HOFVW Hall of Fame Resort and Entertainment Company

 

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 incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2014 Champions Gateway, Suite 100

Canton, OH 44708

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (330) 458-9176

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		HOFV		Nasdaq Capital Market
Warrants to purchase 0.064578 shares of Common Stock		HOFVW		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 12, 2024, Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC and HOF Village Retail II, LLC (collectively “Retail”) entered into the Sixth Amendment to Loan Agreement (“Sixth Amendment”) with CH Capital Lending, LLC (“Lender”), an affiliate of our director Stuart Lichter. The Sixth Amendment was entered to extend the maturity date from December 4, 2024 to December 5, 2025. Retail and Lender executed an Allonge to First Amended and Restated Promissory Note (“Allonge”) to modify the definition of the initial maturity date in the promissory note.

 

The Sixth Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Allonge is attached hereto as Exhibit 10.2 and incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Document
10.1		Sixth Amendment to Loan Agreement, executed December 12, 2024 by and among Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC, HOF Village Retail II, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender
10.2		Allonge to First Amended and Restated Promissory Note, executed December 12, 2024 by and among Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC, HOF Village Retail II, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer
Dated: December 18, 2024

 

 

2

 

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 II”), and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”, and together with Retail I and Retail II, collectively the “Borrower”) and CH Capital Lending LLC, Delaware limited liability company (“Lender”).

 

RECITALS:

 

A. Retail I, Retail II, and The Huntington National Bank (“HNB”) entered into that certain Loan Agreement dated September 27, 2022 (the “Original Loan Agreement”), under the terms of which HNB agreed to loan up to Ten Million Dollars ($10,000,000) for the purpose of financing improvements to two certain leasehold parcels of real property in the project commonly referred to as Hall of Fame Village located in the City of Canton, Stark County, Ohio, as more fully described in the Loan Agreement.

 

B. Lender has succeeded to the rights and obligations of HNB under the Loan Agreement pursuant to that certain Assignment of Note, Security Instrument and Other Loan Documents dated as of September 21, 2023 (the “Assignment”), and is now the holder of that certain Promissory Note dated September 27, 2022 (the “Original Note”) in the principal amount of $10,000,000 in which HNB is payee and Retail I and Retail II are makers.

 

C. The Original Loan Agreement and Original Note were modified pursuant to the terms of (i) that certain Joinder and First Amendment to Loan Agreement entered into by and between Borrower and Lender dated September 21, 2023 (the “First Amendment”), (ii) that certain Second Amendment to Loan Agreement by and between Borrower and Lender dated October 6, 2023 (the “Second Amendment”), (iii) that certain Third Amendment to Loan Agreement by and between Borrower and Lender dated October 16, 2023 (the “Third Amendment”), (iv) that certain Fourth Amendment to Loan Agreement by and between Borrower and Lender dated November 21, 2023 and effective September 21, 2023 (the “Fourth Amendment”), and (v) that certain Fifth Amendment to Loan Agreement by and between Borrower and Lender dated December 8, 2023 (the “Fifth Amendment”) (the Original Loan Agreement, together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment collectively, the “Loan Agreement”);

 

D. The Original Note and the First Amendment were amended and restated pursuant to the terms and conditions of that certain First Amended and Restated Promissory Note dated December 8, 2023 in the principal amount of Ten Million Dollars ($10,000,000) given by Borrower to Lender (the “A&R Note”);

 

E. The Loan Agreement is secured by certain collateral as set forth in that certain Security Agreement by and between Borrower and Lender dated November 16, 2023 and effective September 21, 2023 (the “Security Agreement”) and the secured interests under the Security Agreement were incorporated into the Loan Agreement by the Fourth Amendment.

 

 

F. Lender and Borrower have agreed to extend the Initial Maturity Date set forth in the Loan Agreement and A&R Note as hereinafter set forth.

 

NOW, THEREFORE, for and in consideration of the foregoing, the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower agree, effective as of the Effective Date, as follows:

 

1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the same definition as set forth in the Loan Agreement or A&R Note, as applicable.

 

2. Maturity Date. The definition of “Initial Maturity Date” in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

“Initial Maturity Date: December 4, 2025, unless accelerated sooner or extended pursuant to the terms hereof.”

 

3. A&R Note Amended. The A&R Note is hereby deemed amended to delete therefrom the reference to “December 4, 2024” in the second line of Section 8(a) and substituting the following: “December 4, 2025,” such that the Initial Maturity Date as defined in the A&R Note shall be December 4, 2025. Borrower and Lender shall enter into an allonge (the “Allonge”) to the A&R Note setting forth the foregoing revision to the Initial Maturity Date, which Allonge shall become part of the A&R Note, but in the event the Allonge is lost or destroyed, the revision to the Initial Maturity Date as herein described shall continue to be and remain in full force and effect.

 

4. Governing Law. This Sixth Amendment shall be governed by and controlled in accordance with the laws of the State of Ohio.

 

5. Counterparts; Electronic Signature. This Sixth Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. This Sixth Amendment may be executed by electronic means and methods, including DocuSign and portable document format (PDF), and shall when transmitted electronically or in paper format, be deemed binding on the signatories thereto.

 

[remainder of page intentionally left blank]

 

 

IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to be signed as of the Effective Date.

 

	BORROWER:
	HOF VILLAGE RETAIL I, LLC, a Delaware
	limited liability company
	By:	/s/ Michael Crawford
		Michael Crawford
		President and Chief Executive Officer
	HOF VILLAGE RETAIL II, LLC, a Delaware
	limited liability company
	By:	/s/ Michael Crawford
		Michael Crawford
		President and Chief Executive Officer
	HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation
	By:	/s/ Michael Crawford
		Michael Crawford
		President and Chief Executive Officer

 

 

	CH CAPITAL LENDING, LLC
	a Delaware limited liability company, in its capacity
	as Agent
	By:	Holdings SPE Manager, LLC,
		a Delaware limited liability company,
		its Manager

 

	By:	/s/ Richard Klien
	Name:	Richard Klein
	Title:	Chief Financial Officer

 

 

4

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 of Fame Resort & Entertainment Company, a Delaware corporation, jointly and severally as Borrower, and payable to the order of CH Capital Lending LLC, Delaware limited liability company as Lender, and forming a part thereof.

 

WITNESSETH:

 

Pursuant to the terms and conditions of that certain Sixth Amendment to Loan Agreement by and between Borrower and Lender, the parties have agreed to revise the Initial Maturity Date such that it shall be December 4, 2025 and not December 4, 2024.

 

NOW, THEREFORE, the First Amended and Restated Promissory Note is hereby amended by deleting therefrom the reference to “December 4, 2024” in the second line of Section 8(a) and substituting “December 4, 2025,” such that the Initial Maturity Date as defined in the First Amended and Restated Promissory Note shall be December 4, 2025. Except as herein amended, the First Amended and Restated Promissory Note shall remain in full force and effect without modification or revision whatsoever. Borrower acknowledges and agrees that, except as herein amended, the terms and conditions of the First Amended and Restated Promissory Note remain in full force and effect, and that Borrower has no defenses, offsets or counterclaims with respect to same and its enforcement. Borrower waives any and all claims, offsets, counterclaims, and defenses it has or may have with respect to (a) the First Amended and Restated Promissory Note and its enforcement, and (b) Lender.

 

(remainder of page is intentionally blank)

 

(the next page is the signature page)

 

 

IN WITNESS WHEREOF, Borrower has executed this Allonge in Stark County, Ohio, as of the Executed Date set forth above.

 

BORROWER:

 

WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HALL OF FAME RESORT &
ENTERTAINMENT COMPANY,
a Delaware corporation
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

The Borrower acknowledges that it has read and understood all the provisions of this Allonge, including the confession of judgment, and has been advised by counsel as necessary or appropriate.

 

 

IN WITNESS WHEREOF, Borrower has executed this Allonge in Stark County, Ohio, as of the Executed Date set forth above.

 

BORROWER:

 

WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HOF Village Retail I, LLC, a Delaware limited liability company
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

The Borrower acknowledges that it has read and understood all the provisions of this Allonge, including the confession of judgment, and has been advised by counsel as necessary or appropriate.

 

 

IN WITNESS WHEREOF, Borrower has executed this Allonge in Stark County, Ohio, as of the Executed Date set forth above.

 

BORROWER:

 

WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HOF Village Retail II, LLC, a Delaware limited liability company
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

The Borrower acknowledges that it has read and understood all the provisions of this Allonge, including the confession of judgment, and has been advised by counsel as necessary or appropriate.

 

 

LENDER:
CH CAPITAL LENDING, LLC,
a Delaware limited liability company
By:	Holdings SPE Manager, LLC,
	a Delaware limited liability company,
	its Manager
	By:	/s/ Richard Klein
		Name:	Richard Klein
		Title:	Chief Financial Officer

 

 

5

 

v3.24.4

Cover	Dec. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	001-38363
Entity Registrant Name	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Entity Central Index Key	0001708176
Entity Tax Identification Number	84-3235695
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2014 Champions Gateway
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Canton
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44708
City Area Code	(330)
Local Phone Number	458-9176
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HOFV
Security Exchange Name	NASDAQ
Warrants to purchase 0.064578 shares of Common Stock
Title of 12(b) Security	Warrants to purchase 0.064578 shares of Common Stock
Trading Symbol	HOFVW
Security Exchange Name	NASDAQ

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