Podstawowe statystyki
| LEI | 549300TLMKHYWBAZGD30 |
| CIK | 1708176 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hall of Fame Resort & Entertainment Company
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
| January 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| December 31, 2025 |
As filed with the Securities and Exchange Commission on December 31, 2025 As filed with the Securities and Exchange Commission on December 31, 2025 Registration No. |
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| December 31, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HALL OF FAME RESORT & ENTERTAINMENT COMPANY ARTICLE I The name of this corporation is Hall of Fame Resort & Entertainment Company (the “Corporation”). ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, DE 19801. The name of its registered a |
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| December 31, 2025 |
AMENDED AND RESTATED BYLAWS HALL OF FAME RESORT & ENTERTAINMENT COMPANY ARTICLE I Exhibit 3.2 As adopted December 31, 2025 AMENDED AND RESTATED BYLAWS OF HALL OF FAME RESORT & ENTERTAINMENT COMPANY ARTICLE I OFFICES 1.1. Registered Office. The registered office of Hall of Fame Resort & Entertainment Company (the “Corporation”) within the State of Delaware shall be established and maintained at the location of the registered agent of the Corporation. 1.2. Other Offices. The Corp |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of regist |
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| December 31, 2025 |
As filed with the Securities and Exchange Commission on December 31, 2025 As filed with the Securities and Exchange Commission on December 31, 2025 Registration No. |
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| December 31, 2025 |
As filed with the Securities and Exchange Commission on December 31, 2025 As filed with the Securities and Exchange Commission on December 31, 2025 Registration No. |
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| December 31, 2025 |
As filed with the Securities and Exchange Commission on December 31, 2025 As filed with the Securities and Exchange Commission on December 31, 2025 Registration No. |
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| December 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38363 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| November 6, 2025 |
THIRTEENTH AMENDMENT NOTE AND SECURITY AGREEMENT Exhibit 10.1 THIRTEENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This THIRTEENTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT effective as of October 31, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| October 23, 2025 |
MEMBERSHIP INTERESTS PLEDGE AGREEMENT Exhibit 10.2 MEMBERSHIP INTERESTS PLEDGE AGREEMENT This Membership Interests Pledge Agreement (this “Agreement”) is made effective as of October 17 2025, between HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOFREC”), and HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“NewCo” and collectively with HOFREC, each a “Grantor” and collectively, jointly and several |
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| October 23, 2025 |
[Remainder of page intentionally left blank; signature page follows Exhibit 99.1 VIA ELECTRONIC MAIL October 17, 2025 Hall of Fame Resort and Entertainment Company 2014 Champions Gateway, Suite 100 Canton, Ohio 44706 Attn: Karl Holz Tim Kelly Re: Extension of Termination Date Dear Karl and Tim: Reference is made to our correspondence to the Company dated September 5, 2025 referencing “Notice of Termination of Merger Agreement” (“Termination Notice”) and the corres |
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| October 23, 2025 |
TWELFTH AMENDMENT NOTE AND SECURITY AGREEMENT Exhibit 10.1 TWELFTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This TWELFTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT effective as of October 17, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limit |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| October 1, 2025 |
[Remainder of page intentionally left blank; signature page follows] Exhibit 99.1 VIA ELECTRONIC MAIL September 30, 2025 Hall of Fame Resort and Entertainment Company 2014 Champions Gateway, Suite 100 Canton, Ohio 44706 Attn: Karl Holz Tim Kelly Re: Extension of Termination Date Dear Karl and Tim: Reference is made to our correspondence to the Company dated September 16, 2025, referencing “Extension of Termination Date” (the “Termination Date Extension Notice”). Te |
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| October 1, 2025 |
ELEVENTH AMENDMENT NOTE AND SECURITY AGREEMENT Exhibit 10.1 ELEVENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This ELEVENTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT effective as of September 30, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware l |
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| October 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| October 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| September 18, 2025 |
Exhibit 99.1 |
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| September 18, 2025 |
Exhibit 99.1 |
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| September 17, 2025 |
[Remainder of page intentionally left blank; signature page follows] Exhibit 99.1 VIA ELECTRONIC MAIL September 16, 2025 Hall of Fame Resort and Entertainment Company 2014 Champions Gateway, Suite 100 Canton, Ohio 44706 Attn: Karl Holz Tim Kelly Re: Extension of Termination Date Dear Karl and Tim: Reference is made to our correspondence to the Company dated September 5, 2025, referencing “Notice of Termination of Merger Agreement” (the “Termination Notice”). Terms |
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| September 17, 2025 |
[Remainder of page intentionally left blank; signature page follows] Exhibit 99.1 VIA ELECTRONIC MAIL September 16, 2025 Hall of Fame Resort and Entertainment Company 2014 Champions Gateway, Suite 100 Canton, Ohio 44706 Attn: Karl Holz Tim Kelly Re: Extension of Termination Date Dear Karl and Tim: Reference is made to our correspondence to the Company dated September 5, 2025, referencing “Notice of Termination of Merger Agreement” (the “Termination Notice”). Terms |
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| September 17, 2025 |
TENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT Exhibit 10.1 TENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This TENTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated September 16, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability |
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| September 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| September 17, 2025 |
false000170817600017081762025-09-162025-09-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 17, 2025 |
TENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT Exhibit 10.1 TENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This TENTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated September 16, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability |
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| September 9, 2025 |
Los Angeles • New York • Sacramento • Chicago • Akron • Cleveland • Columbus • Cincinnati • Detroit Exhibit 99.1 11111 Santa Monica Blvd., Suite 810 Los Angeles, CA 90025 (310) 806-4434 www.industrialrealtygroup.com VIA ELECTRONIC MAIL September 5, 2025 Hall of Fame Resort & Entertainment Company 2014 Champions Gateway, Suite 100 Canton, OH 44708 Attn: Karl Holtz Tim Kelly Email: [email protected] [email protected] Re: Notice of Intent to Terminate Merger Agreement and Non-Exte |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT & EN |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| August 8, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| August 1, 2025 |
Exhibit 10.1 NINTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This NINTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated July 24, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability comp |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| July 25, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| July 24, 2025 |
Exhibit 99.1 Date: July 18, 2025 HOF Village Retail I, LLC HOF Village Retail II, LLC Hall of Fame Resort & Entertainment Company 2014 Champions Gateway Canton, Ohio 44708 Attention: Eric Hess, Senior Vice President of Finance Re: That certain (i) Ground Lease (the “Lease”), dated as of September 27, 2022, by and between Twain GL XXXVI, LLC, a Missouri limited liability company (“Landlord), and HO |
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| July 21, 2025 |
X0203 0001354457 Nasdaq Stock Market LLC 0001708176 Hall of Fame Resort & Entertainment Co 001-38363 780 Fifth Avenue South Naples FL FLORIDA 34102 412-960-4687 Common Stock and Warrants 17 CFR 240.12d2-2(b) Aravind Menon Hearings Advisor 2025-07-21 |
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| July 11, 2025 |
Exhibit 16(C)(2) CONIDENTIAL May 7, 2025 Project Omaha Presentation to the Special Committee of the Board of Directors of Hall of Fame Resort & Entertainment Company Outline ▪ Scope of the Assignment (Page 3) ▪ Assumptions, Qualifications, and Limitations (Page 8) ▪ Transaction Overview (Page 15) ▪ HOFV Overview (Page 22) ▪ Valuation Summary (Page 30) ▪ Transaction Rationale (Page 37) 2 CONFIDENTI |
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| July 11, 2025 |
Section 262 of the Delaware General Corporation Act Exhibit 16(f) DGCL Appraisal Provisions Section 262 of the General Corporation Law of the State of Delaware § 262. |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 (Amendment No. |
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| July 7, 2025 |
Exhibit 10.2 AMENDED and RESTATED PROMISSORY NOTE Term Note Borrower: HALL OF FAME RESORT & Lender: STARK COMMUNITY ENTERTAINMENT FOUNDATION, INC. COMPANY 400 Market Ave N, Suite 200 2014 Champions Gateway Canton, Ohio 44702 Suite 100 Canton,,Ohio 44708 Principal Amount: $1,500,000. Date of Amended and Restated Note: June 30, 2025 PROMISE TO PAY. FOR VALUE RECEIVED, HALL OF FAME RESORT & ENTERTAIN |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| July 7, 2025 |
Exhibit 10.1 FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT Borrower: HALL OF FAME RESORT & Lender: STARK COMMUNITY FOUNDATION, INC. ENTERTAINMENT COMPANY 400 Market Avenue N, Suite 200 2014 Champions Gateway, Suite 100 Canton, Ohio 44702 Canton, OH 44708 Effective Date of Business Loan Agreement: June 11, 2024 Effective Date of First Amendment to Business Loan Agreement: June 30, 2025 THIS FIRST AMEN |
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| July 1, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under to Section 13(e) of the Securities Exchange Act of 1934 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Name of the Issuer) Hall of Fame Resort & Entertainment Company HOFV Holdings, LLC Omaha Merger Sub, Inc. |
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| July 1, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Hall of Fame Resort & Entertainment Company HOFV Holdings, LLC Omaha Merger Sub, Inc. |
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| July 1, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) Hall of Fame Resort & Entertainment Company (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $4,706,397. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| June 25, 2025 |
Exhibit 10.1 EIGHTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This EIGHTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated June 18, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability co |
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| May 29, 2025 |
Exhibit 10.1 SEVENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This SEVENTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated May 27, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability c |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| May 19, 2025 |
Exhibit 10.1 SIXTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This SIXTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated May 13, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability compa |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT & E |
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| May 13, 2025 |
Exhibit 10.7 Execution Copy AMENDMENT TO NOTE PURCHASE AGREEMENT This AMENDMENT (this “Amendment”) TO NOTE PURCHASE AGREEMENT dated as of March 19, 2025, amends that certain Note Purchase Agreement dated as of July 1, 2020, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note Purchase Agreement”; capitalized words and phrases used herein and |
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| May 13, 2025 |
Exhibit 10.5 RETENTION AND CONSULTING AGREEMENT This RETENTION AND CONSULTING AGREEMENT (“Agreement”) is entered into as of March 18, 2025 (“Effective Date”), by and HOF Village Newco, LLC (“HOF Newco”) and Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) (Hall of Fame Resort, together with HOF Newco, the “Company”), on the one hand, and Michael Crawford (“Crawford”), on the oth |
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| May 13, 2025 |
Exhibit 10.9 OMNIBUS EXTENSION OF DEBT INSTRUMENTS This OMNIBUS EXTENSION OF DEBT INSTRUMENTS (this “Agreement”) entered into effective as of March 31, 2025 (the “Effective Date”) is made by and among CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), in its capacity as a lender and as administrative agent for itself and the other lenders, IRG, LLC, a Nevada limited liability |
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| May 8, 2025 |
Letter to Partners dated May 8, 2025 Exhibit 99.2 Dear Valued Partner of HOFV, Today we announced that we have entered into a definitive agreement to be acquired by HOFV Holdings, LLC (the “Investor”), an investment vehicle affiliated with Industrial Realty Group, LLC (“IRG”). Stuart Lichter, a director of the Company, is the Founder and President of IRG. Upon successful completion of this proposed transaction, Hall of Fame Resort & |
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| May 8, 2025 |
Exhibit 99.2 Dear Valued Partner of HOFV, Today we announced that we have entered into a definitive agreement to be acquired by HOFV Holdings, LLC (the “Investor”), an investment vehicle affiliated with Industrial Realty Group, LLC (“IRG”). Stuart Lichter, a director of the Company, is the Founder and President of IRG. Upon successful completion of this proposed transaction, Hall of Fame Resort & |
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| May 8, 2025 |
Exhibit 10.1 Execution Version VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of May 7, 2025, by and among (i) HOFV Holdings, LLC, a Delaware limited liability company (“Parent”), (ii) Omaha Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), (iii) Hall of Fame Resort & Entertainment Com |
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| May 8, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among HOFV HOLDINGS, LLC OMAHA MERGER SUB, INC., HALL OF FAME RESORT & ENTERTAINMENT COMPANY and solely for the purposes of Section 9.16, CH Capital Lending, LLC Dated as of May 7, 2025 TABLE OF CONTENTS Page Article I THE MERGER 2 1.1 The Merger 2 1.3 The Effective Time 3 1.4 The Closing 3 1.5 Effect of the Merger 3 1.6 Certificate |
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| May 8, 2025 |
Exhibit 99.1 Hall of Fame Resort & Entertainment Company Enters into Definitive Agreement for Going Private Transaction FOR IMMEDIATE RELEASE CANTON, Ohio – May 8, 2025 – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment, and media company centered around the power of professional football, today announced that it has entered into a d |
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| May 8, 2025 |
Press Release dated May 8, 2025 Exhibit 99.1 Hall of Fame Resort & Entertainment Company Enters into Definitive Agreement for Going Private Transaction FOR IMMEDIATE RELEASE CANTON, Ohio – May 8, 2025 – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment, and media company centered around the power of professional football, today announced that it has entered into a d |
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| May 8, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among HOFV HOLDINGS, LLC OMAHA MERGER SUB, INC., HALL OF FAME RESORT & ENTERTAINMENT COMPANY and solely for the purposes of Section 9.16, CH Capital Lending, LLC Dated as of May 7, 2025 TABLE OF CONTENTS Page Article I THE MERGER 2 1.1 The Merger 2 1.3 The Effective Time 3 1.4 The Closing 3 1.5 Effect of the Merger 3 1.6 Certificate |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorporat |
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| May 8, 2025 |
Exhibit 10.1 Execution Version VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of May 7, 2025, by and among (i) HOFV Holdings, LLC, a Delaware limited liability company (“Parent”), (ii) Omaha Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), (iii) Hall of Fame Resort & Entertainment Com |
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| May 8, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorporat |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| May 1, 2025 |
Exhibit 10.1 FIFTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This FIFTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated April 25, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability com |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| April 4, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| March 26, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY I. INTRODUCTION While performing their duties, the persons identified below as “Covered Persons” may learn material nonpublic information about Hall of Fame Resort & Entertainment Company (the “Company”) or another company. This information may be valuable to those who trade in Company shares or the shares of other companies. It is the law, as well as in the int |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38363 HALL OF FAME R |
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| March 26, 2025 |
Description of Registered Securities Exhibit 4.16 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 AS OF DECEMBER 31, 2024 As of December 31, 2024, Hall of Fame Resort & Entertainment Company (“HOFV,” the “Company,” “we,” “us” or “our”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1945, as amended, our Common Stock and our Series A Warran |
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| March 26, 2025 |
SUBSIDIARIES OF HALL OF FAME RESORT & ENTERTAINMENT COMPANY Exhibit 21.1 SUBSIDIARIES OF HALL OF FAME RESORT & ENTERTAINMENT COMPANY Subsidiary Jurisdiction of Organization Gordon Pointe Acquisition Corp. Delaware HOF Village Newco, LLC Delaware HOF Village Stadium, LLC Delaware HOF Village Parking, LLC Delaware HOF Village Land, LLC Delaware HOF Village Youth Fields, LLC Delaware HOF Village Sports Business, LLC Delaware Youth Sports Management, LLC Delaw |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| March 21, 2025 |
Exhibit 10.1 FOURTH AMENDMENT TO NOTE AND SECURITY AGREEMENT This FOURTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated March 18, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability c |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| February 27, 2025 |
Exhibit 10.1 THIRD AMENDMENT TO NOTE AND SECURITY AGREEMENT This THIRD AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated February 21, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability |
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| January 30, 2025 |
Exhibit 10.2 FIRST AMENDMENT TO NOTE AND SECURITY AGREEMENT This FIRST AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated January 10, 2025 amends that certain Note and Security Agreement (the “Note”) dated November 14, 2024 among CH CAPITAL LENDING, LLC, a Delaware limited liability company (the “Lender”), HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOFREC” |
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| January 30, 2025 |
Exhibit 10.3 Execution Version SECOND AMENDMENT TO NOTE AND SECURITY AGREEMENT This SECOND AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT dated January 24, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended by that certain First Amendment dated January 10, 2025 (as so amended and as may be further amended, restated, supplemented and otherwise modi |
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| January 30, 2025 |
Exhibit 10.1 NOTE AND SECURITY AGREEMENT This Note and Security Agreement (as amended, amended and restated, supplemented and otherwise modified from time to time, this “Note”) is made as of November 14, 2024 (the “Closing Date”), among CH CAPITAL LENDING, LLC, a Delaware limited liability company (the “Lender”), HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOFREC”), HOF V |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| December 18, 2024 |
Exhibit 10.2 ALLONGE TO FIRST AMENDED AND RESTATED PROMISSORY NOTE Effective Date: December 3, 2024 Executed Date: December 12, 2024 This Allonge to First Amended and Restated Promissory Note dated December 8, 2023 in the principal amount of $10,000,000 given by HOF Village Retail I, LLC, a Delaware limited liability company HOF Village Retail II, LLC, a Delaware limited liability company and Hall |
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| December 18, 2024 |
Exhibit 10.1 SIXTH AMENDMENT TO LOAN AGREEMENT This Sixth Amendment to Loan Agreement (“Sixth Amendment”), executed on December 12, 2024 (the “Execution Date”) and effective as of the 3rd day of December, 2024 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail I |
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| December 18, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT |
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| November 13, 2024 |
Exhibit 10.2 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is made effective as of September 25, 2024 (“Effective Date”), by and among HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Guarantor”), HOF VILLAGE STADIUM, LLC, a Delaware limited liability company (“Stadium Mortgagor”), and |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| October 23, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| October 1, 2024 |
Preliminary non-binding proposal, dated September 27, 2024. Exhibit 1 11111 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 (310) 806-4434 www.industrialrealtygroup.com September 27, 2024 The Board of Directors (the “Board”) of Hall of Fame Resort & Entertainment Company 2014 Champions Gateway, Suite 100 Canton, OH 44708 Dear Members of the Board: IRG Canton Village Member, LLC (“IRG”, “we” or “our”) is pleased to submit this preliminary non-binding pr |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Hall of Fame Resort & Entertainment Company (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40619L102 (CUSIP Number) Rick Miller Amy Wilson Bryan Cave Leighton Paisner LLP One Atlantic Center Fourteenth Floor 1201 Peachtre |
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| September 27, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissio |
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| September 17, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| September 17, 2024 |
Exhibit 10.1 AMENDED AND RESTATED GLOBAL LICENSE AGREEMENT THIS AMENDED AND RESTATED GLOBAL LICENSE AGREEMENT (this “Agreement”) is made as of this 11th day of September 2024, which is also the date of the last signature hereto (the “Effective Date”), between NATIONAL FOOTBALL MUSEUM, INC., an Ohio non-profit corporation, doing business as Pro Football Hall of Fame (hereinafter “PFHOF”) and HOF VI |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorp |
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| August 19, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorp |
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| August 19, 2024 |
Exhibit 99.1 August 19, 2024 Dear HOFV Shareholders, I am writing to share a number of updates and my perspective on the growth of our company. As an initial matter, I couldn’t be more excited for the kick-off of the 2024 NFL Season. As some of you may have seen, Hall of Fame Village had two commercials air last night during the “Pre-Kick” and “Post-Gun” segments of the preseason NFL game between |
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| August 15, 2024 |
Hall of Fame Resort & Entertainment Company Announces Second Quarter 2024 Results Exhibit 99.1 Hall of Fame Resort & Entertainment Company Announces Second Quarter 2024 Results FOR IMMEDIATE RELEASE CANTON, Ohio (August 12, 2024) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its second quarter 2024 results for the period ended Jun |
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| August 15, 2024 |
Exhibit 99.2 |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorp |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT & EN |
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| July 1, 2024 |
Exhibit 10.3 SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT Borrower: HOF VILLAGE HOTEL II, LLC Lender: NEWMARKET PROJECT, INC. 2014 Champions Gateway, Suite 100 400 Market Avenue N, Suite 200 Canton, OH 44708 Canton, OH 44702 Effective Date of Business Loan Agreement: December 30, 2019 Effective Date of Second Amendment to Business Loan Agreement: June 25, 2024 THIS SECOND AMENDMENT TO BUSINESS LOAN |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| July 1, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT Borrower: HALL OF FAME RESORT & ENTERTAINMENT Lender: STARK COMMUNITY FOUNDATION, INC. COMPANY 400 Market Avenue N, Suite 200 2014 Champions Gateway, Suite 100 Canton, Ohio 44702 Canton, OH 44708 Effective Date of Business Loan Agreement: June 16, 2022 Effective Date of First Amendment to Business Loan Agreement: June 25, 2024 THIS FIRST AMEN |
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| July 1, 2024 |
Exhibit 10.4 AMENDED AND RESTATED PROMISSORY NOTE Term Note Borrower: HOF VILLAGE HOTEL II, LLC Lender: NEWMARKET PROJECT, INC. 2014 Champions Gateway 400 Market Ave N, Suite 200 Suite 100 Canton, Ohio 44702 Canton, Ohio 44708 Date of Note: June 25, 2024 Principal Amount: $3,180,654.14 PROMISE TO PAY. FOR VALUE RECEIVED, HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”) |
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| July 1, 2024 |
Exhibit 10.2 AMENDED AND RESTATED PROMISSORY NOTE Term Note Borrower: HALL OF FAME RESORT & Lender: STARK COMMUNITY ENTERTAINMENT FOUNDATION, INC. COMPANY 400 Market Ave N, Suite 200 2014 Champions Gateway Canton, Ohio 44702 Suite 100 Canton, OH 44708 Date of Note: June 25, 2024 Principal Amount: $5,451,666.67 PROMISE TO PAY. FOR VALUE RECEIVED, HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaw |
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| July 1, 2024 |
Hall of Fame Village Project Awarded $9.8 Million from State of Ohio Exhibit 99.1 Hall of Fame Village Project Awarded $9.8 Million from State of Ohio FOR IMMEDIATE RELEASE CANTON, Ohio (June 28, 2024) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced today that Hall of Fame Village has been awarded a $9.8 Million grant f |
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| June 21, 2024 |
Exhibit 99.1 Investor Presentation June 2024 NASDAQ: HOFV, HOFVW 2 What We Do As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future . With this unwavering purpose, we |
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| June 21, 2024 |
Exhibit 10.2 EFFICIENCY MADE EASY (“EME”) PROGRAM AGENCY AGREEMENT This Efficiency Made Easy “EME” Program Agency Agreement (the “Agreement”) is entered into as of June 17, 2024 (the “Effective Date”) by and between HOF Village Waterpark, LLC, a Delaware limited liability company (“HOFV Waterpark”), and Welty Building Construction Ltd., an Ohio limited liability company (“Welty”). HOFV Waterpark a |
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| June 21, 2024 |
Exhibit 10.1 CUSTOMER CONTRACT FOR THE EME EXPRESS SERVICES EQUIPMENT PROGRAM This Customer Contract for the EME Express Equipment Services Program (“Contract”) is made by and between Constellation NewEnergy, Inc., a Delaware corporation with an office at 1310 Point Street, Baltimore, Maryland 21231 (“CNE”) and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company with its primary busin |
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| June 21, 2024 |
Exhibit 10.3 CONSULTING SERVICES AGREEMENT This CONSULTING SERVICES AGREEMENT (“Agreement”) is made as of June 21, 2024 (the “Effective Date”), by and among HOF Village Newco, LLC (the “Company”), and Tara Charnes (Consultant”). WHEREAS, Consultant, on June 17, 2024, notified the Company and its parent company Hall of Fame Resort & Entertainment Co. of her resignation from the office of General Co |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| June 11, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT This First Amendment to Business Loan Agreement (“Amendment”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “Lender”, which t |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| June 11, 2024 |
Exhibit 10.6 PROMISSORY NOTE Term Note Borrower: HALL OF FAME RESORT & ENTERTAINMENT COMPANY 2014 Champions Gateway, Suite 100 Canton, Ohio 44708 Lender: STARK COMMUNITY FOUNDATION, INC. 400 Market Avenue N, Suite 200 Canton, Ohio 44702 Principal Amount: $1,500,000.00 Date of Note: June 11, 2024 PROMISE TO PAY. FOR VALUE RECEIVED, HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation |
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| June 11, 2024 |
Exhibit 10.2 PROMISSORY NOTE MODIFICATION AGREEMENT This Promissory Note Modification Agreement (“Agreement”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “Lender”, which term shal |
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| June 11, 2024 |
Exhibit 10.5 BUSINESS LOAN AGREEMENT Borrower: HALL OF FAME RESORT & ENTERTAINMENT COMPANY 2014 Champions Gateway, Suite 100 Canton, OH 44708 Lender: STARK COMMUNITY FOUNDATION, INC. 400 Market Avenue N, Suite 200 Canton, OH 44702 THIS BUSINESS LOAN AGREEMENT (“Agreement”), dated June 11, 2024, is made and executed between HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“Borro |
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| June 11, 2024 |
Exhibit 10.4 PROMISSORY NOTE MODIFICATION AGREEMENT This Promissory Note Modification Agreement (“Modification Agreement”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “City”, whic |
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| June 11, 2024 |
Exhibit 10.3 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement (“Amendment”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “Lender”, which term shall include |
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| May 24, 2024 |
Exhibit 10.1 AMENDMENT TO BUSINESS LOAN AGREEMENT ($5,520,383.33 Term Loan) Borrower: HALL OF FAME RESORT & ENTERTAINMENT COMPANY 2626 Fulton Drive NW Canton, OH 44718 Lender: STARK COUNTY PORT AUTHORITY 400 3rd Street SE, Suite 310 Canton, Ohio 44702 Effective Date of Business Loan Agreement: August 31, 2022 Effective Date of Amendment to Business Loan Agreement: May 20, 2024 THIS AMENDMENT TO BU |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| May 14, 2024 |
Exhibit 99.2 First Quarter Fiscal 2024 Earnings Supplementary Information May 2024 Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future. W |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT & E |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| May 14, 2024 |
Hall of Fame Resort & Entertainment Company Announces First Quarter 2024 Results Exhibit 99.1 Hall of Fame Resort & Entertainment Company Announces First Quarter 2024 Results FOR IMMEDIATE RELEASE CANTON, Ohio (May 13, 2024) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its first quarter 2024 results for the period ended March 31 |
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| May 14, 2024 |
Exhibit 10.15 THIRD AMENDMENT TO LEASE AGREEMENT This Third Amendment to Lease Agreement (the “Amendment”) is made and entered into as of May 10, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC, a Del |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Hall of Fame Resort & Entertainment Company (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40619L102 (CUSIP Number) Rick Miller Amy Wilson Bryan Cave Leighton Paisner LLP One Atlantic Center Fourteenth Floor 1201 Peachtre |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| April 29, 2024 |
Exhibit 10.90 FIRST AMENDED AND RESTATED PROMISSORY NOTE $10,000,000.00 December 8, 2023 (“Effective Date”) FOR VALUE RECEIVED HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”, and together with Retail I and |
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| April 29, 2024 |
Exhibit 10.91 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE $14,139,153.54 Effective as of November 30, 2023 (the “Effective Date”) Executed on December 8, 2023 THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of December 8, 2023 between Hall of Fame Resort & Entertainment Company, a Delaware corpor |
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| April 8, 2024 |
Exhibit 10.1 OMNIBUS EXTENSION OF DEBT INSTRUMENTS This OMNIBUS EXTENSION OF DEBT INSTRUMENTS (this “Agreement”) entered into as of April 7, 2024, and effective as of March 31, 2024 (the “Effective Date”) is made by CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), in its capacity as a lender and as administrative agent for itself and the other lenders, IRG, LLC, a Nevada lim |
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| April 8, 2024 |
Exhibit 1.1 AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT This Amendment No. 2 to Equity Distribution Agreement (this “Amendment”), is entered into as of April 8, 2024, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim”) and Wedbush Securities Inc. (“Wedbush”), as sales agents (each an “Agent” and, collectively, “Agents |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| April 8, 2024 |
Up to $39,016,766 of Shares Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-259242 PROSPECTUS SUPPLEMENT No. 2 (To the Prospectus dated September 14, 2021 and the Prospectus Supplement, dated September 30, 2021) Up to $39,016,766 of Shares Common Stock This prospectus supplement, or this supplement, supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectu |
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| March 25, 2024 |
Exhibit 10.39 AMENDMENT NUMBER 13 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent and Lender dated as of February 28, 2024 AMENDMENT NUMBER 13 TO TERM LOAN AGREEMENT This AMENDMENT NUMBER 13 TO TERM LOAN AGREEMENT (thi |
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| March 25, 2024 |
Exhibit 10.41 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 23, 2024, and made by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Pledgor”), having an address at 2014 Champions Gateway, Canton, OH 44708, Attn: General Counsel, in favor of HFAKOH001 LLC, a Delaware limited liability company, as pledgee (collectively, with |
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| March 25, 2024 |
Exhibit 10.104 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Agreement”) is entered into as of October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV |
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| March 25, 2024 |
Executive Officer Compensation Recovery Policy Exhibit 97.01 EXECUTIVE OFFICER COMPENSATION RECOVERY POLICY I. PURPOSE The Board of Directors (“Board”) of Hall of Fame Resort & Entertainment Company (the “Company”) has adopted this Executive Officer Compensation Recovery Policy (this “Policy”) to provides for the recovery of certain Incentive Compensation awarded or paid to Covered Officers in the event of a Restatement. This policy is designe |
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| March 25, 2024 |
Exhibit 10.106 Security Agreement This Security Agreement (this “Agreement”), is made on November 21, 2023 and effective as of September 21, 2023 (the “Effective Date”), by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”), and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), on their own behalf and on behalf of their affiliates and su |
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| March 25, 2024 |
Exhibit 10.105 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Agreement”) is entered into as of October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV |
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| March 25, 2024 |
Exhibit 10.40 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (the “Amendment”) is made and entered into as of February 23, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC, |
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| March 25, 2024 |
Exhibit 10.95 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SANDLOT FACILITIES, LLC, SANDLOT YOUTH SPORTS HOLDINGS, LLC HOF VILLAGE NEWCO, LLC AND HALL OF FAME RESORT & eNTERTAINMENT COMPANY DATED AS OF DECEMBER 22, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS, CONSTRUCTION 1 1.01 Definitions 1 1.02 Cross-References 9 1.03 Construction 11 ARTICLE II. PURCHASE AND SALE |
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| March 25, 2024 |
SUBSIDIARIES OF HALL OF FAME RESORT & ENTERTAINMENT COMPANY Exhibit 21.1 SUBSIDIARIES OF HALL OF FAME RESORT & ENTERTAINMENT COMPANY Subsidiary Jurisdiction of Organization Gordon Pointe Acquisition Corp. Delaware HOF Village Newco, LLC Delaware HOF Village Stadium, LLC Delaware HOF Village Parking, LLC Delaware HOF Village Land, LLC Delaware HOF Village Youth Fields, LLC Delaware HOF Village Sports Business, LLC Delaware HOF Village Management, LLC Delawa |
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| March 25, 2024 |
Exhibit 10.42 EXECUTION VERSION THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WH |
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| March 25, 2024 |
Exhibit 10.44 THIS INSTRUMENT IS TO BE INDEXED AS BOTH A MORTGAGE AND A FIXTURE FILING OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Maximum Principal Amount: $2,000,000) This OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of the 28th day of February, 2024, by HOF VILLAGE NEWCO, LLC, |
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| March 25, 2024 |
Description of Registered Securities Exhibit 4.16 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 AS OF DECEMBER 31, 2023 As of December 31, 2023, Hall of Fame Resort & Entertainment Company (“HOFV,” the “Company,” “we,” “us” or “our”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1945, as amended, our Common Stock and our Series A Warran |
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| March 25, 2024 |
Exhibit 10.107 AMENDMENT TO GLOBAL LICENSE AGREEMENT THIS AMENDMENT TO GLOBAL LICENSE AGREEMENT (this “Amendment”) is made and entered into as of September 13, 2023, between NATIONAL FOOTBALL MUSEUM, INC., an Ohio non-profit corporation, doing business as Pro Football Hall of Fame (hereinafter “PFHOF”), and HOF VILLAGE NEWCO, LLC, a Delaware limited liability limited partnership (hereinafter “HOFV |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–K (Mark One ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38363 HALL OF FAME RE |
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| March 25, 2024 |
Exhibit 10.38 AMENDMENT NUMBER 12 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent and Lender dated as of February 1, 2024 AMENDMENT NUMBER 12 TO TERM LOAN AGREEMENT This AMENDMENT NUMBER 12 TO TERM LOAN AGREEMENT (this |
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| March 25, 2024 |
Exhibit 10.68 FOURTH AMENDMENT TO LOAN AGREEMENT This Fourth Amendment to Loan Agreement (“Fourth Amendment”) is made on November 21, 2023 and effective as of September 21, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & E |
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| March 25, 2024 |
Exhibit 10.43 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (the “Amendment”) is made and entered into as of February 28, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC |
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| March 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| March 21, 2024 |
Exhibit 99.2 Fourth Quarter Fiscal 2023 Earnings Supplementary Information March 2024 Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future |
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| March 21, 2024 |
Hall of Fame Resort & Entertainment Company Announces Fourth Quarter and Full Year 2023 Results Exhibit 99.1 Hall of Fame Resort & Entertainment Company Announces Fourth Quarter and Full Year 2023 Results FOR IMMEDIATE RELEASE CANTON, Ohio (March 20, 2024) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its fourth quarter and full-year fiscal 202 |
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| February 29, 2024 |
Exhibit 10.5 THIS INSTRUMENT IS TO BE INDEXED AS BOTH A MORTGAGE AND A FIXTURE FILING OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Maximum Principal Amount: $2,000,000) This OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of the 28th day of February, 2024, by HOF VILLAGE NEWCO, LLC, a |
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| February 29, 2024 |
Exhibit 10.4 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (the “Amendment”) is made and entered into as of February 28, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC, |
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| February 29, 2024 |
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 23, 2024, and made by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Pledgor”), having an address at 2014 Champions Gateway, Canton, OH 44708, Attn: General Counsel, in favor of HFAKOH001 LLC, a Delaware limited liability company, as pledgee (collectively, with i |
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| February 29, 2024 |
Exhibit 10.3 EXECUTION VERSION THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHI |
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| February 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| February 29, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (the “Amendment”) is made and entered into as of February 23, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC, a |
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| January 18, 2024 |
Exhibit 10.5 PARTIAL RELEASE OF MORTGAGE This Partial Release of Mortgage, made as of the 11 day of January, 2024, by CH CAPITAL LENDING, LLC, a Delaware limited liability company, as administrative agent for the Lenders (together with its successors and assigns in such capacity hereinafter referred to as “Administrative Agent” or “Secured Party”) having an address of 11111 Santa Monica Blvd., Sui |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| January 18, 2024 |
Exhibit 10.8 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE $12,751,934.09 January 17, 2024 (the “Effective Date”) THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of January 16, 2024 between Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), and HOF Village Newco, LLC, a |
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| January 18, 2024 |
Exhibit 10.4 FOURTH AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS FOURTH AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Fourth Amendment”) is made as of January 11, 2024 (the “Effective Date”) by and between H |
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| January 18, 2024 |
Exhibit 10.1 AMENDMENT NUMBER 10 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent and Lender dated as of January 11, 2024 AMENDMENT NUMBER 10 TO TERM LOAN AGREEMENT This AMENDMENT NUMBER 10 TO TERM LOAN AGREEMENT (this |
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| January 18, 2024 |
Exhibit 10.2 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE $10,542,308.45 January 11, 2024 (the “Effective Date”) THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of January 11, 2024 between Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), and HOF Village Newco, LLC, |
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| January 18, 2024 |
Exhibit 10.7 AMENDMENT NUMBER 11 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent and Lender dated as of January 17, 2024 AMENDMENT NUMBER 11 TO TERM LOAN AGREEMENT This AMENDMENT NUMBER 11 TO TERM LOAN AGREEMENT (this |
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| January 18, 2024 |
Exhibit 10.6 OMNIBUS RELEASE OF YOUTH FIELDS BORROWER FROM CERTAIN DEBT INSTRUMENTS This OMNIBUS RELEASE OF YOUTH FIELDS BORROWER FROM CERTAIN DEBT INSTRUMENTS (this “Agreement”) dated as of January 11, 2024 (the “Effective Date”) is made by CH Capital Lending, LLC, a Delaware limited liability company, in its capacity as a lender and as administrative agent for itself and the other lenders, IRG, |
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| January 18, 2024 |
Exhibit 10.3 SIXTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT This SIXTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is effective as of January 11, 2024 (the “Effective Date”), by (i) Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”), and HOF Vi |
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| December 29, 2023 |
Exhibit 99.1 Hall of Fame Resort & Entertainment Company Partners with Josh Harris and David Blitzer to Elevate Youth Sports at Hall of Fame Village New Programs at ForeverLawn Sports Complex and Hall of Fame Village’s Center for Performance Expected in 2024 CANTON, OHIO – December 29, 2023 – Hall of Fame Resort & Entertainment Company (“HOFV” or the “Company”) (NASDAQ: HOFV, HOFVW), the only reso |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| December 14, 2023 |
Exhibit 10.7 FIFTH AMENDMENT TO LOAN AGREEMENT This Fifth Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of the 8th day of December, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainmen |
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| December 14, 2023 |
Exhibit 10.1 FIRST AMENDED AND RESTATED PROMISSORY NOTE $10,000,000.00 December 8, 2023 (“Effective Date”) FOR VALUE RECEIVED HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”, and together with Retail I and R |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| December 14, 2023 |
Exhibit 10.2 AMENDMENT NUMBER 9 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent and Lender dated as of December 8, 2023 1 AMENDMENT NUMBER 9 TO TERM LOAN AGREEMENT This AMENDMENT NUMBER 9 TO TERM LOAN AGREEMENT (this “ |
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| December 14, 2023 |
Exhibit 10.6 RELEASE THIS RELEASE (“Release”) is made effective December 8, 2023 (“Effective Date”) by and among HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOF Resort & Entertainment”), HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“HOF Newco”), HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company (“HOF Youth Fields”), HOF VILLAGE RETAIL I, |
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| December 14, 2023 |
Exhibit 10.5 THIRD AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS THIRD AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Third Amendment”) is made as of December 8, 2023 (the “Effective Date”) by and between HOF |
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| December 14, 2023 |
Exhibit 10.4 FIFTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT This FIFTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is effective as of December 8, 2023 (the “Effective Date”), by (i) Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”), and HOF Vi |
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| December 14, 2023 |
Exhibit 10.3 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE $14,139,153.54 Effective as of November 30, 2023 (the “Effective Date”) Executed on December 8, 2023 THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of December 8, 2023 between Hall of Fame Resort & Entertainment Company, a Delaware corpora |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT |
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| November 14, 2023 |
Exhibit 99.2 Third Quarter Fiscal 2023 Earnings Supplementary Information November 2023 Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the futu |
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| November 14, 2023 |
Hall of Fame Resort & Entertainment Company Announces Third Quarter 2023 Results Exhibit 99.1 Hall of Fame Resort & Entertainment Company Announces Third Quarter 2023 Results FOR IMMEDIATE RELEASE CANTON, Ohio (November 13, 2023) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its third quarter 2023 results for the period ended Sep |
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| November 14, 2023 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANY No. W-1 CUSIP: 40619L136 Warrant Shares: 790,000 Initial Exercise Date: October 13, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereina |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inco |
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| November 14, 2023 |
Exhibit 10.2 JOINDER AND FIRST AMENDMENT TO LOAN AGREEMENT This Joinder and First Amendment to Loan Agreement (“First Amendment”) is made and entered into as of the 21st day of September, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company, and HOF Village Retail II, LLC, a Delaware limited liability company (collectively the “Borrower”) and CH |
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| November 14, 2023 |
Exhibit 10.4 THIRD AMENDMENT TO LOAN AGREEMENT This Third Amendment to Loan Agreement (“Third Amendment”) is made and entered into as of the 16th day of October, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainmen |
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| November 14, 2023 |
Exhibit 10.9 CONSTRUCTION LOAN AGREEMENT by and between HOF VILLAGE HOTEL II, LLC as Borrower, and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation as Lender Dated as of September 14, 2020 CONSTRUCTION LOAN AGREEMENT This Construction Loan Agreement (this “Agreement”), is made and entered into as of the 14th day of September, 2020 |
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| November 14, 2023 |
Exhibit 10.11 SECOND AMENDMENT TO LOAN DOCUMENTS This Second Amendment to Loan Documents (this “Amendment”) is dated as of September13 2023, by and between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), STUART LICHTER, an individual (“Guarantor”), and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, |
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| November 14, 2023 |
Exhibit 10.7 LIMITED WAIVER AGREEMENT This Limited Waiver Agreement (the “Waiver”) dated and to be effective as of October 6, 2023, is made by and between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fi |
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| November 14, 2023 |
Exhibit 10.3 SECOND AMENDMENT TO LOAN AGREEMENT This Second Amendment to Loan Agreement (“Second Amendment”) is made and entered into as of the 6th day of October, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company, and HOF Village Retail II, LLC, a Delaware limited liability company (collectively the “Borrower”) and CH Capital Lending LLC, De |
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| November 14, 2023 |
Exhibit 10.12 THIRD AMENDMENT TO LOAN DOCUMENTS This Third Amendment to Loan Documents (this “Amendment”) is dated as of October 13, 2023, by and between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), STUART LICHTER, an individual (“Guarantor”), and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, a |
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| November 14, 2023 |
Exhibit 10.8 LIMITED WAIVER AGREEMENT This Limited Waiver Agreement (the “Waiver”) dated and to be effective as of October 6, 2023, is made by and between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fi |
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| November 14, 2023 |
Exhibit 4.1 HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of October 13, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of October 13, 2023 (“Agreement”), between Hall of Fame Resort & Entertainment Company, a corporation organized under the laws of the State of Delaware (the “Company |
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| November 14, 2023 |
Exhibit 10.1 THIS INSTRUMENT WAS PREPARED BY AND WHEN RECORDED RETURN TO: Walter|Haverfield LLP 1301 East Ninth Street, Suite 3500 Cleveland, Ohio 44114 Att: John W. Waldeck, Jr., Esq. ASSIGNMENT OF NOTE, SECURITY INSTRUMENTS AND ALL OTHER LOAN DOCUMENTS THIS ASSIGNMENT OF NOTE, SECURITY INSTRUMENTS AND ALL OTHER LOAN DOCUMENTS (“Assignment”) is made on this day of September, 2023 (the “Execution |
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| November 14, 2023 |
Exhibit 10.13 Execution Copy COOPERATIVE AGREEMENT among DEVELOPMENT FINANCE AUTHORITY OF Summit County and CITY OF CANTON, OHIO and Canton Regional Energy Special Improvement District, Inc. and HOF VILLAGE HOTEL II, LLC and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of October 1, 2023 $2,760,000 Development Finance Authority of Summit County Jobs & Investment Fund Program |
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| November 14, 2023 |
Exhibit 10.14 Execution Copy COOPERATIVE AGREEMENT among CLEVELAND-CUYAHOGA COUNTY PORT AUTHORITY and CITY OF CANTON, OHIO and HOF VILLAGE HOTEL II, LLC and THE HUNTINGTON NATIONAL BANK, as Trustee Dated as of October 1, 2023 $3,445,000 Cleveland-Cuyahoga County Port Authority Taxable Development Revenue Bonds (Port of Cleveland Bond Fund), Series 2023B (City of Canton - HOF Village Hotel II, LLC |
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| October 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incor |
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| October 13, 2023 |
750,000 Shares of Common Stock Warrants to Purchase 750,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-259242 SUPPLEMENT NO. 1 DATED OCTOBER 13, 2023 TO PROSPECTUS SUPPLEMENT DATED OCTOBER 11, 2023 (To Prospectus dated September 14, 2021) 750,000 Shares of Common Stock Warrants to Purchase 750,000 Shares of Common Stock We are offering 750,000 shares of our common stock, par value $0.0001 per share (“Common Stock”) and warrants to purchase 750,0 |
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| October 12, 2023 |
Exhibit 99.1 October 11, 2023 Dear HOFV Shareholders, As you will have seen by way of our public filings, we have activated one of our available financing tools by taking down a small portion of our existing S-3 shelf registration that was previously allocated to our current ATM (At-The-Market) offering. This step is part of our overarching comprehensive financial strategy, and something that we’v |
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| October 12, 2023 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANY No. W-1 CUSIP: 40619L136 Warrant Shares: 750,000 Initial Exercise Date: October 13, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereina |
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| October 12, 2023 |
Exhibit 1.2 AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT This Amendment No. 1 to Equity Distribution Agreement (this “Amendment”), is entered into as of October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim”) and Wedbush Securities Inc. (“Wedbush”), as sales agents (each an “Agent” and, collectively, “Agen |
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| October 12, 2023 |
Exhibit 4.1 HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of October 13, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of October 13, 2023 (“Agreement”), between Hall of Fame Resort & Entertainment Company, a corporation organized under the laws of the State of Delaware (the “Company |
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| October 12, 2023 |
750,000 Shares of Common Stock Warrants to Purchase 750,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-259242 PROSPECTUS SUPPLEMENT (To Prospectus dated September 14, 2021) 750,000 Shares of Common Stock Warrants to Purchase 750,000 Shares of Common Stock We are offering 750,000 shares of our common stock, par value $0.0001 per share (“Common Stock”) and warrants to purchase 750,000 shares of Common Stock at an exercise price of $3.75 per share |
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| October 12, 2023 |
Underwriting Agreement between the Company and Maxim Group LLC, dated October 11, 2023 Exhibit 1.1 750,000 Shares of Common Stock and Warrants to Purchase 750,000 Shares of Common Stock HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNDERWRITING AGREEMENT October 11, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Hall of Fame Resort & Entertainment Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and condit |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorp |
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| October 10, 2023 |
Subject to Completion, dated October 10, 2023 Filed Pursuant to Rule 424(b)(5) Registration No. 333-259242 The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed. A registration statement relating to these securities has been declared effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying base prospectus are |
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| October 10, 2023 |
Up to $39,016,766 of Shares Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-259242 PROSPECTUS SUPPLEMENT No.1 (To the Prospectus dated September 14, 2021 and the Prospectus Supplement, dated September 30, 2021) Up to $39,016,766 of Shares Common Stock This prospectus supplement, or this supplement, supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus |
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| September 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of inc |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT & EN |
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| August 10, 2023 |
Exhibit 99.2 Second Quarter Fiscal 2023 Earnings Supplementary Information August 2023 Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the futur |
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| August 10, 2023 |
Hall of Fame Resort & Entertainment Company Announces Second Quarter 2023 Results Exhibit 99.1 Hall of Fame Resort & Entertainment Company Announces Second Quarter 2023 Results FOR IMMEDIATE RELEASE CANTON, Ohio (August 10, 2023) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its second quarter 2023 results for the period ended Jun |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorp |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| June 22, 2023 |
Exhibit 99.1 Investor Presentation June 2023 2 What We Do As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future. With this unwavering purpose, we strive to maximize s |
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| June 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Hall of Fame Resort & Entertainment Company (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0. |
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| June 13, 2023 |
As filed with the Securities and Exchange Commission on June 13, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 12, 2023 |
Exhibit 10.1 HALL OF FAME RESORT & ENTERTAINMENT COMPANY AMENDED 2020 OMNIBUS INCENTIVE PLAN (Restated as Amended as of June 7, 2023) Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 10 6. Options. 10 7. Stock Appreciation Rights. 11 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. |
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| June 12, 2023 |
Exhibit 99.1 Hall of Fame Resort & Entertainment Company Appoints Hall of Famer Jerome Bettis to its Board of Directors FOR IMMEDIATE RELEASE CANTON, OHIO – June 12, 2023 - Hall of Fame Resort & Entertainment Company (“HOFV” or the “Company”) (NASDAQ: HOFV, HOFVW), the only resort, entertainment and media company centered around the power of professional football, today announced it has appointed |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpora |
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| May 16, 2023 |
Hall of Fame Resort & Entertainment Company Announces First Quarter 2023 Results Exhibit 99.1 Hall of Fame Resort & Entertainment Company Announces First Quarter 2023 Results FOR IMMEDIATE RELEASE CANTON, Ohio (May 15, 2023) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its first quarter 2023 results for the period ended March 31 |
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| May 16, 2023 |
Exhibit 99.2 First Quarter Fiscal 2023 Earnings Supplementary Information May 2023 Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future. W |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–38363 HALL OF FAME RESORT & E |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorporat |
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| April 26, 2023 |
PLAYING WITH PURPOSE Making every experience one-of-a-kind. Based on the power of professional football, the Hall of Fame Resort & Entertainment Company is a leading sports, entertainment, media, and gaming enterprise headquartered in Canton, Ohio. 2022 ANNUAL REPORT of-a-kind. f ki d , the Hall of Fame sports, entertainment, d in Canton, Ohio.2 HALL OF FAME RESORT & ENTERTAINMENT CO. V F H Hall o |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 25, 2023 |
PLAYING WITH PURPOSE Making every experience one-of-a-kind. Based on the power of professional football, the Hall of Fame Resort & Entertainment Company is a leading sports, entertainment, media, and gaming enterprise headquartered in Canton, Ohio. 2022 ANNUAL REPORT of-a-kind. fkid , the Hall of Fame sports, entertainment, d in Canton, Ohio.2 HALL OF FAME RESORT & ENTERTAINMENT CO. V F H Hall of |
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| April 25, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 20, 2023 |
Exhibit 10.1 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT agreement This Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into on the 14th day of April 2023 by and between HOF Village Newco, LLC (“HOF Newco”) and Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) (Hall of Fame Resort, together with HOF Newco, the “Company”), on the one |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpo |
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| April 20, 2023 |
Severance Agreement, dated April 19, 2023, by and between HOF Village Newco, LLC and Michael Levy Exhibit 10.2 SEVERANCE AGREEMENT THIS AGREEMENT, effective on the date this Agreement becomes irrevocable as set forth in Paragraph 13 below, is entered into between HOF Village Newco, LLC, on behalf of itself and its parent, affiliated, predecessor, successor, subsidiary, and other related companies, and each of them, jointly and severally (herein singularly and collectively called the "Company") |
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| April 20, 2023 |
Exhibit 99.1 April 20, 2023 Dear HOFV Shareholders, As we continue to strategically plan for the future of our Company, and in an effort to be prudent related to the increasingly challenging macro-economic environment, we have decided to make several changes to our organizational structure, along with an additional staff reduction initiative that has taken place over the past two days. As a result |
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| April 14, 2023 |
PRE 14A 1 ny20008184x1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2023 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38363 84-3235695 (State or other jurisdiction of incorpor |
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| April 7, 2023 |
Exhibit 16.1 April 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Hall of Fame Resort & Entertainment Company under Item 4.01 of its Form 8-K dated April 7, 2023. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Hall of Fa |
