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

TL;DR

HOF enters new material agreement, creating financial obligation.

AI Summary

On October 22, 2025, Hall of Fame Resort & Entertainment Company entered into a material definitive agreement. This agreement also created a direct financial obligation for the registrant. The filing also notes other events and includes financial statements and 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 — Entering into new material definitive agreements and financial obligations can introduce financial risks and operational changes that require careful monitoring.

Key Players & Entities

• Hall of Fame Resort & Entertainment Company (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share HOFV OTC Pink M
• $20,000,000 — t) to increase the facility amount from $20,000,000 to $22,000,000 allowing the Borrowers t
• $22,000,000 — the facility amount from $20,000,000 to $22,000,000 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

• ef20057569_8k.htm (8-K) — 41KB
• ef20057569_ex10-1.htm (EX-10.1) — 28KB
• ef20057569_ex10-2.htm (EX-10.2) — 138KB
• ef20057569_ex99-1.htm (EX-99.1) — 16KB
• 0001140361-25-039109.txt ( ) — 381KB
• hofv-20251022.xsd (EX-101.SCH) — 4KB
• hofv-20251022_lab.xml (EX-101.LAB) — 21KB
• hofv-20251022_pre.xml (EX-101.PRE) — 16KB
• ef20057569_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. 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, 2

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 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 f

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Twelfth Amendment to Note & Security Agreement, effective October 17, 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 10.2 Membership Interests Pledge Agreement, effective October 17, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and CH Capital Lending LLC 99.1 Letter, dated October 17, 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 23, 2025

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