HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
8-K: Hall of Fame Resort & Entertainment Faces Nasdaq Delisting Amidst Debt Increase
Sentiment:
Delisting Notice and Debt Amendment
25 June 2025 4:05 PM
Hall of Fame Resort & Entertainment Company announced its imminent delisting from the Nasdaq Capital Market due to a failure to hold its annual shareholder meeting, while also securing an additional $2 million in a related-party loan.
Delay expected
The company failed to hold its annual meeting of shareholders on or prior to June 30, 2025, which is a requirement by Nasdaq Listing Rule 5620(a).
Worse than expected
The company is facing imminent delisting from Nasdaq, a significant negative event for a publicly traded company.
The delisting is due to a failure to meet a fundamental corporate governance requirement (holding an annual shareholder meeting).
While new funding was secured, it is from a related party, which can be viewed less favorably than arms-length financing, especially in the context of delisting.
Capital raise
The company increased its 'Facility Amount' under the Note and Security Agreement by $2,000,000, from $12,000,000 to $14,000,000.
This additional funding is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
Summary
- Hall of Fame Resort & Entertainment Company (HOFV) and its subsidiaries entered into an Eighth Amendment to their Note and Security Agreement with CH Capital Lending, LLC.
- The amendment increases the 'Facility Amount' from $12,000,000 to $14,000,000, providing an additional $2,000,000 for general corporate purposes.
- CH Capital Lending, LLC is an affiliate of Stuart Lichter, a director of the Company, indicating a related-party transaction.
- The Company received a delisting notice from Nasdaq's Listing Qualifications Department on June 18, 2025, for failing to hold an annual meeting of shareholders by June 30, 2025, violating Nasdaq Listing Rule 5620(a).
- HOFV does not intend to appeal the delisting determination, and trading of its Common Stock is expected to be suspended at the opening of business on June 27, 2025.
- Following delisting from Nasdaq, the Company expects its Common Stock to be traded on one of the three tiered marketplaces of the OTC Markets Group.
Sentiment
Score: 2
Explanation: The sentiment is overwhelmingly negative due to the imminent delisting from Nasdaq, which signifies a major failure in corporate governance and will severely impact the company's public market standing and liquidity. While a small amount of additional related-party financing was secured, it is overshadowed by the delisting event.
Positives
- The company secured an additional $2,000,000 in financing, increasing its facility amount from $12,000,000 to $14,000,000, which can be used for general corporate purposes.
Negatives
- The company received a delisting notice from Nasdaq due to its failure to hold an annual meeting of shareholders by the required deadline of June 30, 2025.
- The company does not intend to appeal the delisting, leading to an expected suspension of trading on Nasdaq by June 27, 2025.
- Delisting from Nasdaq will likely result in the company's stock trading on the less liquid OTC Markets Group, potentially impacting investor confidence and access to capital.
Risks
- Imminent delisting from the Nasdaq Capital Market, which could reduce liquidity and investor interest in the company's stock.
- Potential challenges in raising future capital due to trading on the OTC Markets Group, which typically has less stringent listing requirements and lower visibility.
- Reliance on related-party financing (CH Capital Lending, LLC, an affiliate of a company director) for operational funding, which may raise corporate governance concerns.
- Failure to comply with Nasdaq listing rules, specifically the requirement to hold an annual shareholder meeting, indicates potential corporate governance weaknesses.
Future Outlook
The company expects its Common Stock to be delisted from the Nasdaq Capital Market and subsequently traded on one of the three tiered marketplaces of the OTC Markets Group. No further specific financial guidance or operational outlook was provided beyond this change in listing status.
Management Comments
- The Company does not intend to appeal or request a hearing regarding the Nasdaq delisting determination, and therefore, it is expected that its Common Stock will be delisted.
- If the Common Stock ceases to be listed for trading on the Nasdaq Capital Market, the Company would expect that the Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group.
Industry Context
The entertainment and resort industry, particularly for developing large-scale projects, often requires significant capital. Companies in this sector can face challenges in securing financing and maintaining public market listings, especially if project development or operational milestones are delayed or financial performance is weak. The reliance on related-party lending and a delisting notice suggest significant financial and operational challenges for Hall of Fame Resort & Entertainment Company, potentially indicating a struggle to attract conventional financing or meet public market compliance standards, which is not uncommon for smaller, development-stage companies in capital-intensive industries.
Stakeholder Impact
- Shareholders: Will experience a significant negative impact due to the delisting from Nasdaq, leading to reduced liquidity, potential price volatility, and a move to the less transparent OTC Markets.
- Creditors: The existing lender (CH Capital Lending, LLC) has increased its exposure to the company, indicating continued support but also a deeper financial obligation for the company.
- Employees: While not directly mentioned, financial distress and delisting can create uncertainty regarding job security and company stability.
Next Steps
- Trading of the Company's Common Stock is expected to be suspended on Nasdaq at the opening of business on June 27, 2025.
- A Form 25-NSE will be filed with the SEC to remove the Company's securities from listing and registration on Nasdaq.
- The Company expects its Common Stock to be traded on one of the three tiered marketplaces of the OTC Markets Group after delisting from Nasdaq.
Related Party Transactions
- The Eighth Amendment to Note and Security Agreement was entered into with CH Capital Lending, LLC, which is an affiliate of Stuart Lichter, a director of the Company.
Key Dates
- 2024-11-14: Date of the original Note and Security Agreement, as amended prior to the Eighth Amendment.
- 2025-06-18: Date Hall of Fame Resort & Entertainment Company entered into the Eighth Amendment to Note and Security Agreement and received the delisting notice from Nasdaq.
- 2025-06-27: Expected date for the suspension of trading of the Company's Common Stock on Nasdaq.
- 2025-06-30: Deadline by which the Company was required to hold an annual meeting of shareholders according to Nasdaq Listing Rule 5620(a).
Keywords
Hall of Fame Resort & Entertainment Company, HOFV, Nasdaq delisting, debt amendment, security agreement, related-party transaction, corporate governance, OTC Markets, financial obligation, annual meeting
HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
Sector: Communication Services
Filings with Classifications
Capital raise
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company increased its 'Facility Amount' under the Note and Security Agreement by $2,000,000, from $12,000,000 to $14,000,000.
- This additional funding is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
Worse than expected
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company is facing imminent delisting from Nasdaq, a significant negative event for a publicly traded company.
- The delisting is due to a failure to meet a fundamental corporate governance requirement (holding an annual shareholder meeting).
- While new funding was secured, it is from a related party, which can be viewed less favorably than arms-length financing, especially in the context of delisting.
Delay expected
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company failed to hold its annual meeting of shareholders on or prior to June 30, 2025, which is a requirement by Nasdaq Listing Rule 5620(a).
Capital raise
29 May 2025 8:05 PM
Current Report
- The company increased its existing credit facility by $2,000,000, raising the total available amount to $12,000,000.
- This capital is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
- The funds are designated for general corporate purposes.
Delay expected
19 May 2025 4:05 PM
8-K Filing
- The maturity date was extended from March 31, 2025, to September 30, 2025, indicating a delay in the company's ability to meet its original repayment schedule.
Worse than expected
13 May 2025 4:06 PM
Quarterly Report
- The company's net loss increased slightly compared to the same period last year.
- Total revenue decreased significantly due to lower sponsorship and event revenues.
- Management expresses substantial doubt about the company's ability to continue as a going concern.
Capital raise
13 May 2025 4:06 PM
Quarterly Report
- The company states that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- There are no assurances that the company will be able to raise capital on terms acceptable to the company or at all.
Capital raise
12 May 2025 11:32 PM
Merger Announcement
- The Buyer Parties' obligation to consummate the Merger is conditioned on receiving 'Parent Acquisition Financing' in an aggregate amount of not less than $20 million.
- The Buyer Parties' obligation to consummate the Merger is additionally conditioned on receiving 'additional project level financing' in an aggregate amount not less than $125 million.
Capital raise
8 May 2025 9:23 PM
Merger Announcement
- The merger is contingent on the Investor obtaining $20 million in financing.
- The merger is also conditioned on securing $125 million in additional project-level financing.
Worse than expected
8 May 2025 9:23 PM
Merger Announcement
- The acquisition price of $0.90 per share is significantly lower than the company's previous trading price, indicating a less favorable outcome for shareholders compared to previous expectations.
Worse than expected
8 May 2025 5:21 PM
Merger Announcement
- The company is being acquired for $0.90 per share, which may be considered worse than expected for investors who anticipated higher returns or continued growth as a public entity.
Capital raise
8 May 2025 5:21 PM
Merger Announcement
- The transaction is contingent on the Investor obtaining $20 million in financing.
- The transaction is also conditioned on prior or concurrent consummation of additional project level financing in an aggregate amount not less than $125 million.
Worse than expected
16 April 2025 4:05 PM
8-K Filing
- The company received a deficiency letter from Nasdaq due to its stock price falling below the minimum bid price requirement, indicating a negative development.
Delay expected
4 April 2025 8:05 PM
Current Report (8-K)
- The maturity dates of debt instruments and convertible notes have been delayed.
Delay expected
3 April 2025 11:43 AM
SEC Form 4
- The maturity dates of several convertible debt instruments were extended from March 31, 2025, to either September 30, 2025, or December 31, 2025.
Worse than expected
26 March 2025 5:00 PM
Annual Report
- The company's revenue decreased from 2023 to 2024.
- The company's net loss decreased from 2023 to 2024.
- The company's cash position is deficient and it requires additional capital to fund operations and debt service.
Capital raise
26 March 2025 5:00 PM
Annual Report
- The company's cash position is deficient, and it requires additional capital to fund operations and debt service.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
Delay expected
26 March 2025 5:00 PM
Annual Report
- The Company postponed its 2024 Annual Meeting of Stockholders.
Worse than expected
16 January 2025 5:13 PM
8-K Filing
- The company received a delisting notice from Nasdaq for failing to hold its annual meeting within the required timeframe, which is a negative development.
Delay expected
16 January 2025 5:13 PM
8-K Filing
- The company failed to hold its annual meeting within 12 months of its fiscal year end, resulting in a delay and a delisting notice from Nasdaq.
Worse than expected
20 November 2024 4:05 PM
Current Report
- The high interest rate of 12%, potentially rising to 17%, suggests the company is in a weaker financial position and had to accept unfavorable terms.
- The extensive security interest granted to the lender indicates a lack of financial flexibility and a higher risk profile.
Worse than expected
13 November 2024 5:18 PM
Quarterly Report
- The company's net loss of $34.5 million for the nine months ended September 30, 2024, is worse than expected.
- The company's default on the waterpark ground lease and the risk of default on other loan agreements are worse than expected.
- The company's precarious cash position and the substantial doubt about its ability to continue as a going concern are worse than expected.
Capital raise
13 November 2024 5:18 PM
Quarterly Report
- The company is seeking additional funding through debt, construction lending, and equity financing.
- The company's ability to raise capital on acceptable terms or at all is uncertain.
Delay expected
13 November 2024 5:18 PM
Quarterly Report
- The company's waterpark project has been delayed due to the termination of the ground lease.
Worse than expected
31 October 2024 4:05 PM
Current Report
- The termination of the waterpark ground lease due to a payment default is a significantly worse outcome than expected.
- The company's inability to meet its financial obligations and the potential loss of key assets are also worse than expected.
Capital raise
31 October 2024 4:05 PM
Current Report
- The company is in discussions with IRG Canton Village Member, LLC regarding a non-binding proposal to take the company private, which could involve a capital raise or restructuring.
- The company's current financial situation suggests that a capital raise or restructuring is likely necessary to address its liquidity issues.
Delay expected
23 October 2024 4:05 PM
Current Report
- The 2024 Annual Meeting of Stockholders has been postponed from its original date of November 21, 2024.
Better than expected
17 September 2024 4:05 PM
Material Definitive Agreement
- The removal of the annual license fee and the waiver of the $600,000 payment for 2024 are better than the previous agreement.
Delay expected
19 August 2024 5:04 PM
Shareholder Letter
- The funding process for the Gameday Bay Waterpark and Hilton Tapestry Hotel has taken longer than originally anticipated due to a restrictive lending environment and multiple stakeholders.
Worse than expected
19 August 2024 5:04 PM
Shareholder Letter
- Second quarter revenue was below the prior year, indicating worse than expected performance.
Worse than expected
15 August 2024 4:05 PM
Quarterly Report
- The company's revenue decreased by 23% year-over-year, indicating worse than expected performance.
- The net loss attributable to shareholders increased to $15.8 million from $13.6 million in the prior year, indicating worse than expected performance.
Worse than expected
13 August 2024 4:05 PM
Quarterly Report
- The company's revenue decreased compared to the same period last year.
- The company's net loss increased compared to the same period last year.
- The company's hotel revenues decreased compared to the same period last year.
Capital raise
13 August 2024 4:05 PM
Quarterly Report
- The company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- The company may have to raise additional capital through the equity market, which could result in substantial dilution to existing stockholders.
Delay expected
14 May 2024 4:06 PM
Quarterly Report
- The company has delayed payment of base rent for the waterpark ground lease, which could lead to a default.
Capital raise
14 May 2024 4:06 PM
Quarterly Report
- The company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- There are no assurances that the company will be able to raise capital on terms acceptable to the Company or at all.
Worse than expected
14 May 2024 4:06 PM
Quarterly Report
- The company's net loss of $14.6 million and the substantial doubt about its ability to continue as a going concern indicate worse than expected results.
Better than expected
14 May 2024 8:39 AM
Quarterly Report
- The company's revenue increased by 34% year-over-year.
- The net loss attributable to shareholders decreased from $19.6 million to $14.9 million.
- The adjusted EBITDA loss improved from $10.9 million to $2.9 million.
Capital raise
29 April 2024 5:11 PM
Annual Report Amendment
- The company has multiple loan agreements with CH Capital Lending, LLC, and other related parties, some of which have been amended and restated.
- The company has issued Series A, B, and C Preferred Stock to related parties.
- The company has a history of using convertible notes and warrants to raise capital.
Worse than expected
29 April 2024 5:11 PM
Annual Report Amendment
- The company had to amend its annual report due to omitting required information, indicating a deficiency in internal controls or reporting processes.
Capital raise
29 April 2024 4:57 PM
SEC Form 4 Filing
- The document details multiple transactions involving convertible notes and term loans, indicating ongoing capital raising activities.
- CH Capital Lending, LLC advanced additional funds under the 2020 Convertible Term Loan in January and February 2024.
- The company has been paying interest by increasing the principal of the Convertible Notes due 2025.
Capital raise
8 April 2024 5:25 PM
8-K Filing
- The company has the ability to sell up to $14,661,873 of common stock through the at-the-market offering.
- The company amended its equity distribution agreement to increase agent compensation, which may incentivize sales.
Capital raise
25 March 2024 4:37 PM
Annual Results
- The company's authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval.
- The company could utilize these shares for future offerings to raise additional capital.
Capital raise
21 March 2024 8:20 AM
Quarterly Report
- The company completed a $2.8 million public offering of common stock and warrants to increase institutional ownership and improve stock trading volumes.
Worse than expected
21 March 2024 8:20 AM
Quarterly Report
- The company's net loss for the full year increased significantly compared to the previous year, indicating worse than expected financial performance.
Worse than expected
29 February 2024 5:24 PM
Lease Amendment
- The company has increased its debt and diluted its equity through the warrant issuance.
- The company has increased its base rent obligations.
- The company has pledged a 20% membership interest in Sandlot HOFV Canton SC, LLC, as collateral.
Capital raise
29 February 2024 5:24 PM
Lease Amendment
- The company issued a Series H Common Stock Purchase Warrant to the landlord.
- The warrant allows the landlord to purchase 890,313 shares of the company's common stock.
- The exercise of the warrant could result in a capital raise for the company, but also dilute existing shareholders.
Worse than expected
18 January 2024 5:12 PM
Loan Agreement Amendment
- The company's debt has increased significantly to $12,751,934.09, indicating a worsening financial position despite the asset sale.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.