8-K: Hall of Fame Resort & Entertainment Completes $0.90/Share Merger

Hall of Fame Resort & Entertainment Company has completed its previously announced merger, becoming a subsidiary of HOFV Holdings, LLC, with common stockholders receiving $0.90 per share in cash.

Summary

• Hall of Fame Resort & Entertainment Company (HOFV) completed its merger with Omaha Merger Sub, Inc., a subsidiary of HOFV Holdings, LLC, on December 31, 2025.
• Each outstanding share of HOFV common stock was converted into the right to receive $0.90 in cash, subject to applicable withholding.
• Shares held in the company's treasury, by the buyer parties, or their affiliates, along with 7.00% Series A Cumulative Redeemable Preferred Stock and 7.00% Series C Convertible Preferred Stock, were automatically canceled without any conversion or consideration.
• Outstanding restricted stock units (RSUs) were canceled and converted into a cash amount equal to the number of shares subject to such RSUs multiplied by the $0.90 merger consideration.
• Private Warrants and Series X Warrants became exercisable for the merger consideration, with holders having 30 days to exercise; however, the $0.90 merger consideration is less than the applicable exercise price, making these warrants effectively worthless upon exercise.
• The company has become a subsidiary of HOFV Holdings, LLC, an affiliate of Industrial Realty Group, LLC (IRG), whose President and Chairman, Stuart Lichter, was a director of HOFV.
• HOFV notified FINRA to suspend trading of its common stock on the OTC Pink Market prior to the opening of trading on January 2, 2026.
• The company intends to file a Form 15 with the SEC to terminate the registration of its common stock and warrants and suspend its reporting obligations.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative for public shareholders. While common shareholders receive a cash payout, the amount is fixed and the company is delisting, removing future public investment opportunities. Preferred shareholders and certain warrant holders receive no consideration or effectively worthless options. The event is a planned corporate action, not indicative of operational performance.

Positives

• Common stockholders received a definitive cash payout of $0.90 per share, providing a clear exit from their investment.
• The completion of the merger resolves uncertainty regarding the company's future ownership and strategic direction.

Negatives

• Common stockholders ceased to have any rights as shareholders of the company, other than the right to receive the merger consideration.
• Holders of 7.00% Series A Cumulative Redeemable Preferred Stock and 7.00% Series C Convertible Preferred Stock had their shares canceled without any consideration.
• Private Warrants and Series X Warrants became effectively worthless as the $0.90 merger consideration is less than their exercise price, meaning holders would receive less cash than the exercise price upon exercise.
• The company's common stock will be delisted from the OTC Pink Market, and its SEC registration will be terminated, removing public trading access and liquidity.

Risks

• Holders of Private Warrants and Series X Warrants face a situation where the merger consideration of $0.90 per share is less than their applicable exercise price, meaning exercising these warrants would result in a net cash outflow.

Future Outlook

The company will cease to be a publicly traded entity, with its common stock delisted from the OTC Pink Market and its SEC registration and reporting obligations terminated. This marks a transition to private ownership under HOFV Holdings, LLC.

Industry Context

This merger represents a privatization event for Hall of Fame Resort & Entertainment Company, moving it from a publicly traded entity to a subsidiary of a private holding company. Such moves often occur when a company's public valuation does not reflect its perceived intrinsic value, or when a strategic investor seeks full control to implement long-term plans without public market pressures. The involvement of Industrial Realty Group (IRG) suggests a focus on real estate and entertainment assets, aligning with IRG's expertise.

Management Changes

Corporate Governance

Related Party Transactions

• Parent (HOFV Holdings, LLC) and Merger Sub (Omaha Merger Sub, Inc.) are affiliates of Industrial Realty Group, LLC (IRG).
• Stuart Lichter, a director of Hall of Fame Resort & Entertainment Company, is the President and Chairman of the Board of Directors of IRG, indicating a related party transaction in the merger.

Stakeholder Impact

• **Shareholders (Common Stock)**: Receive $0.90 cash per share, losing all future equity upside, voting rights, and public market liquidity.
• **Shareholders (Preferred Stock)**: Holders of Series A and Series C preferred stock had their shares canceled without consideration, resulting in a complete loss of their investment.
• **Warrant Holders**: Holders of Private Warrants and Series X Warrants face effectively worthless options, as the merger consideration of $0.90 is less than their exercise price, leading to a loss.
• **Employees**: No direct impact on employees is explicitly mentioned in this filing, but changes in management and corporate structure could imply future operational adjustments.
• **Creditors**: CH Capital Lending, LLC acted as a guarantor for certain of Parent's obligations, indicating their involvement as a financier in the transaction.

Next Steps

• The Company will file a certification on Form 15 with the SEC.
• Termination of registration of common stock and warrants under Section 12(g) of the Exchange Act.
• Suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
• Warrant holders have 30 days following public disclosure of the merger consummation to exercise their warrants.

Key Dates

Recommendation

The company has completed its merger and is being taken private. Common stockholders are receiving a fixed cash payout of $0.90 per share, and the stock will be delisted. There is no further upside potential for public shareholders, and holding the stock beyond the effective date of the merger would only delay receiving the cash consideration. Preferred stock and certain warrants were canceled or rendered effectively worthless. Therefore, a 'sell' recommendation is appropriate for any remaining public shareholders to realize the cash value.

Keywords

Hall of Fame Resort & Entertainment Company, HOFV, Merger, Acquisition, Delisting, Corporate Governance, SEC Filing, OTC Pink Market, Industrial Realty Group, HOFV Holdings, Privatization