HOFV Reports Multiple Material Events in 8-K

TL;DR

HOFV dropped an 8-K detailing asset changes, delisting risk, control shifts, and exec moves. Big shakeup incoming.

AI Summary

Hall of Fame Resort & Entertainment Co. (HOFV) filed an 8-K on December 31, 2025, reporting several material events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, changes in control, and changes in officers and directors. The filing also notes amendments to articles of incorporation and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in the company's listing status, which could impact investors' holdings and the company's operational future.

Risk Assessment

Risk Level: high — The filing mentions potential delisting and material changes in control, indicating significant uncertainty and risk for the company and its investors.

Key Players & Entities

• Hall of Fame Resort & Entertainment Co. (company) — Registrant
• Gordon Pointe Acquisition Corp. (company) — Former Company Name
• 20251231 (date) — Report Date

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share HOFV OTC Pink M
• $0.90 — was converted into the right to receive $0.90 in cash without interest and subject to

Filing Documents

• ef20062028_8k.htm (8-K) — 53KB
• ef20062028_ex3-1.htm (EX-3.1) — 15KB
• ef20062028_ex3-2.htm (EX-3.2) — 73KB
• 0001140361-25-047082.txt ( ) — 292KB
• hofv-20251231.xsd (EX-101.SCH) — 4KB
• hofv-20251231_lab.xml (EX-101.LAB) — 22KB
• hofv-20251231_pre.xml (EX-101.PRE) — 16KB
• ef20062028_8k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. At the Effective Time, in accordance with the terms set forth in the Merger Agreement, (a) each issued and outstanding share of common stock of the Company, par value $0.0001 per share (the " Company Common Stock "), as of immediately prior to the Effective Time (other than Owned Company Shares (as defined below) or dissenting shares) was converted into the right to receive $0.90 in cash without interest and subject to applicable withholding (the " Merger Consideration "), (b) each share of Company Common Stock held in the treasury of the Company, any shares of Company Common Stock owned by the Buyer Parties, and any shares of Company Common Stock owned by affiliates of the Buyer Parties immediately prior to the Effective Time (collectively, " Owned Company Shares ") were automatically canceled and ceased to exist without any conversion thereof or consideration paid therefor, and (c) each share of 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Company and each share of 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share, of the Company immediately prior to the Effective Time were automatically canceled and ceased to exist without any conversion thereof or consideration paid therefor. In addition, pursuant to the Merger Agreement, in accordance with the terms set forth therein and unless otherwise agreed in writing between Parent and the applicable holder, at the Effective Time: Each outstanding award of restricted stock units covering shares of Company Common Stock that was governed under any Company Equity Plan (as defined by the Merger Agreement) (" Company RSUs ") were cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to th

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. On December 31, 2025, the Company notified the Financial Industry Regulatory Authority, Inc. that the Merger had been completed and requested that the OTC Markets Group, Inc. (the " OTC ") suspend trading of Company Common Stock prior to the opening of trading on January 2, 2026. As a result, the shares of Company Common Stock will no longer be listed on the OTC. The Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of Company Common Stock and warrants to purchase Company Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Company Common Stock and warrants to purchase Company Common Stock.

03

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and in Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was automatically cancelled and exchanged, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.

01

Item 5.01. Changes in Control of Registrant. The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a subsidiary of Parent.

02

Item 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. Pursuant to the Merger Agreement, at the Effective Time, Karl L. Holz, Marcus LaMarr Allen, Anthony J. Buzzelli, David Dennis, Mary Owen, and Kimberly K. Schaefer each resigned from the Board and from any and all committees of the Board on which they served.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the " Charter "). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub's name were replaced with references to the Company's name (the " Bylaws "). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 7, 2025, by and among HOFV Holdings, LLC, Omaha Merger Sub, Inc., Hall of Fame Resort & Entertainment Company, and CH Capital Lending, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 8, 2025). 3.1 Second Amended and Restated Certificate of Incorporation of Hall of Fame Resort & Entertainment Company, dated as of December 31, 2025 . 3.2 Second Amended and Restated Bylaws of Hall of Fame Resort & Entertainment Company, dated as of December 31, 2025 . 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: December 31, 2025

View Full Filing

View this 8-K filing on SEC EDGAR