The filing also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates a significant new financial commitment or agreement for Hall of Fame Resort & Entertainment Co., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which inherently carries financial risk for the company.

Key Players & Entities

• Hall of Fame Resort & Entertainment Company (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• Gordon Pointe Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share HOFV OTC Pink M
• $17,000,000 — t) to increase the facility amount from $17,000,000 to $20,000,000 allowing the Borrowers t
• $20,000,000 — the facility amount from $17,000,000 to $20,000,000 allowing the Borrowers to request an ad
• $3,000,000 — the Borrowers to request an additional $3,000,000 for general corporate purposes, subject

Filing Documents

• ef20056539_8k.htm (8-K) — 40KB
• ef20056539_ex10-1.htm (EX-10.1) — 36KB
• ef20056539_ex99-1.htm (EX-99.1) — 15KB
• 0001140361-25-036988.txt ( ) — 226KB
• hofv-20250930.xsd (EX-101.SCH) — 4KB
• hofv-20250930_lab.xml (EX-101.LAB) — 21KB
• hofv-20250930_pre.xml (EX-101.PRE) — 16KB
• ef20056539_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 30, 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 an Eleventh Amendment (" Eleventh Amendment ") to Note and Security Agreement (" Note "), with CH Capital Lending, LLC, a Delaware limited liability company (" CHCL "). CHCL is an affiliate of Stuart Lichter, a director of the Company. The Eleventh Amendment modifies the definition of "Facility Amount" in Section 1 of the original Note and Security Agreement (as amended prior to the Eleventh Amendment) to increase the facility amount from $17,000,000 to $20,000,000 allowing the Borrowers to request an additional $3,000,000 for general corporate purposes, subject to certain restrictions, and extends the definition of "Maturity Date". In the event that the Take Private Transaction (as defined in the Note) is not consummated on or prior to October 17, 2025, for any reason including, without limitation, the continuing failure to obtain the consent of the holders of the Company's 8% Convertible Notes due 2025, the Eleventh Amendment includes certain covenants, among them, the Company's obligation to facilitate the expeditious transfer of all collateral granted to Lender and any of its affiliates under this Note and any of the IRG Affiliate Debt Documents as well as certain other rights with respect to foreclosure proceedings. The Eleventh Amendment also acknowledges that the Company's Board of Directors has authorized and directed management to cooperate with Lender in the preparation of the necessary agreements, instruments and documents relating to the foreclosure o

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 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.

01

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 HOFV Holdings, LLC (" 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, the Company received a letter from the Buyer Parties and certain of their affiliates that extended such termination date to September 30, 2025. On September 30, 2025, the Company received an additional letter (the " Letter ") from the Buyer Parties and certain of their affiliates providing that in consideration of the agreements set forth in the Eleventh Amendment, the termination date of September 30, 2025 had been extended to October 17, 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 insolven

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Eleventh Amendment to Note & Security Agreement, dated September 30, 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 30, 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: October 1, 2025

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View this 8-K filing on SEC EDGAR