Hall of Fame Resort & Entertainment (HOFV) Company Report

Hall of Fame Resort & Entertainment Company completed its merger with Omaha Merger Sub, Inc., a subsidiary of HOFV Holdings, LLC, on December 31, 2025, resulting in the Company becoming a subsidiary of Parent.
Each outstanding share of common stock was converted into the right to receive $0.90 in cash.
The Company's common stock will be delisted from the OTC Pink Market, with trading suspended prior to the opening on January 2, 2026.
The Company intends to file a Form 15 with the SEC to terminate registration and suspend its reporting obligations under the Securities Exchange Act of 1934.

Dec 31, 2025, 10:23 PM

Hall of Fame Resort & Entertainment Co Amends Debt Agreement and Extends Merger Termination Date

HOFV

M&A

Debt Issuance

Delisting/Listing Issues

Hall of Fame Resort & Entertainment Company (HOFV) entered into an Eleventh Amendment to its Note and Security Agreement, increasing the Facility Amount from $17,000,000 to $20,000,000 and extending the Maturity Date to October 17, 2025.
The termination date for the Take Private Transaction Merger Agreement was also extended to October 17, 2025, with the Parent agreeing to forbear from exercising its rights and remedies until that date, unless there is an earlier default by HOFV.
If the Take Private Transaction is not consummated by October 17, 2025, HOFV is obligated to facilitate the transfer of collateral to the Lender, with foreclosure proceedings to be initiated on October 20, 2025, or a later stipulated date, and the company's Board has authorized management to cooperate with this process.
The company explicitly stated that its inability to obtain consent from holders of its 8% Convertible Notes due 2025 could have a material adverse effect on its liquidity and financial condition, potentially rendering it insolvent and unable to continue as a going concern.

Oct 1, 2025, 8:05 PM

HOFV Amends Debt Agreement, Extends Merger Termination, and Warns of Going Concern Risk

HOFV

Debt Issuance

M&A

Profit Warning

Hall of Fame Resort & Entertainment Company (HOFV) entered into a Tenth Amendment to its Note and Security Agreement on September 16, 2025, increasing the "Facility Amount" from $15,000,000 to $17,000,000, providing an additional $2,000,000 for general corporate purposes.
The Maturity Date for the debt instruments was updated to the earliest of September 30, 2025, the closing of the Take Private Transaction, the Termination Date, or an Event of Default. Concurrently, the termination date of the Merger Agreement was extended from September 17, 2025, to September 30, 2025.
The company's Board of Directors authorized management to prepare agreements for the transfer of collateral to lenders upon an event of default under the debt instruments, potentially through a deed in lieu of foreclosure.
A special meeting of stockholders on September 16, 2025, was adjourned until September 24, 2025, to solicit additional proxies for the Merger Proposal.
HOFV warned that failure to resolve the asserted default under the Merger Agreement could have a material adverse effect on liquidity and financial condition, potentially leading to insolvency and inability to continue as a going concern.