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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

☐ 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 & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		84-3235695
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2014 Champions Gateway, Suite 100 Canton, OH		44708
(Address of principal executive offices)		(Zip Code)

(330) 458-9176

(Registrant’s telephone number, including area code)

Securities registered under 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

Securities registered under section 12(g) of the Act:

Not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2024, the last day of the registrant’s most recently completed second fiscal quarter; the aggregate market value of the registrant’s common stock held by non–affiliates of the registrant was approximately $14,034,715.

As of March 21, 2025, the registrant had outstanding 6,698,645 shares of common stock, $0.0001 par value.

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

INDEX

PART I			1
	Item 1.	Business.	1
	Item 1A.	Risk Factors.	11
	Item 1B.	Unresolved Staff Comments.	24
	Item 1C.	Cybersecurity.	24
	Item 2.	Properties.	25
	Item 3.	Legal Proceedings.	25
	Item 4.	Mine Safety Disclosures.	25

PART II			26
	Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer’s Purchases Of Equity Securities.	26
	Item 6.	[Reserved]	26
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
	Item 7A.	Quantitative and Qualitative Disclosure About Market Risk.	33
	Item 8.	Financial Statements and Supplementary Data.	33
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	33
	Item 9A.	Controls and Procedures.	33
	Item 9B.	Other Information.	34
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	34

PART III			35
	Item 10.	Directors, Executive Officers and Corporate Governance.	35
	Item 11.	Executive Compensation.	44
	Item 12.	Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters.	51
	Item 13.	Certain Relationships and Related Transactions and Director Independence.	55
	Item 14.	Principal Accountant Fees and Services.	68

PART IV			69
	Item 15.	Exhibits and Financial Statement Schedules.	69
	Item 16.	Form 10–K Summary.	82

SIGNATURES			83

NOTE REGARDING FORWARD–LOOKING STATEMENTS

This Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are generally identified by use of words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook,” “target,” “seek,” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding future opportunities for the Company and the Company’s estimated future results. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors identified elsewhere in this Annual Report on Form 10-K, the following risks, among others, which are discussed more fully in “Item 1A. Risk Factors,” could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●

We are an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses while we continue construction of Hall of Fame Village.

●

We have significant debt outstanding, which may have a material adverse effect on our business, our financial condition and results of operations and our ability to secure additional financing in the future.

●

Our recurring losses from operations, significant debt and deficient cash position have raised substantial doubt regarding our ability to continue as a going concern, and our operational needs and business plan require additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all.

●

The termination of the waterpark ground lease and our surrender of the waterpark premises and improvements to the landlord, which occurred October 26, 2024, and the exercise of certain remedies by waterpark landlord would be expected to have a material adverse effect on the liquidity, financial condition, and results of operations of the Company.

●

There is no assurance that the non-binding proposal received in September 2024 from IRG Canton Village Member, LLC (“IRG”), an affiliate of the Company’s director Stuart Lichter, to take the Company private will result in a definitive transaction, and the absence of us entering into a definitive transaction agreement, changes to the proposal, or the commencement of related litigation may have an adverse impact on the market price of our common stock.

●

Our operations are impacted by our ability to attract and retain management and other key employees, and the unexpected loss of one or more such employees could harm our business.

●

Changes in consumer tastes and preferences for sports and entertainment products, including fantasy sports, sports betting and eSports could reduce demand for our offerings and products and adversely affect the profitability of our business.

●

We could be adversely affected by declines in discretionary consumer spending, consumer confidence and general and regional economic conditions as well as changes in consumer tastes and preferences for sports and entertainment products.

●

We do business with multiple branded partners, including, but not limited to, PFHOF, the NFL, Sandlot, and others. Incidents or adverse publicity concerning any of our branded partners could harm our reputation as well as negatively impact our revenues and profitability.

●

Cyber security risks and the failure to maintain the integrity of internal or guest data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits.

●

Our business may be adversely affected by defaults or bankruptcy of our tenants and partners.

●

Our sports betting and eSports operations are subject to a variety of laws, and which could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation, or the regulatory climate applicable to our products and services, or changes in tax rules and regulations or interpretation thereof related to our products and services, could adversely impact our ability to operate our business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations.

●

If we fail to comply with the continued listing standards of Nasdaq, our common stock may be delisted from Nasdaq, which would be expected to have a negative effect on the liquidity and market price of our common stock, reduce the number of investors willing to hold or acquire our common stock, limit or reduce the amount of analyst coverage we receive, and impair your ability to sell or purchase our common stock when you wish to do so.

●

We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

●

We currently do not intend to pay dividends on our Common Stock. Consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our Common Stock.

●

Our Series A Warrants and Series B Warrants are accounted for as liabilities and the changes in value of such warrants could have a material effect on our financial statements.

●

The trading price of our securities has been, and likely will continue to be, volatile.

●

Our executive officers and directors, and their affiliated entities, own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

●

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause our stockholders to lose some or all of their investment.

●

Other factors detailed under the section titled “Risk Factors” in this Annual Report on Form 10-K.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof, in the case of information about the Company, or as of the date of such information, in the case of information from persons other than the Company, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Annual Report on Form 10-K. Forecasts and estimates regarding the Company’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Any annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

iii

PART I

Item 1. Business

Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company”, “HOFRE,” “we,” “our,” “us” and similar terms refer to Hall of Fame Resort & Entertainment Company, a Delaware corporation.

Overview

We are a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”). Headquartered in Canton, Ohio, we own the Hall of Fame Village, which is a multi-use sports and entertainment destination centered around the PFHOF’s campus and the DoubleTree by Hilton located in downtown Canton. We have created a diversified set of revenue streams through the development of themed attractions, premier entertainment programming and sponsorships. We continue to pursue a diversified strategy across three business verticals, including destination-based assets, Hall of Fame Village, Hall of Fame Village Media and Gold Summit Gaming.

The strategic plan for Hall of Fame Village involves three phases: Phase I, Phase II, and Phase III. Phase I of the Hall of Fame Village is operational, consisting of the Tom Benson Hall of Fame Stadium, the ForeverLawn Sports Complex (ownership reduced to 20% as of January 11, 2024), and Hall of Fame Village Media. The Tom Benson Hall of Fame Stadium hosts multiple sports and entertainment events, including the National Football League (“NFL”) Hall of Fame Game, Enshrinement and Concert for Legends during the annual Pro Football Hall of Fame Enshrinement Week. The ForeverLawn Sports Complex hosts camps and tournaments for football players, as well as athletes from across the country in other sports such as lacrosse, rugby and soccer. Hall of Fame Village Media leverages the sport of professional football to produce exclusive programming. Hall of Fame Village Media has created short-form and long-form media entertainment through multiple distribution channels. This includes The Perfect Ten, Inspired, The GOAT Code, Next Man Up: NFL Alumni Academy and Hometown Heroes.

We have procured licenses in the State of Ohio for both a physical sports betting operation and online sports betting platform. We have entered into an agreement with Instabet, Inc. doing business as betr (“Betr”) as our mobile management services provider. Currently, the Company does not have a sports betting partner for its retail sports book. In addition, the gaming vertical hosts multiple eSports tournaments within the destination along with other types of gaming tournaments and interactive events.

We have developed new hospitality, attractions, and corporate assets as part of our Phase II development plan. Phase II components of the Hall of Fame Village include the Constellation Center for Excellence (an office building including retail and meeting space, that opened in November 2021), the Center for Performance (a convention center/field house, that opened in August of 2022), the Play Action Plaza (completed in August of 2022), the Fan Engagement Zone (retail promenade), core and shell for Retail I (completed in August of 2022), and the core and shell of Retail II (completed in November of 2022), and two hotels (one to-be-constructed on campus, and one in downtown Canton that opened in November 2020). Phase III expansion plans may include a potential mix of residential space, additional attractions, entertainment, dining, merchandise and more.

Corporate History and Background

The Hall of Fame Resort & Entertainment Company (formerly known as GPAQ Acquisition Holdings, Inc.) was incorporated in Delaware on August 29, 2019, as a subsidiary of Gordon Pointe Acquisition Corp. (“GPAQ”), a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets.

On July 1, 2020, we consummated the previously announced business combination with HOF Village, LLC, a Delaware limited liability company (“Original HOF Village”), pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as amended on November 6, 2019, March 10, 2020 and May 22, 2020, the “Merger Agreement”), by and among the Company, GPAQ Acquiror Merger Sub, Inc., a Delaware corporation (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), Original HOF Village and HOF Village Newco, LLC, a Delaware limited liability company (“HOF Village”). The transactions contemplated by the Merger Agreement are referred to in this Annual Report on Form 10-K as the “Business Combination.”

On September 29, 2022, our stockholders approved an amendment to our Certificate of Incorporation to effect a reverse stock split of our shares of Common Stock, and our Board subsequently approved a final reverse stock split ratio of 1-for-22 (the “Reverse Stock Split”). The Reverse Stock Split became effective at 12:01am Eastern Time on December 27, 2022 (the “Effective Time”). At the Effective Time, every 22 shares of issued and outstanding Common Stock were combined and converted into one issued and outstanding share of Common Stock. Fractional shares were cancelled and stockholders received cash in lieu thereof. All outstanding restricted stock unit awards, warrants and other securities, exercisable for or convertible into shares of Common Stock, were adjusted as a result of the reverse split, as required by their respective terms. A proportionate adjustment was also made to the maximum number of shares of Common Stock issuable under the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan (the “Plan”). The number of authorized shares of Common Stock and the par value per share of Common Stock remains unchanged at $0.0001 per share.

The Reverse Stock Split was intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on Nasdaq. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the payment of cash in lieu of fractional shares).

On January 11, 2024, HOF Village completed the sale to Sandlot Facilities, LLC (“Sandlot”) of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC, to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business prior to closing.

On October 26, 2024, HOF Village Waterpark, LLC (“Tenant”), a subsidiary of the Company, received from HFAKOH001 LLC (“Landlord”) a notice of termination due to a non-payment event of default (the “Notice”) under the waterpark ground lease agreement, dated as of November 7, 2022, between Tenant and Landlord, as amended on February 23, 2024, February 29, 2024 and May 10, 2024 (as so amended, the “Waterpark Ground Lease”). Under the Waterpark Ground Lease, the Landlord’s termination required that Tenant immediately surrender the waterpark premises under such lease to the Landlord and any improvements thereto (including the construction of new buildings thereon) with all fixtures appurtenant thereto. For more information, see “Item 1A. Risk Factors – The termination of the waterpark ground lease and our surrender of the waterpark premises and improvements to the landlord, which occurred October 26, 2024, and the exercise of certain remedies by waterpark landlord would be expected to have a material adverse effect on the liquidity, financial condition, and results of operations of the Company.”

Business Strategy

Our unique position and multimedia approach makes us the only company of our kind fully poised to capitalize on the popularity of professional football, one of the most popular brands in sports worldwide (as measured by total league revenue and number of fans). Our principal business objectives are to successfully develop and operate destination based assets such as the Hall of Fame Village as a premiere destination resort and entertainment company leveraging the expansive popularity of professional football and the Pro Football Hall of Fame; Hall of Fame Village Media taking advantage of direct access to exclusive content; and a gaming vertical that spans across fantasy sports in addition to growth areas of e-gaming and sports betting. The resort and entertainment platform will significantly extend the presence of the Pro Football Hall of Fame, the singular institution focused on honoring and preserving the legends and values of professional football. We are located in Canton, Ohio, the birthplace of American professional football. It is in a market area within an 8-hour driving distance to nearly half of the NFL franchises and with limited themed attractions. Together with the PFHOF, we intend to become an elite entertainment venue and premier attraction for the region.

Strategic Relationship with PFHOF

PFHOF is a distinct entity from us but serves as a significant shareholder and aligned partner. The Pro Football Hall of Fame Museum, which is owned and operated by PFHOF and not the Company, is a 501(c)(3) not-for-profit educational institution that focuses on the education, promotion, preservation and honoring of the individuals and moments that shaped professional football’s history. Since opening in 1963, the Museum has grown in both size and stature. The building was expanded in 1971, 1978 and 1995, and completed major exhibit gallery renovations in 2003, 2008, and 2009. Together, these improvements have transformed the original 19,000 square-foot Hall of Fame Museum into an exciting internationally recognized institution and travel destination. Today, the Pro Football Hall of Fame stands as a shining tribute to professional football and the over 300 men who have been enshrined, receiving their Gold Jackets. The Pro Football Hall of Fame Museum and the Gold Jacket enshrinees serve as unique and valuable partners that contribute to the development of the Hall of Fame Village.

Strategic Relationship with Sandlot

Sandlot is a distinct entity from us but serves as an aligned partner. On January 11, 2024, HOF Village completed the sale to Sandlot Facilities, LLC of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC, (“Sports Complex Newco”), to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business prior to closing. HOF Village has entered into certain commercial arrangements that consist of (i) the Facilities Management Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village provides certain facilities services to Sports Complex Newco, (ii) the Marketing and SC Programming Collaboration Agreement among HOF Village, Sports Complex Newco and Purchaser Guarantor, pursuant to which the parties thereto collaborate with regard to marketing and programming of the ForeverLawn Sports Complex, (iii) the Marketing and CFP Programming Collaboration Agreement between HOF Village and Sports Complex Newco, pursuant to which the parties thereto collaborate with regard to marketing and programming at the Center for Performance, and (iv) the Food and Beverage Services Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village provides certain food and beverage services to Sports Complex Newco.

About Phase I

We had invested approximately $250 million of capital to build Phase I of the Hall of Fame Village. Phase I, already complete, includes the Tom Benson Hall of Fame Stadium, the ForeverLawn Sports Complex, Hall of Fame Village Media, as well as land and infrastructure to support future phases of development.

Tom Benson Hall of Fame Stadium

The Tom Benson Hall of Fame Stadium holds up to 23,000 spectators and hosts events such as the annual Pro Football Hall of Fame Enshrinement Week including other premier sporting events such as the Historic Black College Hall of Fame Game, the Ohio State High School Football Championships, Women’s Football Alliance Championships and Division III college football championships. In 2023, the Company hosted two USFL teams along with the semi-final and championship games. During the Pro Football Hall of Fame Enshrinement Week, Tom Benson Hall of Fame Stadium hosts the Hall of Fame Game, the first NFL game of the pre-season, and the Hall of Fame Enshrinement ceremony for NFL players and other enshrinees. The design of the Tom Benson Hall of Fame Stadium with cut-away seats, allows it to serve as an elite concert venue. The Tom Benson Hall of Fame Stadium has hosted performances by national recording artists such as Aerosmith, Tim McGraw, Journey, Zac Brown Band as well as comedian acts like Dave Chappelle, Kevin Hart, and Bill Burr.

See disclosure under “Item 1A. Risk Factors – The termination of the waterpark ground lease and surrender of the waterpark premises and improvements to the landlord, which occurred October 26, 2024, and the exercise of certain remedies by waterpark landlord would be expected to have a material adverse effect on the liquidity, financial condition, and results of operations of the Company.” regarding the Tom Benson Hall of Fame Stadium.

ForeverLawn Sports Complex

The ForeverLawn Sports Complex consists of eight full-sized fields. Support buildings including concessions, ticketing, restrooms and storage facilities were completed in or prior to the third quarter of 2022. The Sports Complex hosts camps and tournaments for football players as well as athletes from other sports such as lacrosse, rugby and soccer from across the country.

On January 11, 2024, HOF Village completed the sale to Sandlot Facilities, LLC of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC, to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business prior to closing.

Hall of Fame Village Media

In 2017, HOF Village formed a sports and entertainment media company, Hall of Fame Village Media, leveraging the sport of professional football to produce exclusive content. Hall of Fame Village Media has the ability to serve multiple media formats including full length feature films, live and taped television specials, studio shows, live sports events, books and artwork. Through our partnership with the PFHOF, Hall of Fame Village Media has access to millions of pieces of photo, video and document archives.

During 2022, Hall of Fame Village Media co-produced Inspired, a series celebrating inspirational NFL figures who have used their platform to help those in need while uniting communities. Inspired aired on over 100 Gray Television local channels

Also during 2022, Hall of Fame Village Media co-produced The Perfect 10, a documentary film profiling the exclusive group of NFL athletes who are both Heisman Trophy winners and Pro Football Hall of Fame inductees. We sold The Perfect 10 to Fox, where it aired across the country on Fox stations during Super Bowl weekend in 2023.

In 2023, Hall of Fame Village Media co-produced The GOAT Code, a series that provides viewers with an intimate look into the lives and journeys of these athletes. The series provided insights into how these players transcended the game to become The Greatest of All Time.

Hall of Fame Village Media has entered into a number of partnership deals including ReachTV and other NFL greats such as Jimmy Johnson and Rashad Jennings.

About Phase II

Phase II added additional strategic attractions, hospitality, and corporate assets in a well-planned and synergistic manner intended to increase consumer appeal and drive revenue and profitability growth.

As a part of Phase II, we have completed the development of our Hilton DoubleTree Hotel, the Constellation Center for Excellence (a state of the art building used for both commercial offices and retail in the West End Zone of the Tom Benson Hall of Fame Stadium), the Center for Performance (one of the largest indoor sports domes in the United States), the Fan Engagement Zone (our retail promenade offering a variety of food and beverage plus entertainment options for our guests), and Play Action Plaza (our football themed area for recreation and events which includes three amusement rides). We also own the land and received zoning approval for our on-campus Hilton Tapestry hotel.

In Phase II, the critical business strategies are to drive further asset development, increased event programming, new alliance sponsorships, media development and explore additional growth verticals:

●

Further Asset Development: We have constructed additional assets in Phase II to attract and entertain guests. In November 2020, we opened the DoubleTree by Hilton hotel in downtown Canton. In October 2021, we opened our Constellation Center for Excellence. In November 2022, we opened the Center for Performance, which provides a variety of year-round programming options. The Fan Engagement Zone (retail promenade) offering a variety of food and beverage options, as well as other specialized entertainment alternatives opened in September 2022. A green space area called Play-Action Plaza provides 3.5 acres for football-themed recreation, events, and formal gatherings including amusement rides. Additional assets will include an on-campus Hilton Tapestry hotel. Future destination-themed assets can include live entertainment, gaming, dining, and residential within Hall of Fame Village and within major NFL franchise cities. Construction began on Phase II in 2020, and most assets within Phase II are projected to be operational in 2026.

●

Increased Event Programming: We have been utilizing the Tom Benson Hall of Fame Stadium for an expanded offering of live entertainment and events, including top performers, sporting events and festival programming. Also, given the appeal and popularity of youth sports, additional year-round programming is expected to be available across multiple sports. In November 2022, we opened our Center for Performance, our indoor sports dome, which enables us to host sports and other events year-round. Moving forward, there are also plans for multiple concerts, multi-day comedy and music festivals, and on-going business event productions.

●

New Alliance Sponsorships: We have been successful in attracting a strong sponsorship base and will continue to seek significant partnerships with leading companies and brands across a range of untapped categories. These partnerships are expected to be in the form of naming rights agreements or additional category-specific sponsorships. HOF Village plans to target a number of industry verticals for additional sponsorship revenue, such as financial services, autos, telecom and beverages.

●

Media Development: We are developing original content from both its event programming and its direct access to millions of pieces of historic Pro Football artifacts located within the PFHOF archive through Hall of Fame Village Media. We are planning on producing full-length films, shows and other digital content marketing through multiple channels of distribution. Advanced discussions with media leaders, creative, development and distribution partners are ongoing. We are working on expanding our team and partnerships and have a robust slate of new content in development.

●

Hall of Fame Village Gaming: Gaming is expected to be a connective tissue that integrates the rest of the business units across the Company. This encompasses eSports as a way to increase engagement, as well as gaming as a part of offsite asset building and programming, purpose-driven physical destination resort locations, and broadcast/streaming gaming content within media.

●

Sports Betting: We procured two sports betting licenses to develop sports betting both online and on campus in connection with sports betting legislation in the State of Ohio. In 2023, our mobile betting partner, Betr, went live offering both monetary and token (free-to-play) microbets.

●

Exploring Additional Growth Verticals: HOF Village has begun exploring additional growth verticals as part of Phase II. In the future, the Company will seek opportunities to expand certain destination-based assets in other geographic markets leveraging the popularity of professional football.

About Phase III

With Phase I and Phase II assets providing a solid foundation, growth is expected to continue with the development of Phase III, which the Company anticipates will include a potential mix of residential space, and additional attractions, entertainment, dining, merchandise and more. The Company is currently planning the future assets to be constructed in Phase III and expects to begin construction sometime after the completion of Phase II.

Competition

We currently face and will continue to face competition in each of our businesses, as follows:

●

Tom Benson Hall of Fame Stadium, the ForeverLawn Sports Complex and the Center for Performance will compete with other facilities and venues across the region and country for hosting concerts, athletic events (including professional sports events, sports camps and tournaments) and other major conventions.

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Hall of Fame Village Media will compete (i) with other media and content producers to obtain creative and performing talent, sports and other programming content, story properties, advertiser support, distribution channels and market share and (ii) for viewers with other broadcast, cable and satellite services as well as with home entertainment products, new sources of broadband and mobile delivered content and internet usage.

●

The Hall of Fame Village hotels will compete with other hotels and tourist destinations in Ohio and around the country, and with other forms of entertainment, lodging, tourism and recreation activities. The Fan Engagement Zone, will compete with other food and beverage, and retail locations.

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The Constellation Center for Excellence and the Fan Engagement Zone (retail promenade) will compete for tenants with other suppliers of commercial and/or retail space.

●

Our sports betting and eSports will compete with other sports betting providers attempting to enter the Ohio sports betting market.

Employees

As of March 21, 2025, we have 71 full-time employees that perform various administrative, finance and accounting, event planning, sports programming, media development, and corporate management functions for the Company and its subsidiaries. Additionally, we have a pool of 254 part-time, seasonal, and event-specific staff.

Properties

We own real property in Canton, Ohio, at the site of the Hall of Fame Village development and our DoubleTree by Hilton Hotel. Certain parcels of real property on which the Hall of Fame Village is located, including the parcel on which Tom Benson Hall of Fame Stadium is located, are owned by the Canton City School District (Board of Education), and are subject to long-term ground leases and agreements with us for the use and development of such property.

The land under our Fan Engagement Zone is subject to a sale-leaseback financing arrangement. The financing arrangement allows us to buy back the property at our option within a certain time period.

On January 11, 2024, HOF Village completed the sale to Sandlot of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC, to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business (including the ground lease) prior to closing.

Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of Common Stock held by non-affiliates did not equal or exceed $250 million as of the prior June 30, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our shares of Common Stock held by non-affiliates did not equal or exceed $700 million as of the prior June 30.

Recent Developments

Amendment No. 2 to the Equity Distribution Agreement

On April 8, 2024, the Company and Wedbush Securities Inc. (“Wedbush”) and Maxim Group LLC (“Maxim” and, together with Wedbush, the “Agents”) entered into an Amendment No. 2 to the Equity Distribution Agreement, dated as of September 30, 2021, as amended by Amendment No. 1 dated October 6, 2023, among the Company and Wedbush and Maxim (the “Equity Distribution Agreement Amendment”) pursuant to which the Company may offer and sell shares of Common Stock from time to time through Wedbush and Maxim in an “at the market offering” (the “ATM Facility”). The Equity Distribution Agreement Amendment was effective immediately and increased the compensation to which the Agents are entitled from up to 2.0% to up to 4.0% of the aggregate gross offering proceeds of the shares of Common Stock sold pursuant to the equity distribution agreement. As part of the Equity Distribution Agreement Amendment, the Company also agreed to reimburse the Agents for certain specified expenses, including the reasonable fees and disbursements of its legal counsel not to exceed an agreed upon cap.

On September 14, 2024, the registration statement on Form S-3 expired and the Company is no longer eligible to sell shares under the ATM.

Amendment to Business Loan Agreement with Stark County Port Authority

On May 20, 2024, the Company entered into an Amendment to Business Loan Agreement (“Amendment”) with the Stark County Port Authority (“SPCA”), a body corporate and politic and a port authority duly organized and validly existing under the law of the State of Ohio.

Pursuant to the Amendment, which modifies the original instrument dated August 31, 2022, the parties agreed: (i) to modify the original maturity date from August 30, 2029 to June 30, 2044; (ii) SPCA will provide additional funds to Borrower totaling $520,383; (iii) the original principal balance will be increased from $5,000,000 to $5,520,383; and (iv) Borrower shall repay as follows (a) interest will be capitalized and compounded annually for two years, from May 20, 2024 through May 20, 2026, (b) quarterly interest only payments for five years, from June 30, 2026 through June 30, 2031, with subsequent interest payments due the last day of each March, June, September and December, (c) quarterly principal and interest payments until the maturity date when all other amounts due and owing to SPCA are due. In addition, in the event of a substantial change in ownership, defined as more than 50% of the outstanding ownership and control of the Borrower, SPCA may, at its option, declare an Event of Default and declare all sums owed to SPCA immediately due and payable.

The Amendment contains customary affirmative and negative covenants for this type of loan, including without limitation, affirmative covenants, negative covenants and default provisions. Borrower agreed to reimburse SPCA for all costs and expenses including, without limitation, legal fees and expenses of counsel.

Amendment to $5,000,000 Unsecured Loan from City of Canton, Ohio

On June 5, 2024, the Company, entered into a First Amendment to Business Loan Agreement (“First Amendment”) and a Promissory Note Modification Agreement (“Note Modification”) with the City of Canton, Ohio (“City of Canton”).

Pursuant to the First Amendment, which modifies the original instrument dated September 15, 2022, the parties agreed: (i) to modify the original maturity date from June 30, 2029 to July 1, 2046; and (ii) pursuant to the Note Modification, Borrower shall repay as follows (a) no interest shall accrue for two years, from May 28, 2024 through June 30, 2026, (b) commencing on July 1, 2026, the outstanding principal balance will bear interest at the reduced rate of five percent (5%) per annum, compounded quarterly, and (c) commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, April, July and October of each year thereafter, Borrower shall pay quarterly principal and interest payments until the maturity date when all other amounts due and owing to the City of Canton will be due.

Amendment to $3,500,000 Secured Loan from City of Canton, Ohio

On June 5, 2024, the Company, entered into a First Amendment to Loan Agreement (“Hotel First Amendment”) and a Promissory Note Modification Agreement (“Hotel Note Modification”) with the City of Canton with the consent of the senior lender.

Pursuant to the Hotel First Amendment, which modifies the original instrument dated December 30, 2019, the parties agreed: (i) to modify the original maturity date from July 1, 2027 to July 1, 2046; and (ii) pursuant to the Hotel Note Modification, HOFV Hotel II shall repay as follows (a) no interest shall accrue for two years, from May 28, 2024 through June 30, 2026, (b) commencing on July 1, 2026, the outstanding principal balance will bear interest at the increased rate of five percent (5%) per annum, and (c) commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, April, July and October of each year thereafter, HOFV Hotel II shall pay quarterly principal and interest payments until the maturity date when all other amounts due and owing to the City of Canton will be due.

$1,500,000 Unsecured Loan from Stark Community Foundation, Inc.

On June 11, 2024, the Company entered into a Business Loan Agreement (“SCF Loan”) and Promissory Note (“SCF Note”) with the Stark Community Foundation, Inc., an Ohio not-for-profit corporation (“SCF Lender”).

Pursuant to the SCF Loan, SCF Lender provided a term loan to the Company in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000). The maturity date of the SCF Loan is June 30, 2025. The interest rate is six percent (6%) per annum and upon an Event of Default, the interest rate shall equal the interest rate in effect pursuant to the provisions of the SCF Note, plus five percent (5%) per annum. With respect to repayment, the entire outstanding principal balance, all accrued interest and all other amounts that may be due and owing to SCF Lender shall be due upon maturity. In connection with entering the SCF Loan and SCF Note, the Company agreed to pay customary fees and expenses.

Constellation EME Express Equipment Services Program

On June 17, 2024, the Company entered into a Customer Contract for EME Express Services Equipment Program (“Customer Contract”) with Constellation NewEnergy, Inc. (“Constellation”).

Pursuant to the Customer Contract, HOFV Waterpark secured $9,900,000 in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy efficient measures to finance construction of the waterpark as part of Phase II development. In conjunction with the Customer Contract, Welty Building Construction, Ltd. (“Welty”) agreed to sell and deliver certain materials and equipment purchased by HOF Village Waterpark. In addition, Welty will act as HOFV Waterpark’s agent pursuant to an Agency Agreement (“Agency Agreement”) and will hold the funds in escrow and facilitate compliance with the EME requirements in exchange for a success fee of one percent (1%) of the total of EME program funds.

Pursuant to the Customer Contract, as security for repayment, HOFV Waterpark was required to secure a surety bond (“Guarantee Bond”). The Hanover Insurance Company, a corporation organized and existing under the laws of the State of New Hampshire, provided a Guarantee Bond for the benefit of Constellation as adequate assurance of future performance in the amount of $9,900,000 with the penal sum stepping down annually provided no default has occurred.

Amendment to $5,000,000 Unsecured Loan from Stark Community Foundation, Inc.

On June 25, 2024, the Company entered into a First Amendment to Business Loan Agreement (“Infrastructure First Amendment”) and an Amended and Restated Promissory Note (“A&R Infrastructure Note”) with Stark Community Foundation, Inc., an Ohio not-for-profit corporation (“Infrastructure Lender”), as lender.

Pursuant to the Infrastructure First Amendment, which modifies the original business loan agreement dated June 16, 2022, the parties agreed: (i) to extend the original maturity date from May 31, 2029 to June 30, 2044; (ii) the principal balance is increased from $5,000,000 to $5,451,666, reflecting the addition of accrued and unpaid interest; and (iii) pursuant to the A&R Infrastructure Note, the Company agreed to repay as follows: (a) commencing on June 25, 2024, and continuing for approximately two and one-half years, until December 31, 2026, the outstanding principal balance will bear interest at six percent (6%) per annum, which interest rate is unchanged from the original note, and the Company will not make interest or principal payments, and (b) commencing on December 31, 2026 and continuing annually on December 31 of each year thereafter, the Company will make annual principal and interest payments until the maturity date, June 30, 2044, when all other amounts due and owing to Infrastructure Lender are due.

Amendment to $3,000,000 Secured Loan from NewMarket Project, Inc.

On June 25, 2024, the Company entered into a Second Amendment to Business Loan Agreement (“Hotel Second Amendment”) and an Amended and Restated Promissory Note (“A&R Hotel Note”) with NewMarket Project, Inc. (“Hotel Lender”), as lender.

Pursuant to the Hotel Second Amendment, which modifies the original business loan agreement dated December 30, 2019, the parties agreed: (i) to extend the original maturity date from December 30, 2024 to June 30, 2044; (ii) the principal balance is increased from $3,000,000 to $3,180,654, reflecting the addition of accrued and unpaid interest; and (iii) pursuant to the A&R Hotel Note, HOFV Hotel II will repay as follows: (a) commencing on June 25, 2024, and continuing for approximately two and one-half years, until December 31, 2026, the outstanding principal balance will bear interest at six percent (6%) per annum, and HOFV Hotel II will not make interest or principal payments, and (b) commencing on December 31, 2026 and continuing annually on December 31 of each year thereafter, HOFV Hotel II will make annual principal and interest payments until the maturity date, June 30, 2044, when all other amounts due and owing to Hotel Lender are due.

State of Ohio Community Investment Grant

On June 28, 2024, we were awarded a $9.8 Million grant from the State of Ohio’s One Time Strategic Community Investments in support of the Hall of Fame Village. The funding was received in cash for the purpose of providing financial support in operating our Hall of Fame Village development. We received this funding on August 9, 2024.

Termination of Shula’s Management Agreement

HOFV and Shula’s Steak Houses, LLLP have mutually agreed to end their partnership at the Hall of Fame Village. HOF Village Newco, LLC, which has owned the business since its inception, will now both own and manage the site. A phased transition plan was entered into by both organizations. On August 18, 2024, we completely took over management of the restaurant, and opened it under a new brand, “Gridiron Gastropub”.

Termination of Waterpark Ground Lease

On October 26, 2024, we received from Oak Street a notice of lease termination due to an event of default under the Sale-Leaseback, dated as of November 7, 2022, between HOF Village Waterpark, LLC and Oak Street. Under the Sale-Leaseback, the termination requires that we immediately surrender the waterpark premises under such lease to the Landlord and any improvements thereto (including the construction of new buildings thereon) with all fixtures appurtenant thereto.

The default identified in the notice is a payment default under the Sale-Leaseback. Oak Street had agreed to forbear exercising remedies for the payment default until October 25, 2024. As of November 13, 2024, the Company had not remedied the payment default. The outstanding principal balance of unpaid base rent under the Sale-Leaseback (inclusive of default interest and late fees accrued up to the date of termination) was approximately $2,600,000.

In addition to unpaid rent, the Waterpark Ground Lease provides that Landlord is entitled to recover the following as damages: (i) the amount by which the unpaid rent for what would have been the remaining term of the Waterpark Ground Lease exceeds the then fair market rental value of the waterpark premises, both discounted to present value, plus (ii) any damages, including without limitation reasonable attorneys’ fees and court costs, which Landlord sustains as a result of the breach of the covenants of the Waterpark Ground Lease other than for the payment of rent, in each case plus interest.

The notice states that Landlord retains the absolute and unconditional right to pursue any and all remedies available under the Waterpark Ground Lease and related security agreements and applicable law, concurrently or consecutively, at Landlord’s sole discretion. The Company’s subsidiary HOF Village Newco, LLC (“Guarantor”) guaranteed Tenant’s obligations under the Waterpark Ground Lease pursuant to a limited recourse guaranty dated as of November 7, 2022. The security agreements and collateral that support Tenant and Guarantor’s obligations under the Waterpark Ground Lease consist of the following:

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Tom Benson Hall of Fame Stadium. Guarantor pledged and granted in favor of Landlord 100% of its membership interests in HOF Village Stadium, LLC (“HOFV Stadium”) and certain related security interests under a Pledge and Security Agreement dated as of November 7, 2022. HOFV Stadium granted Landlord a security interest in HOFV Stadium’s leasehold interest in the Tom Benson Hall of Fame Stadium and certain related security interests, pursuant to an Open-End Leasehold Mortgage, Assignment of Lease and Rents, Security Agreement and Fixture Filing dated as of December 27, 2022.

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20% Interest in ForeverLawn Sports Complex. Guarantor pledged and granted in favor of landlord its 20% interest in the ForeverLawn Sports complex that is held in a joint venture with Sandlot Facilities, LLC, and certain related security interests, pursuant to a Pledge and Security Agreement dated as of February 23, 2024.

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Real Estate Adjacent to Hall of Fame Village. Guarantor granted Landlord a security interest in ten undeveloped residential real estate parcels and four commercial real estate parcels owned by Guarantor located adjacent to Hall of Fame Village and certain related security interests, pursuant to an Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 29, 2024.

The event of default under the Waterpark Ground Lease results in an event of default under certain of the Company’s loan agreements. Such loan agreements under which the Company is in default total approximately $81 million gross principal outstanding as of December 31, 2024. Given the Company’s financial position, the Company is in default or risks becoming in default under certain other loan agreements.

ErieBank Release of Cash Pledge

On October 10, 2024, ErieBank released an additional $943,864 of the held back portion of the loan proceeds to HOFV CFE for general development.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On January 10, 2025, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2023, as required by Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”).

The Notice had no immediate impact on the listing of the Company’s common stock (the “Common Stock”) on Nasdaq.

On February 18, 2025, the Company submitted to the Staff a plan of compliance which describes the circumstances under which it became noncompliant with the Annual Meeting Requirement and the Company’s plan with which it will regain compliance. The Staff has determined to grant the Company an extension until June 30, 2025 to regain compliance with the Annual Meeting Requirement by holding an annual meeting of shareholders.

Proposal to Take the Company Private – IRG Canton Village Member, LLC

On September 27, 2024, our Board of Directors received a preliminary, nonbinding proposal (“Proposed Transaction”) from IRG Canton Village Member (“Buyer”) related to a proposed acquisition by a to-be-formed affiliate of Buyer of all of the outstanding Common Stock not owned by Buyer, its affiliated entities and any potential co-investors in Buyer or its affiliates. In response to the Proposed Transaction, the Company’s Board of Directors formed a special committee made up of independent, disinterested directors (the “Special Committee”) to evaluate the proposal. There is no guarantee that any proposal made by IRG regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all. The Company and the Special Committee do not intend to comment on or disclose further developments regarding the Special Committee’s consideration of the Proposed Transaction unless and until it deems further disclosure is appropriate or required.

Second Amendment to Note and Security Agreement

On January 24, 2025, the Company and its subsidiaries HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), and HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II,” and collectively with the Company, Newco, Retail I “Borrowers”) entered into a Second Amendment to Note and Security Agreement (“Second Amendment”), with CH Capital Lending, LLC, a Delaware limited liability company (“Lender” or “CHCL”). CHCL is an affiliate of Stuart Lichter, a director of the Company.

Pursuant to the Second Amendment, which modifies the previously disclosed Note and Security Agreement, dated November 14, 2024, as amended by the First Amendment, dated January 10, 2025, the parties agreed to: (i) modify the definition of “Facility Amount” in Section 1 of the original note to increase such amount from $2,000,000 to $4,150,000, which allows Borrowers to request up to an additional $2,150,000 loan for general corporate purposes, subject to certain restrictions; and (ii) amend the definition of “Maturity Date” to mean the earliest to occur of (a) closing of the proposal to take the Company private; (b) the termination date, as defined in any definitive agreement and plan of merger entered in connection with a take private transaction, if applicable; or (c) the occurrence of certain events of default under the original instrument. As part of the agreement, Borrowers agree to establish a springing deposit account control agreement (the “DACA”) for a control account to hold cash collateral. Borrowers may use funds in the control account for ordinary business purposes, subject to the terms of the DACA.

Borrowers agreed to grant additional security to Lender to include the equity interests of any Borrower in HOF Village Retail I, LLC and HOF Village Retail II, LLC; all net income earned by Borrowers from the operation of the Gridiron Gastropub restaurant; and all rights of any Borrower, including any revenue received by any Borrower, under certain sponsorship agreements.

Third Amendment to Note and Security Agreement

On February 21, 2025, the Company entered into a Third Amendment to Note and Security Agreement (“Third Amendment”), with CHCL.

The Third Amendment modifies the definition of “Facility Amount” in Section 1 of the original note and security agreement (as amended prior to the Third Amendment) to increase the facility amount from $4,150,000 to $5,150,000 allowing the Borrowers to request an additional $1,000,000 for general corporate purposes, subject to certain restrictions.

Fourth Amendment to Note and Security Agreement

On March 18, 2025, the Company entered into a Fourth Amendment to Note and Security Agreement (“Fourth Amendment”), with CHCL.

The Fourth Amendment modifies the definition of “Facility Amount” in Section 1 of the original note and security agreement to increase the facility amount from $5,150,000 to $6,500,000 allowing the Borrowers to request an additional $1,350,000 for general corporate purposes, subject to certain restrictions.

Resignation of President, Chief Executive Officer and Chairman

On March 12, 2025, Michael Crawford informed the Board of Directors of the Company that he intends to resign as President, Chief Executive Officer, and Chairman of the Board of Directors. The resignation is not due to any disagreement with the Company on any matter related to its operations, policies, or practices. Mr. Crawford is resigning to pursue another career opportunity. The Board has begun the process of recruiting and evaluating candidates to succeed Mr. Crawford.

Mr. Crawford and the Company and its subsidiary HOF Village Newco, LLC (collectively, the “Parties”) have entered into a Retention and Consulting Agreement, dated March 18, 2025 (the “Retention and Consulting Agreement”), which provides that Mr. Crawford shall be paid an aggregate retention bonus of $300,000, including $73,000 for the agreed-upon value of unused accrued vacation, payable in increments of $100,000 on each of March 31, 2025, April 30, 2025, and May 31, 2025, provided that Mr. Crawford continues to serve as President, Chief Executive Officer, and Chairman of the Board through May 18, 2025 (the “Employment Termination Date”). Until the Employment Termination Date, Mr. Crawford would also continue to receive his base salary and other benefits due under the Amended and Restated Employment Agreement among the Parties dated November 22, 2022, as amended by Amendment to Amended and Restated Employment Agreement, effective May 1, 2023 (as amended, the “Employment Agreement”). Mr. Crawford agrees his termination of employment on the Employment Termination Date will constitute neither termination by the Company without cause nor termination by Mr. Crawford for good reason under the Employment Agreement. No sooner than the Employment Termination Date, and no later than 14 days after the Employment Termination Date, Mr. Crawford shall deliver to the Company an effective and irrevocable general release of claims.

Available Information

Our Internet address is https://www.hofreco.com. Our website and the information contained therein or linked thereto are not part of this Annual Report. We make available free of charge through our website the following materials: our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish them to the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at www.sec.gov.

Item 1A. Risk Factors.

Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should carefully consider the risks described below, in addition to other information contained in this Annual Report on Form 10-K, including our financial statements and related notes. If any of these risks and uncertainties actually occur, our business, financial condition and results of operations may be materially adversely affected. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report on Form 10-K are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business, financial condition and results of operations.

Summary of Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business and financial performance. These risks are discussed more fully below and include, but are not limited to the summary of risk factors set forth above under the heading “Note Regarding Forward-Looking Statements”.

The above summary of risk factors is subject in its entirety to the discussion of risk factors set forth below.

Risks Related to Our Business

We are an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses while we continue construction of Hall of Fame Village.

HOF Village was formed as a limited liability company on December 16, 2015 by certain affiliates of Industrial Realty Group and a subsidiary of PFHOF, to own and operate the Hall of Fame Village in Canton, Ohio, as a premiere destination resort and entertainment company leveraging the expansive popularity of professional football and the PFHOF. As a result of the Business Combination, HOF Village became our wholly owned subsidiary. As of the date hereof, we anticipate that the Hall of Fame Village will have the following major components:

Phase I:

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Tom Benson Hall of Fame Stadium

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ForeverLawn Sports Complex

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Hall of Fame Village Media

Phase II:

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Two hotels (Hilton Tapestry, to-be-constructed on campus, and Hilton DoubleTree in downtown Canton about five minutes from campus)

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Constellation Center for Excellence (office building, retail and meeting space)

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Center for Performance (field house and convention center)

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Fan Engagement Zone (Retail promenade)

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Play Action Plaza (green space for recreation, events and informal gatherings)

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Fantasy sports, sports betting and eSports

Phase III (Potential):

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Residential space

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Additional attractions

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Additional entertainment, dining, merchandise and more

The components in Phase I are complete. As a part of Phase II, we have completed the development of our Hilton DoubleTree Hotel, the Constellation Center for Excellence (a state of the art building used for both commercial offices and retail in the West End Zone of the Tom Benson Hall of Fame Stadium), the Center for Performance (one of the largest indoor sports domes in the United States), the Fan Engagement Zone (our retail promenade offering a variety of food and beverage and entertainment options for our guests), and Play Action Plaza (our football themed area for recreation and events which includes three amusement rides). We own the land and received zoning approval for our on-campus Hilton Tapestry hotel. Phase III is still in the planning stage and has not commenced operations or generated any revenue. The components of the Hall of Fame Village have limited operating history and business track record.

Because we are in the early stages of executing our business strategy, we cannot provide assurance that, or when, we will be profitable. We will need to make significant investments to develop and operate the Hall of Fame Village and expect to incur significant expenses in connection with operating components of the Hall of Fame Village, including costs for entertainment, talent fees, marketing, salaries and maintenance of properties and equipment. In addition, our business strategy is broad and may be subject to significant modifications in the future. Our current strategy may not be successful, and if not successful, we may be unable to modify it in a timely and successful manner. A company with this extent of operations still in the planning stage is highly speculative and subject to an unusually high degree of risk.

We expect to incur significant capital, operational and marketing expenses in connection with our planned Phase II and III expansion. Any failure to achieve or sustain profitability may have a material adverse impact on the value of the shares of our Common Stock.

We have significant debt outstanding. At December 31, 2024, we had total consolidated debt outstanding of approximately $251.2 million.

If we do not have sufficient funds to repay our debt at maturity, our indebtedness could subject us to many risks that, if realized, would adversely affect us, including the following:

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the debt, and a failure to pay would likely result in acceleration of such debt and could result in cross accelerations or cross defaults on other debt;

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our debt may increase our vulnerability to adverse economic and industry conditions;

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to the extent that we generate and use any cash flow from operations to make payments on our debt, it will reduce our funds available for operations, development, capital expenditures and future investment opportunities or other purposes;

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debt covenants limit our ability to borrow additional amounts, including for working capital, capital expenditures, debt service requirements, executing our development plan and other purposes;

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restrictive debt covenants may limit our flexibility in operating our business, including limitations on our ability to make certain investments; incur additional indebtedness; create certain liens; incur obligations that restrict the ability of our subsidiaries to make payments to us; consolidate, merge or transfer all or substantially all of our assets; or enter into transactions with affiliates;

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to the extent that our indebtedness bears interest at a variable rate, we are exposed to the risk of increased interest rates;

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debt covenants may limit our subsidiaries’ ability to make distributions to us;

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the collateral securing the debt, if any, could be foreclosed upon, including the foreclosure of real property interests under a mortgage and/or equity interest or personal property pledged; and

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if any debt is refinanced, the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.

If we do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance the debt through additional debt or equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in a higher interest rate on such refinancing, increases in interest expense could adversely affect our cash flows and results of operations. If we are unable to refinance our debt on acceptable terms or at all, we may be forced to dispose of uncollateralized assets on disadvantageous terms, postpone investments in the development of our properties or the Hall of Fame Village or default on our debt. In addition, to the extent we cannot meet any future debt service obligations, we will risk losing some or all of our assets that are pledged to secure such obligations.

We have sustained recurring losses through December 31, 2024, and our accumulated deficit was $273.6 million as of such date. Since inception, our operations have been funded principally through the issuance of debt and equity. As of December 31, 2024, we had approximately $0.4 million of unrestricted cash and $4.0 million of restricted cash. Through December 31, 2025, we have $109.5 million in debt principal payments coming due. During the year ended December 31, 2024, the Company used cash for operating activities of $10.9 million. At March 21, 2025, the Company’s cash position is deficient and certain payments for our operations are not being made in the ordinary course of business.

While our strategy assumes that we will receive sufficient capital to have sufficient working capital, we currently do not have available cash and cash flows from operations to provide us with adequate liquidity for the near-term or foreseeable future. Our current projected liabilities exceed our current cash projections and we have very limited cash flow from current operations. We therefore will require additional capital and/or cash flow from future operations to fund the Company, our debt service obligations and our ongoing business. Certain of our liquidity requirements have been, and may continue to be, funded in part by loans from CHCL, an affiliate of the Company’s director Stuart Lichter, and certain other affiliates of Mr. Lichter, which are described in this Form 10-K under “Item 13. Certain Relationships and Related Transactions – Related Person Transactions with IRG.” Such affiliates of Mr. Lichter are under no commitment to continue to fund the Company. There is no assurance that we will be able to raise sufficient additional capital or generate sufficient future cash flow from our future operations to fund the Hall of Fame Village, our debt service obligations or our ongoing business. If the amount of capital we are able to raise, together with any income from future operations, is not sufficient to satisfy our liquidity and capital needs, including funding our current debt obligations, we may be required to abandon or alter our plans for the Company. The Company may have to raise additional capital through the equity market, which could result in substantial dilution to existing stockholders. If management is unable to execute its planned debt and equity financing initiatives, these conditions raise substantial doubt about our ability to continue to sustain operations for at least one year from the issuance of our condensed consolidated financial statements for the year ended December 31, 2024 included in this annual report on Form 10-K. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Our ability to obtain necessary financing may be impaired by factors such as the health of and access to capital markets, our history of losses, our significant debt and our deficient cash position, or the substantial doubt about our ability to continue as a going concern. Any additional capital raised through the sale of additional shares of our capital stock, convertible debt or other equity may dilute the ownership percentage of our stockholders. The perception that we may not be able to continue as a going concern has caused, and may continue to cause, others to choose to impose more restrictive payment terms or not deal with us altogether due to concerns about our ability to meet our contractual obligations.

The termination of the waterpark ground lease and surrender of the waterpark premises and improvements to the landlord, which occurred October 26, 2024, and the exercise of certain remedies by waterpark landlord would be expected to have a material adverse effect on the liquidity, financial condition, and results of operations of the Company.

On October 26, 2024, HOF Village Waterpark, LLC (“Tenant”), a subsidiary of the Company, received from HFAKOH001 LLC (“Landlord”) a notice of termination due to event of default (the “Notice”) under the waterpark ground lease agreement, dated as of November 7, 2022, between Tenant and Landlord, as amended on February 23, 2024, February 29, 2024 and May 10, 2024 (as so amended, the “Waterpark Ground Lease”). Under the Waterpark Ground Lease, the Landlord’s termination requires that Tenant immediately surrender the waterpark premises under such lease to the Landlord and any improvements thereto (including the construction of new buildings thereon) with all fixtures appurtenant thereto.

The default identified in the Notice is a payment default under the Waterpark Ground Lease. The Landlord had agreed to forbear exercising remedies for the payment default until October 25, 2024. As of November 13, 2024, Tenant had not remedied the payment default. The outstanding principal balance of unpaid base rent under the Waterpark Ground Lease (inclusive of default interest and late fees accrued up to the date of termination) is approximately $2,600,000.

The Notice states that Landlord retains the absolute and unconditional right to pursue any and all remedies available under the Waterpark Ground Lease and related security agreements and applicable law, concurrently or consecutively, at Landlord’s sole discretion. The Company’s subsidiary HOF Village Newco, LLC (“Guarantor”) guaranteed Tenant’s obligations under the Waterpark Ground Lease pursuant to a limited recourse guaranty dated as of November 7, 2022. The security agreements and collateral that support Tenant and Guarantor’s obligations under the Waterpark Ground Lease consist of the following:

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The exercise of certain remedies by Landlord would be expected to have a material adverse effect on the liquidity, financial condition, and results of operations of the Company.

The event of default under the Waterpark Ground Lease results in an event of default under certain of the Company’s loan agreements. Given the Company’s financial position, the Company is in default or risks becoming in default under certain other loan agreements.

There is no assurance that the non-binding proposal from IRG Canton Village Member, LLC (“IRG”), an affiliate of the Company’s director Stuart Lichter, to take the Company private will result in a definitive transaction, and the absence of us entering into a definitive transaction agreement, changes to the proposal, or the commencement of related litigation may have an adverse impact on the market price of our common stock.

We received a non-binding proposal on September 27, 2024, from IRG, an affiliate of the Company’s director Stuart Lichter, outlining IRG’s preliminary non-binding proposal (“Proposal”) to acquire, through a to-be-formed affiliated entity (“Buyer”), all of the outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company that are not held by Buyer, its affiliated entities and any potential co-investors in Buyer or its affiliates (the “Proposed Transaction”).

In response to the proposal, the Company’s Board of Directors formed a special committee made up of independent, disinterested directors (the “Special Committee”) to evaluate the proposal. The Special Committee has retained a financial advisor and legal counsel to assist in its ongoing review and evaluation of the proposal. There is no guarantee that any proposal made by IRG regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all. The absence of a definite offer to acquire the shares of Common stock owned by persons other than Buyer, its affiliated entities and any potential co-investors in Buyer or its affiliates, or changes to the terms of the Proposed Transaction, as well as the commencement of litigation regarding any proposed transaction, would likely have an adverse effect on the market price of shares of our common stock.

Our cash flow from operations and financing arrangements have been insufficient to allow us to pay all vendors on a timely basis.

In view of the Company’s financial position, we have been slow to pay vendors. While these parties have continued to provide us with requisite services and supplies, there can be no assurance that they will continue to do so in the future.

Our operations are impacted by our ability to attract and retain management and other key employees, and the unexpected loss of one or more such employees could harm our business.

We aim to recruit the most qualified candidates, and strive for a diverse and well-balanced workforce. We reward and support employees through competitive pay, benefits, and perquisite programs that allow employees to thrive. If we are unable to attract and retain management and other key personnel at our Company, the underlying business could suffer.

Effective December 22, 2023, Benjamin Lee resigned from the office of Chief Financial Officer. The Company has not hired a Chief Financial Officer to replace Mr. Lee. Since Mr. Lee’s departure, Micheal Crawford, our President and Chief Executive Officer, has also served as our principal financial officer, and John Van Buiten, our Vice President of Accounting / Corporate Controller, has served as our principal accounting officer.

Effective as of August 31, 2024, Tara Charnes resigned from the office of General Counsel and Corporate Secretary of the Company. The Company has not hired a General Counsel to replace Ms. Charnes. Since Ms. Charnes’ departure, Tim Kelly, our Senior Vice President, Legal and Assistant General Counsel, has served as our principal legal officer.

On March 12, 2025, Michael Crawford informed the Board of Directors of the Company that he intends to resign as President, Chief Executive Officer, and Chairman of the Board of Directors. Mr. Crawford is resigning to pursue another career opportunity. The Board has begun the process of recruiting and evaluating candidates to succeed Mr. Crawford.

The success of our gaming vertical depends on our ability to consistently provide, maintain and expand attractions and events as well as create and distribute media programming, visual experiences and consumer products that meet changing consumer preferences. Consumers who are fans of professional football likely constitute a substantial portion of the attendance to the Hall of Fame Village. Our success depends in part on the continued popularity of professional football and on our ability to successfully predict and adapt to tastes and preferences of this consumer group.

Our success depends to a significant extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income. The current economic environment, coupled with high volatility and uncertainty as to the future global economic landscape, has had an adverse effect on consumers’ discretionary income and consumer confidence. Future volatile, negative or uncertain economic conditions and recessionary periods or periods of significant inflation may adversely impact attendance and guest spending levels at Hall of Fame Village, which would materially adversely affect our business, financial condition and results of operations.

Hall of Fame Village is located in Canton, Ohio. The concentration of our operations in this market exposes us to greater risks than if our operations were more geographically diverse. As a result, negative developments in the local economic conditions in the Midwest region, particularly those impacting travel, hotel or other real estate operations, could reduce guest attendance, negatively impact consumer spending, increase tenant defaults and otherwise have a material adverse effect on our profitability.

Other factors that can affect consumer spending and confidence include severe weather, hurricanes, flooding, earthquakes and other natural disasters, elevated terrorism alerts, terrorist attacks, military actions, air travel concerns, outbreaks of disease, and geopolitical events, as well as various industry and other business conditions, including an ever increasing number of sporting and entertainment options that compete for discretionary spending. Such factors or incidents, even if not directly impacting us, can disrupt or otherwise adversely impact the spending sentiment and interest of our present or potential customers and sponsors.

Additionally, the success of our business depends on our ability to consistently provide, maintain and expand attractions and events as well as create and distribute media programming, virtual experiences and consumer products that meet changing consumer preferences. Consumers who are fans of professional football will likely constitute a substantial portion of the attendance to Hall of Fame Village, and our success depends in part on the continued popularity of professional football and on our ability to successfully predict and adapt to tastes and preferences of this consumer group. If our sports and entertainment offerings and products do not achieve sufficient consumer acceptance or if consumer preferences change or consumers are drawn to other spectator sports and entertainment options, our business, financial condition or results of operations could be materially adversely affected. In the past, we have hosted major professional football events, as well as other musical and live entertainment events, and we can provide no assurance that we will be able to continue to host such events.

Our reputation is an important factor in the success of our business. Our ability to attract and retain consumers depends, in part, upon the external perceptions of our Company and the organizations and brands we are associated with, including, but not limited to the PFHOF, the NFL, and Sandlot, as well as the quality of Hall of Fame Village and its services and our corporate and management integrity. If market recognition or the perception of the Company or any of our branded partners diminishes, there may be a material adverse effect on our revenues, profits and cash flow. In addition, the operations of Hall of Fame Village, involve the risk of accidents, illnesses, environmental incidents and other incidents which may negatively affect the perception of guest and employee safety, health, security and guest satisfaction and which could negatively impact our reputation, reduce attendance at our facilities and negatively impact our business and results of operations.

We may not be able to fund capital expenditures and investment in future attractions and projects.

A principal competitive factor for Hall of Fame Village is the originality and perceived quality of its events, attractions and offerings. Even after completion of the various components of the Hall of Fame Village, we will need to make continued capital investments through maintenance and the regular addition of new events, attractions and offerings. Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and to raise capital. We cannot assure our stockholders’ that our operations will be able to generate sufficient cash flow to fund such costs, or that we will be able to obtain sufficient financing on adequate terms, or at all, which could cause us to delay or abandon certain projects or plans.

The high fixed cost structure of the Company’s operations may result in significantly lower margins if revenues decline.

We expect a large portion of our operating expenses to be relatively fixed because the costs for full-time employees, maintenance, utilities, advertising and insurance will not vary significantly with attendance. These fixed costs may increase at a greater rate than our revenues and may not be able to be reduced at the same rate as declining revenues. If cost-cutting efforts are insufficient to offset declines in revenues or are impracticable, we could experience a material decline in margins, revenues, profitability and reduced or negative cash flows. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

We anticipate that we will collect and retain large volumes of internal and guest data, including credit card numbers and other personally identifiable information, for business purposes, including for transactional or target marketing and promotional purposes, and our various information technology systems enter, process, summarize and report such data. We maintain personally identifiable information about our employees. The integrity and protection of our guest, employee and company data will be critical to our business and our guests and employees are likely to have a high expectation that we will adequately protect their personal information. The regulatory environment, as well as the requirements imposed on us by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our theme parks, products and services to our guests.

We also expect to rely on accounting, financial and operational management information technology systems to conduct our operations. If these information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations could be materially adversely affected.

We may face various security threats, including cyber security attacks on our data (including our vendors’ and guests’ data) and/or information technology infrastructure. Although we will utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent penetrations or disruptions to our systems. Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of guest, employee or company data which could harm our reputation or result in remedial and other costs, fines or lawsuits and require significant management attention and resources to be spent. In addition, our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events. To date, cyber security attacks directed at us have not had a material impact on our financial results. Due to the evolving nature of security threats, however, the impact of any future incident cannot be predicted.

Investors are subject to litigation risk and their respective investments in the shares of our Common Stock may be lost as a result of our legal liabilities or the legal liabilities of our affiliates.

We or our affiliates may from time to time be subject to claims by third parties and may be plaintiffs or defendants in civil proceedings. There can be no assurance that claims will not be brought in the future if we cannot generate the revenue that we forecast or raise sufficient capital to pay contractors in connection with constructing other components of the project. The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, would generally be borne by the Company and could result in the reduction or complete loss of all of the assets of the Company, and investors in our Common Stock could lose all or a part of their investment.

Our business may be adversely affected by defaults or bankruptcy of our tenants and partners.

Our business may be adversely affected if any future tenants at the Constellation Center for Excellence or the Fan Engagement Zone (retail promenade) default on their obligations to us. A default by a tenant may result in the inability of such tenant to re-lease space from us on economically favorable terms, or at all. In the event of a default by a tenant, we may experience delays in payments and incur substantial costs in recovering our losses. In addition, our tenants may file for bankruptcy or be involved in insolvency proceedings, and we may be required to expense costs associated with leases of bankrupt tenants and may not be able to replace future rents for tenant space rejected in bankruptcy proceedings, which could adversely affect our properties. Any bankruptcies of our tenants could make it difficult for us to enforce our rights as lessor and protect our investment.

Fluctuations in real estate values may require us to write down the carrying value of our real estate assets or investments.

Real estate valuations are subject to significant variability and fluctuation. The valuation of our real estate assets or real estate investments is inherently subjective and based on the individual characteristics of each asset. Factors such as competitive market supply and demand for inventory, changes in laws and regulations, political and economic conditions and interest and inflation rate fluctuations subject our valuations to uncertainty. Our valuations are or will be made on the basis of assumptions that may not prove to reflect economic or demographic reality. If the real estate market deteriorates, we may reevaluate the assumptions used in our analyses. As a result, adverse market conditions may require us to write down the book value of certain real estate assets or real estate investments and some of those write-downs could be material. Any material write-downs of assets could have a material adverse effect on our financial condition and results of operations.

Our property taxes could increase due to rate increases or reassessments or the imposition of new taxes or assessments or loss of tax credits, which may adversely impact our financial condition and results of operations.

We are required to pay state and local real property taxes and assessments on our properties. The real property taxes and assessments on our properties may increase as property or special tax rates increase or if our properties are assessed or reassessed at a higher value by taxing authorities. In addition, if we are obligated to pay new taxes or if there are increases in the property taxes and assessments that we currently pay, our financial condition and results of operations could be adversely affected. We are relying on various forms of public financing and public debt to finance the development and operations of the Company.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer and our insurance costs may increase.

Although we maintain various safety and loss prevention programs and carry property and casualty insurance to cover certain risks, our coverage may not be adequate to cover liabilities, we may not be able to obtain coverage at commercially reasonable rates, and we may not be able to obtain adequate coverage should a catastrophic incident occur at our parks or at other parks. In addition, if we or other theme park operators sustain significant losses or make significant insurance claims, then our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected.

Our operations and our ownership of property subject us to environmental requirements, and to environmental expenditures and liabilities.

We incur costs to comply with environmental requirements, such as those relating to water use, wastewater and storm water management and disposal, air emissions control, hazardous materials management, solid and hazardous waste disposal, and the clean-up of properties affected by regulated materials. While we have received the required environmental approvals for Phases I and II of our development, environmental requirements must be fully assessed for future phases of development.

We may be required to investigate and clean-up hazardous or toxic substances or chemical releases, and other releases, from current or formerly owned or operated facilities. In addition, in the ordinary course of our business, we generate, use and dispose of large volumes of water, which requires us to comply with a number of federal, state and local regulations and to incur significant expenses. Failure to comply with such regulations could subject us to fines and penalties and/or require us to incur additional expenses.

We cannot assure our stockholders’ that we will not incur substantial costs to comply with new or expanded environmental requirements in the future or to investigate or clean-up new or newly identified environmental conditions, which could also impair our ability to use or transfer the affected properties and to obtain financing.

Our sports betting and eSports operations are generally subject to laws and regulations relating to sports betting, fantasy sports and eSports in the jurisdictions in which we are planning to conduct such operations or in some circumstances, in those jurisdictions in which we offer our services or they are available, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. Additionally, some jurisdictions in which we may operate could presently be unregulated or partially regulated and therefore more susceptible to the enactment or change of laws and regulations.

In May 2018, the U.S. Supreme Court struck down as unconstitutional the Professional and Amateur Sports Protection Act of 1992 (“PASPA”). This decision has the effect of lifting federal restrictions on sports betting and thus allows states to determine by themselves the legality of sports betting. Since the repeal of PASPA, several states (including Washington D.C.) have legalized online sports betting. To the extent new real money gaming or sports betting jurisdictions are established or expanded, we cannot guarantee that we will be successful in penetrating such new jurisdictions. If we are unable to effectively develop and operate directly or indirectly within existing or new jurisdictions or if our competitors are able to successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material adverse effect on our sports betting, fantasy sports and eSports operations. Our failure to obtain or maintain the necessary regulatory approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on our business. To operate in any jurisdiction, we may need to be licensed and obtain approvals of our product offerings. This is a time-consuming process that can be extremely costly. Any delays in obtaining or difficulty in maintaining regulatory approvals needed for expansion within existing jurisdictions or into new jurisdictions can negatively affect our opportunities for growth, including the growth of our customer base, or delay our ability to recognize revenue from our offerings in any such jurisdictions.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our planned sports betting and eSports operations. Governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable licenses or approvals. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in the sports betting industry. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.

Negative events or negative media coverage relating to, or a declining popularity of sports betting, the underlying sports or athletes, or online sports betting in particular, or other negative coverage may adversely impact our ability to retain or attract users, which could have an adverse impact on our proposed sports betting and eSports operations.

Public opinion can significantly influence our business. Unfavorable publicity regarding us, for example, our product changes, product quality, litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships or the underlying sports (including declining popularity of the sports or athletes) could seriously harm our reputation. In addition, a negative shift in the perception of sports betting by the public or by politicians, lobbyists or others could affect future legislation of sports betting, which could cause jurisdictions to abandon proposals to legalize sports betting, thereby limiting the number of jurisdictions in which we can operate such operations. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also lead to new restrictions on or to the prohibition of sports betting in jurisdictions in which such operations are currently legal. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customer base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

The requirements of being a public company may strain our resources and distract management.

We expect to incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. These applicable rules and regulations are expected to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly than those for privately owned companies that are not registrants with the SEC. Compliance with these rules and regulations may divert management’s attention from other business concerns.

The continued listing standards of the Nasdaq Stock Market, or Nasdaq, require, among other things, that (i) the minimum bid price of a listed company’s stock be at or above $1.00, and (ii) a listed company hold an annual meeting of shareholders no later than one year after the end of its fiscal year. If the closing minimum bid price is below $1.00 for a period of more than 30 consecutive trading days or the Company does not hold an annual meeting of shareholders by December 31, 2024, the Company will fail to be in compliance with Nasdaq’s listing rules and, if it does not regain compliance within the grace period, will be subject to delisting.

If the common stock ceases to be listed for trading on Nasdaq, the Company would expect the common stock would be traded on one of the three tiered marketplaces of the OTC Market Groups. If this were to occur, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities; (ii) reduced liquidity for our securities; (iii) a determination that our Common Stock are “penny stock,” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; (iv) a limited amount of news and analyst coverage; (v) a decreased ability to issue additional securities or obtain additional financing in the future; and (vi) being subject to regulation in each state in which we offer our securities.

Risk Related to Our Securities

If we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act, or if we fail to maintain adequate internal control over financial reporting, our business, financial condition, and results of operations, and investors’ confidence in us, could be materially and adversely affected.

As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual reports, quarterly reports, and current reports. Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety could subject us to penalties under federal securities laws and regulations of the Nasdaq, expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at all.

In addition, pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to develop, evaluate and provide a management report of our systems of internal control over financial reporting. During the course of the evaluation of our internal control over financial reporting, we have identified and could identify areas requiring improvement and could be required to design enhanced processes and controls to address issues identified through this review. This could result in significant delays and costs to us and require us to divert substantial resources, including management time, from other activities.

If we fail to comply with the requirements of Section 404 on a timely basis this could result in the loss of investor confidence in the reliability of our financial statements, which in turn could, negatively impact the trading price of our stock, and adversely affect investors’ confidence in the Company and our ability to access capital markets for financing.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls over financial reporting and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, management concluded that our internal controls over financial reporting were not effective as of December 31, 2024, due to the existence of material weaknesses as follows:

We identified, a material weakness in internal control over financial reporting related to the precise and timely review and analysis of information used to prepare our financial statements and disclosures in accordance with U.S. GAAP. Additionally, we did not maintain effective control activities surrounding non-routine transactions.

These material weaknesses could impact our financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have taken steps to remediate these material weaknesses in internal control over financial reporting; however, we are not yet able to determine whether the steps we are taking will fully remediate the material weaknesses.

Because of the material weaknesses in our internal control over financial reporting as previously disclosed, our principal executive officer and interim principal accounting officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level. Our management, including our principal executive officer and interim principal accounting officer, have concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the condensed consolidated financial statements in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition, we have and will continue to incur additional costs to remediate our material weakness in our internal control over financial reporting.

We do not expect to pay cash dividends on our Common Stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant.

We may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject. Accordingly, a stockholder could suffer a reduction in the value of their shares of Common Stock.

Our Series A Warrants and Series B Warrants are accounted for as liabilities and the changes in value of such warrants could have a material effect on our financial results.

On April 12, 2021, the SEC staff issued the SEC Statement regarding the accounting and reporting considerations for warrants issued by Special Purpose Acquisition Companies (“SPACs”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those governing our Series A Warrants and Series B Warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of such warrants, and determined to classify such warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheets as of December 31, 2024 and 2023 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our Series A Warrants and Series B Warrants. ASC Subtopic 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Series A Warrants and Series B Warrants each reporting period and that the amount of such gains or losses could be material.

On March 1, 2022, the Series C Warrants were amended to, among other things, remove certain provisions that previously caused the Series C Warrants to be accounted for as a liability.

The trading price of our securities has been, and likely will continue to be, volatile and our stockholders could lose all or part of their investment.

The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control, including but not limited to our general business condition, the release of our financial reports and general economic conditions and forecasts. Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. Any of these factors could have a material adverse effect on our stockholders’ investment in our securities, and our securities may trade at prices significantly below the price they paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Anti-takeover provisions contained in our Certificate of Incorporation and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions include:

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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

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the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our board of directors;

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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and

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the requirement that a meeting of stockholders may only be called by members of our board of directors or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

Our Certificate of Incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in HOFRE’s name, actions against directors, officers, stockholders and employees for breach of fiduciary duty, actions under the Delaware General Corporation Law or under our Certificate of Incorporation, or actions asserting a claim governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act. Accordingly, such exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived its compliance with these laws, rules and regulations.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Certificate of Incorporation. This choice of forum provision does not exclude stockholders from suing in federal court for claims under the federal securities laws but may limit a stockholder’s ability to bring such claims in a judicial forum that it finds favorable for disputes with HOFRE or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business. If only a limited number of securities or industry analysts commence coverage of our Company, the trading price for our securities would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our securities could decrease, which might cause our stock price and trading volume to decline.

Our executive officers and directors, together with entities affiliated with such individuals, beneficially own a large amount of our outstanding Common Stock. Accordingly, these stockholders are able to exert significant control over matters subject to stockholder approval. This concentration of ownership could delay or prevent a change in control of the Company.

We are a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of Class A common stock held by non-affiliates did not equal or exceed $250 million as of the prior June 30, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates did not equal or exceed $700 million as of the prior June 30.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Risk management and strategy

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our Director of IT to manage the risk assessment and mitigation process.

As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with IT and management. Personnel at all levels and departments are made aware of our cybersecurity policies through trainings.

We engage consultants, or other third parties in connection with our risk assessment processes. These service providers assist us to design and implement our cybersecurity policies and procedures, as well as to monitor and test our safeguards. We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K.

Governance

One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors and audit committee are responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors has delegated administration of its cybersecurity risk oversight function to the audit committee.

Our Chief Executive Officer, Assistant General Counsel and Chief Accounting Officer are primarily responsible to assess and manage our material risks from cybersecurity threats with assistance from third-party service providers and outside counsel, as needed.

Our Chief Executive Officer, Assistant General Counsel and Chief Accounting Officer oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above. The cybersecurity risk management program includes tools and activities to prevent, detect, and analyze current and emerging cybersecurity threats, and plans and strategies to address threats and incidents.

Our Chief Executive Officer, Assistant General Counsel, and Chief Accounting Officer provide periodic briefings to the audit committee regarding our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like. Our audit committee provides regular updates to the board of directors on such reports.

Item 2. Properties.

The Company owns real property in Canton, Ohio, at the site of the Hall of Fame Village development and the DoubleTree by Hilton Hotel. Certain parcels of real property on which the Hall of Fame Village is located, including the parcel on which the Tom Benson Hall of Fame Stadium is located, are owned by the Canton City School District (Board of Education) and are subject to long-term ground leases and agreements with the Company for the use and development of such property. All such properties are subject to mortgages securing obligations of the Company and its subsidiaries under various lending and lease arrangements.

Item 3. Legal Proceedings.

Information with respect to certain legal proceedings is set forth in Note 8, “Contingencies,” to the Company’s Consolidated Financial Statements and is incorporated herein by reference.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer’s Purchases Of Equity Securities.

Market Information

Our Common Stock is traded on The NASDAQ Capital Market under the symbol “HOFV”.

Holders

On March 21, 2025, we had 90 holders of record of our Common Stock.

Dividends

The Company has never declared or paid cash dividends on its Common Stock and has no intention to do so in the foreseeable future.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our financial condition and results of operations. This discussion and analysis should be read together with our results of operations and financial condition and the audited and unaudited consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in this Annual Report on Form 10-K.

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

We have procured licenses in the State of Ohio for both a physical sports betting operation and online sports betting platform. We have entered into an agreement with Betr as our mobile management services provider. Currently, the Company does not have a sports betting partner for its retail sports book. In addition, the gaming vertical hosts multiple eSports tournaments within the destination along with other types of gaming tournaments and interactive events.

We have developed new hospitality, attractions, and corporate assets as part of our Phase II development plan. Phase II components of the Hall of Fame Village include the Constellation Center for Excellence (an office building including retail and meeting space, that opened in November 2021), the Center for Performance (a convention center/field house, that opened in August of 2022), the Play Action Plaza (completed in August of 2022), and the Fan Engagement Zone (Retail Promenade), core and shell for Retail I was completed in August of 2022 and the core and shell of Retail II was completed in November of 2022, two hotels (one on campus, to be constructed, and one in downtown Canton that opened in November 2020), and the Gameday Bay Waterpark (currently under construction: ground lease terminated October 26, 2024, and premises and improvements surrendered to landlord). Phase III expansion plans may include a potential mix of residential space, additional attractions, entertainment, dining, merchandise and more.

Key Components of the Company’s Results of Operations

Revenue

We generate revenue from various streams such as sponsorship agreements, rents, events, exclusive programming, attractions and hotel and restaurant operations. The sponsorship arrangements, in which the customer sponsors an asset or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. Revenue for rents, cost recoveries, and events are recognized at the time the respective event or service has been performed. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date.

Our owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales, and other ancillary goods and services (e.g., parking) related to owned hotel property and events. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided.

Restaurant revenue at Company-operated restaurants and concessions is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes.

Our media content and distribution revenue is recognized as content is released. Our gaming license revenue is recognized over the term of the license agreement.

We expect our revenues to continue to increase as we add in additional events, tenants, experiences and open additional assets.

Operating Expenses

Our operating expenses include event/media production expenses, personnel expenses, campus maintenance expenses, food and beverage cost of sales, hotel operating expenses, and depreciation expense. These expenses have decreased as management has made an effort to make its operations more efficient, however, we would expect these operating expenses will increase after completion of additional Phase II assets, and additional events, programming, and assets.

Our depreciation expense includes the related costs of owning and operating significant property and entertainment assets. These expenses have grown through completion of the Phase I and Phase II development.

Warrant Liabilities

We account for warrants to purchase shares of our Common Stock that are not indexed to our own stock as liabilities at fair value on the balance sheet in accordance with the Accounting Standards Codification Topic 815 “Derivatives and Hedging”. The warrants are subject to remeasurement at each balance sheet date, and any change in fair value is recognized as a component of other income (expense) on the statements of operations. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Common Stock warrants. At that time, the portion of the warrant liability related to the Common Stock warrants will be reclassified to additional paid-in capital.

Results of Operations

The following table sets forth information comparing the components of net loss for the years ended December 31, 2024 and the comparable period in 2023:

	For the Years Ended December 31,
	2024			2023

Revenues
Sponsorships, net of activation costs	$	2,860,451		$	2,819,041
Event, rents, restaurant and other revenues		11,461,897			13,855,169
Hotel revenues		6,883,585			7,455,463
Total revenues		21,205,933			24,129,673

Operating expenses
Operating expenses		27,883,661			43,171,407
Hotel operating expenses		5,981,485			6,491,625
Impairment expense		-			8,845,000
Depreciation expense		17,007,248			15,069,782
Total operating expenses		50,872,394			73,577,814

Loss from operations		(29,666,461	)		(49,448,141	)

Other income (expense)
Interest expense, net		(27,284,545	)		(18,763,838	)
Amortization of discount on note payable		(4,209,339	)		(3,589,858	)
Other income		516,857			4,117,141
Government grant		9,763,126			-
Change in fair value of warrant liability		150,000			686,000
Change in fair value of interest rate swap		-			163,850
Change in fair value of investments available for sale		433,000			(2,067,754	)
(Loss) gain on sale of asset		(174,589	)		148,796
Loss from equity method investments		(218,371	)		-
Gain on termination of financing liability		(5,168,550	)		-
Loss on extinguishment of debt		(3,763	)		-
Total other expense		(26,196,174	)		(19,305,663	)

Net loss	$	(55,862,635	)	$	(68,753,804	)

Preferred stock dividends		(1,064,000	)		(1,064,000	)
Loss attributable to non-controlling interest		8,588			72,265

Net loss attributable to HOFRE stockholders	$	(56,918,047	)	$	(69,745,539	)

Net loss per share – basic and diluted	$	(8.72	)	$	(11.97	)

Weighted average shares outstanding, basic and diluted		6,530,922			5,826,504

Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023

Sponsorship Revenues

Sponsorship revenues for the year ended December 31, 2024 increased by $41,410, or 1.5%, to $2,860,451 as compared to $2,819,041 for the year ended December 31, 2023. This increase was primarily due to additional event sponsorships and new sponsorships.

Event, rents, restaurant and other revenues

Revenue from events, rents, restaurant and other revenues for the year ended December 31, 2024 decreased to $11,461,897 from $13,855,169 for the year ended December 31, 2023, for a decrease of $2,393,272, or 17.3%. This decrease was primarily driven by a decrease in events revenue, a decrease in food and beverage sales, and lower revenue from our restaurant.

Hotel Revenues

Hotel revenues for the year ended December 31, 2024 decreased $571,878, or 7.7%, to $6,883,585, compared to $7,455,463 for the year ended December 31, 2023. This decrease was driven by a reduction in group bookings and occupancy.

Operating Expenses

Operating expenses were $27,883,661 for the year ended December 31, 2024 as compared to $43,171,407 for the year ended December 31, 2023, a decrease of $15,287,746, or 35.4%. This decrease was driven by lower personnel and related benefits costs, a decrease in production and related costs for our events and media productions, and a decrease in legal and professional fees.

Hotel Operating Expense

Our hotel operating expense was $5,981,485 for the year ended December 31, 2024 as compared to $6,491,625 for the year ended December 31, 2023, a decrease of $510,140 or 7.9%. Hotel revenue and expenses are highly correlated and thus this decrease was driven by having a decrease in occupancy.

Impairment Expense

Impairment expense was $0 for the year ended December 31, 2024 as compared to $8,845,000 for the year ended December 31, 2023. The impairment expense for 2023 was due to an impairment of the ForeverLawn Sports Complex in advance of the sale of the Company’s 80% interest in the sports complex and the impairment of the film costs.

Depreciation Expense

Depreciation expense was $17,007,248 for the year ended December 31, 2024 as compared to $15,069,782 for the year ended December 31, 2023, for an increase of $1,937,466, or 12.9%. The increase was primarily the result of the completion of additional assets which were put into service.

Interest Expense

Total interest expense was $27,284,545 for the year ended December 31, 2024, as compared to $18,763,838 for the year ended December 31, 2023, an increase of $8,520,707, or 45.4%. The increase in total interest expense was primarily due to an increase in the amount of total debt outstanding, a decrease in the proportion of debt that is capitalized for ongoing construction projects, and an increase in average interest rates.

Amortization of Debt Discount

Total amortization of debt discount was $4,209,339 for the year ended December 31, 2024, as compared to $3,589,858 for the year ended December 31, 2023, for an increase of $619,481, or 17.3%. The increase is primarily due to the amortization of additional debt discounts and a decrease in debt discount capitalized for construction projects.

Other Income

Other income was $516,857 for the year ended December 31, 2024, as compared to $4,117,141 for the year ended December 31, 2023. The other income for 2024 was primarily related to a $0.5 million grant received from the Stark Community Foundation. The other income for 2023 was related to the gain on the outcome of the arbitration with JCI.

Government Grant

Government grant was $9,763,126 for the year ended December 31, 2024, as compared to $0 for the year ended December 31, 2023. The 2024 government grant was received from the State of Ohio Community Investment.

Change in Fair Value of Warrant Liability

The change in fair value warrant liability represents a gain of $150,000 for the year ended December 31, 2024, as compared to $686,000 for the year ended December 31, 2023, for a decrease of $536,000 or 78.1%. The decrease in change in fair value of warrant liability was due primarily to a decrease in our stock price.

Change in Fair Value of Interest Rate Swap

The change in fair value of interest rate swap liability was a gain of $163,850 for the year ended December 31, 2023. The interest rate swap was terminated in December 2023.

Change in Fair Value of Investments Available for Sale

The change in fair value of investments available for sale was a gain of $433,000 for the year ended December 31, 2024 as opposed to a loss of $2,067,754 during the year ended December 31, 2023. These amounts related to the change in fair value of certain warrants we hold issued to us by our mobile sports betting partner.

(Loss) gain on sale of asset

The loss on sale of asset was $174,589 for the year ended December 31, 2024, compared to a gain on sale of asset of $148,796 for the year ended December 31, 2023. The loss on sale of asset during the year ended December 31, 2024, was due to the sale of our sports complex and the sale and disposal of equipment. The gain on sale of asset during the year ended December 31, 2023 was due to the sale of the mini field to PFHOF.

Loss from equity method investments

The loss from equity method investments was $218,371 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023. The loss from equity method investments was due to the Sandlot arrangement, which was entered into on January 11, 2024.

Loss on termination of financing liability

The loss on termination of Ground Lease was $5,168,550 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023. The loss on termination of Ground Lease was due to the event of default under the Waterpark Ground Lease.

Loss on Extinguishment of Debt

Loss on extinguishment of debt was $3,763 for the year ended December 31, 2024, as compared to $0 for the year ended December 31, 2023. The loss on extinguishment of debt was due to the restructuring of a portion of our debt arrangements.

Liquidity and Capital Resources

We have sustained recurring losses through December 31, 2024, and our accumulated deficit was $273.6 million as of such date. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of December 31, 2024, we had approximately $0.4 million of unrestricted cash and $4.0 million of restricted cash. Through December 31, 2025, we have $109.5 million in debt principal payments coming due. During the year ended December 31, 2024, the Company used cash for operating activities of $10.9 million. At March 21, 2025, the Company’s cash position is deficient and certain payments for our operations are not being made in the ordinary course of business.

Certain of our liquidity requirements have been, and may continue to be, funded in part by loans from CHCL, an affiliate of the Company’s director Stuart Lichter, and certain other affiliates of Mr. Lichter, which are described in this Form 10-K under “Item 13. Certain Relationships and Related Transactions – Related Person Transactions with IRG.” Such affiliates of Mr. Lichter are under no commitment to continue to fund the Company.

We will need to raise additional financing to accomplish our development plan and fund our working capital. We are seeking to obtain additional funding through debt, construction lending, and equity financing. There are no assurances that we will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our financial condition and operating results, or we may not be able to continue to fund our ongoing operations. These conditions raise substantial doubt about our ability to continue as a going concern to sustain operations for at least one year from the issuance of these consolidated financial statements. The perception that we may not be able to continue as a going concern has caused, and may continue to cause, others to choose to impose more restrictive payment terms or not deal with us altogether due to concerns about our ability to meet our contractual obligations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Cash Flows

Since inception, the Company has primarily used its available cash to fund its project development expenditures. The following table sets forth a summary of cash flows for the periods presented:

	For the Year Ended December 31,
	2024			2023
Cash (used in) provided by:
Operating Activities	$	(10,914,970	)	$	(27,000,438	)
Investing Activities		(7,767,670	)		(27,826,165	)
Financing Activities		11,314,108			33,126,304
Net decrease in cash and restricted cash	$	(7,368,532	)	$	(21,700,299	)

Cash Flows for the Years Ended December 31, 2024 and 2023

Operating Activities

Net cash used in operating activities was $10.9 million for the year ended December 31, 2024, a decrease of $16.1 million from the prior year. The decrease in cash used in operating activities was primarily attributable to a $12.9 million decrease in net loss between the two periods, along with a $1.9 million increase in the add-back for depreciation expense, a $5.5 million increase in paid-in-kind interest, offset by a $4.1 million increase in the change in accounts payable and accrued expenses, and a $0.7 million increase in the change in prepaid expenses and other assets.

Investing Activities

Net cash used in investing activities was $7.8 million during the year ended December 31, 2024, a decrease of $20.1 million from the prior year. The decrease was attributable to a decrease of $29.2 million in capital spending on project development, $17.5 million in proceeds from treasury bills during the year ended December 31, 2023, offset by an increase of $8.4 million received from the sale of the sports complex and various assets.

Financing Activities

Net cash provided by financing activities was $11.3 million during the year ended December 31, 2024, a decrease of $21.8 million from the prior year. The decrease was primarily attributable to a decrease of $19.1 in proceeds from notes payable, an increase of $8.7 million in repayments of notes payable, offset by $3.5 million in proceeds from our financing liability.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of December 31, 2024 and 2023.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue with Contracts with Customers, to properly recognize revenue. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company generates revenues from various streams such as sponsorship agreements, rents, events, and hotel and restaurant operations. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying consolidated balance sheet. Refer to Note 6 for more details. Revenue for rents, cost recoveries, and events are recognized at the time the respective event or service has been performed. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales, and other ancillary goods and services (e.g., parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods, and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling price of each component.

For our rented properties, payments are generally received over the course of the lease. For our long-term sponsorship partners, payments are generally received over the term of the sponsorship agreement.

Restaurant revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

The Company is not exposed to market risk related to interest rates on foreign currencies.

Item 8. Financial Statements and Supplementary Data.

The financial statements required by this Item are included in Item 15 of this report and are presented beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Vice President Accounting / Corporate Controller, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive and interim principal financial officer) and Vice President of Accounting / Corporate Controller (our interim principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our Chief Executive Officer and Vice President Accounting / Corporate Controller concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as December 31, 2024 due to material weaknesses in internal control over financial reporting noted in the paragraph below.

Notwithstanding the material weaknesses presented below, management has concluded that the consolidated financial statements included elsewhere in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows, in conformity with US GAAP.

Limitations on Internal Control over Financial Reporting

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive and financial officer) and our Vice President of Accounting/Corporate Controller (our principal accounting officer), we performed an assessment of the Company’s significant processes and key controls. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2024, due to the existence of material weaknesses.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses in internal control over financial reporting were identified related to the precise and timely review and analysis of information used to prepare our financial statements and disclosures in accordance with U.S. GAAP and we did not maintain effective controls over non-routine transactions.

Management’s Plans for Remediation

We have identified and implemented, and continue to implement, certain remediation efforts to improve the effectiveness of our internal control over financial reporting. These remediation efforts are ongoing and include the following measures to address the material weaknesses identified:

We have designed and implemented additional controls to supplement the existing business process controls

We have tested the design of these controls and will continue to test their effectiveness to ensure that they are operating appropriately.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through independent testing, that these controls are operating effectively. As we continue to evaluate and improve the applicable controls and obtain resources sufficient to independently assess control effectiveness, management may take additional remedial measures or modify the remediation plan described above.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified during the fourth quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS AND EXECUTIVE OFFICERS

Directors

The table below identifies and sets forth certain biographical and other information regarding our directors as of March 26, 2025.

Name	Age	Position
Michael Crawford	57	President and Chief Executive Officer, Chairman
Marcus LaMarr Allen	65	Director
Anthony J. Buzzelli	76	Director, Audit Committee Chair
David Dennis	67	Director
Karl L. Holz	74	Director, Lead Independent Director
Stuart Lichter	76	Director
Mary Owen	47	Director, Nominating and Corporate Governance Committee Chair
Kimberly K. Schaefer	59	Director, Compensation Committee Chair

Michael Crawford. Mr. Crawford has served as a member of the Board since the closing of the Business Combination in July 2020. Mr. Crawford currently serves as President and Chief Executive Officer and Chairman of the Board of Directors of the Company and previously served as HOF Village, LLC’s Chief Executive Officer from December 2018 until June 2020. Mr. Crawford was nominated to the Board by HOF Village, LLC in connection with the Business Combination pursuant to the Director Nominating Agreement (defined below). Before joining HOF Village, LLC, Mr. Crawford was an executive at Four Seasons Hotels and Resorts, where he served as Global President of Portfolio Management (2016–2018) and President of Asia Pacific (2014–2016). Previously, Mr. Crawford worked at The Walt Disney Company/Walt Disney Parks and Resorts in various positions from 1990 to 2014, where his last role was Senior Vice President and General Manager of Shanghai Disney Resort and President of Walt Disney Holdings Company in Shanghai (2010–2014). Mr. Crawford has served as a member on the Board of Directors of Texas Roadhouse (Nasdaq: TXRH) since June 2020, where he also currently serves on the audit committee and is chair of the compensation committee. Since July of 2004, Mr. Crawford has served on the Board of Directors of Seaport Entertainment Group Inc. (NYSE: SEG) where he serves as lead independent director, chair of the nominating and corporate governance committee, and serves as a member of the audit and compensation committees. Mr. Crawford holds a Bachelor of Science in Business Administration from Bowling Green State University and an MBA, magna cum laude, from the University of Notre Dame’s Mendoza College of Business.

Marcus LaMarr Allen. Mr. Allen has served as a member of the Board since August 2022. Considered one of the game’s best goal line and short-yardage runners, Mr. Allen began his NFL career with the Los Angeles Raiders where he spent 11 seasons and earned several accolades, including NFL Rookie of the Year, was named to the Pro Bowl five times, and earned league MVP honors. While with the Raiders, he helped his team win Super Bowl XVIII. Mr. Allen went on to spend his last 5 seasons with the Kansas City Chiefs, where he added a sixth Pro Bowl appearance in 1994. In 1995, Mr. Allen made NFL history when he became the first player in league history to rush for over 10,000 yards and catch passes for 5,000 more. Ending his career with the Kansas City Chiefs as the game’s all-time rushing touchdown leader, Mr. Allen has the distinction of being the only player to have won the Heisman Trophy, an NCAA national championship, the Super Bowl, and be named NFL MVP and Super Bowl MVP. He was inducted into the College Football Hall of Fame in 2000 and the Pro Football Hall of Fame in 2003. After his 16-season playing career, in 1998 Mr. Allen went on to join the CBS broadcasting team for the NFL Today Show and later went on to cover College Football for Fox Sports. Today, Mr. Allen is a keynote speaker and writer. He also serves on the Board of Directors for the Lott Impact Trophy and is also a member of the Laureus World Sports Academy.

Anthony J. Buzzelli. Mr. Buzzelli has served as a member of the Board since the closing of the Business Combination in July 2020. Mr. Buzzelli is a Certified Public Accountant (retired) and spent 40 years with Deloitte, where he served management and Boards of Directors as the Audit and Advisory Partner for a wide range of public and private companies with U.S. and global operations from 1980 to 2011. He was Audit Partner in Charge of the Pittsburgh office from 1989 to 1995, Regional Managing Partner of the Central Atlantic Region from 1995 to 2001, National Managing Partner of U.S. Regions, the Marketing and Business Development and Community Relations leader from 2003 to 2007 and Regional Managing Partner of the Pacific Southwest Region and Office Managing Partner of the Los Angeles office from 2003 to 2011. Mr. Buzzelli served as a member of the U.S. Board of Directors of Deloitte from 2001 to 2004 and as chairman of its Succession Committee from 2010 to 2011. He retired from Deloitte as a Vice Chairman in 2011. He is a past chairman of the Southern California Leadership Network from 2003 to 2009. Mr. Buzzelli served on the Board of Directors of TriState Capital Holdings, Inc. (NASDAQ: TSC) from 2014 through July 2022 when TSC was acquired by Raymond James Financial. At TSC, Mr. Buzzelli was the Lead Independent Director for two terms and chaired the audit committee and was a member of the risk committee. Mr. Buzzelli received a Bachelor of Science in Accounting from The Pennsylvania State University, and also completed the Executive Program in Organizational Change at Stanford University and the Executive Program for Leading Professional Services Firms at Harvard Business School. Mr. Buzzelli also serves on three private company boards.

David Dennis. Mr. Dennis has served as a member of the Board since the closing of the Business Combination in July 2020. Mr. Dennis served as an independent director of Gordon Pointe Acquisition Corp. (“GPAQ”) from January 2018 through June 2020, and served as the chairman of GPAQ’s audit committee. Mr. Dennis is a Certified Public Accountant and spent 36 years of his career at KPMG LLP, where he served as a Partner from 1993 until his retirement in December 2015. During his time at KPMG LLP, Mr. Dennis served in its advisory practice and served as the Advisory Sector Leader for its State and Local Government Advisory Practice. In addition, from 1979 to 2002, Mr. Dennis was a member of the Audit Practice at KPMG LLP and audited publicly traded companies, privately owned companies and public sector clients (governments and not for profits). He is a Past Member of Council for the American Institute of CPAs and a current member of the National Association of State Boards of Accountancy. Mr. Dennis previously served as acting Chief Financial Officer of the U.S. House of Representatives and as President for the Florida Institute of CPAs. He served on the Florida Board of Accountancy from 2011 until 2020 where he also served as Chair for two terms. Mr. Dennis received a Bachelor of Science degree in Accounting from Indiana University — Kelley School of Business.

Karl L. Holz. Mr. Holz has served as a member of the Board since the closing of the Business Combination in July 2020 and currently serves as the Lead Independent Director and is a member of the Nominating and Corporate Governance Committee and Compensation Committee. Mr. Holz is a 22-year veteran of The Walt Disney Company with senior-level expertise in operations, strategic planning, product and customer experience development, international business, and large-scale expansions. As president of Disney Cruise Line and New Vacation Operations, he was responsible for driving the growth of Disney’s vacation portfolio beyond theme parks. In his most recent role, Mr. Holz was responsible for Disney Cruise Line; Disney Vacation Club; Adventures by Disney; Aulani, a Disney Resort & Spa, in Hawaii; and Golden Oak at the Walt Disney World Resort. He guided the massive expansion of Disney Cruise Line in 2011 and 2012 and championed its further expansion by committing to three new ships, the first arriving in 2021. Mr. Holz also led the strategic re-orientation of the Disney Institute, a professional development and training business serving the needs of many major companies. Additionally, he assumed responsibility for Disneyland Resort Paris in 2014 (after previously serving as President and CEO of Disneyland Resort Paris from 2004 to 2008), guiding the resort through a challenging security environment, developed and implemented strategic expansion plans and ultimately took this French, publicly held resort, private in late 2017. Following his retirement in 2018, he joined McKinsey & Company as a Senior Advisor and provides advisory services to the Saudi Public Investment Fund. Mr. Holz earned his bachelor’s degree in business administration from the State University of New York at Fredonia in 1973. He is a member of the Fredonia Foundation Board and an active supporter of the “Keeper of the Dream Scholarship” benefiting disadvantaged and minority student athletes.

Stuart Lichter. Mr. Lichter has served as a member of the Board since the closing of the Business Combination in July 2020. Mr. Lichter was nominated to the Board by HOF Village, LLC in connection with the Business Combination pursuant to the Director Nominating Agreement. Mr. Lichter has served as the President and Chairman of the Board of Industrial Realty Group, LLC since 1999. Industrial Realty Group, along with its affiliated companies, has acquired and developed over 100 industrial and commercial properties throughout the country, representing virtually every area of real estate, such as office buildings, industrial and warehouse buildings, shopping centers, business parks, hotels, mini-storage facilities, marinas, apartments, mobile home parks and mixed-use developments, with a primary emphasis on industrial and commercial properties. Mr. Lichter began his real estate career with the General Services Administration (GSA) of the US Government where he focused on solving challenges facing governmental-owned real estate. Mr. Lichter subsequently performed loan workouts, completed unfinished construction projects and leased and sold foreclosed projects for Midland Bank and New York Life Insurance Company. Mr. Lichter has over 40 years of experience as a leader in the adaptive reuse of commercial and industrial real estate. Mr. Lichter holds a Bachelor of Science degree from Hunter College, a part of the City University of New York. He completed all course work for an MBA from Pace University with a major in finance. Mr. Lichter also attended New York University School of Law.

Mary Owen. Mrs. Owen has served as a member of the Board since the closing of the Business Combination in July 2020. Mrs. Owen has been nominated to the Board as an independent director pursuant to the Director Nominating Agreement. Mrs. Owen is Founder and President of MMO Capital LLC since 2017. In September of 2024, she became a General Partner of Forma Capital, an early-stage venture capital fund investing in influential brands shaping the global future of sports, health and wellness. In addition, she is the current Chair of the Board and has served as a Life Trustee with the Ralph C. Wilson, Jr. Foundation since 2015. She is an investor and strategic advisor in both Fund I and Fund II for KB Partners, a Chicago-based KB venture capital firm investing at the intersection of sports and technology. Mrs. Owen previously worked for her uncle, Ralph C. Wilson Jr., and his management company, Ralph C. Wilson, Jr. Enterprises. She was a key member of his executive leadership team and played a strategic and operational role with all of his business and philanthropic interests, including the Buffalo Bills. With the Bills, Mrs. Owen began as an intern in 1997 and worked in a variety of roles eventually becoming the Executive Vice President for Strategic Planning from 2010-2014. In addition to her team-level responsibilities, she was charged with representing Mr. Wilson at the league ownership level from 2003-2014, where she was appointed to and served on the Super Bowl Advisory Committee and the International Committee and served on the board of the NFL Foundation. When Mr. Wilson passed in 2014, Mrs. Owen served as a Trustee of his estate, where she and three others were responsible for the team’s sale to the Pegula family, and ultimately funding and starting a $1.2 billion foundation, the Ralph C. Wilson, Jr. Foundation, with a portion of the estate proceeds. Mrs. Owen managed the foundation on behalf of her co-trustees in its initial year and oversaw a $60 million legacy grant program. Mrs. Owen is a graduate of the McIntire School of Commerce at the University of Virginia, and is a McIntire Trustee Leader, an active Trustee for the Jefferson Trust, and longstanding Regional Selection Chair for the Jefferson Scholars Foundation. In addition, she holds an MBA from Walsh College and is a long-standing member of the National Advisory Board for the Pro Football Hall of Fame.

Kimberly K. Schaefer. Ms. Schaefer served as a member of the Board since the closing of the Business Combination in July 2020. On March 25, 2024, Ms. Schaefer was appointed to the Board of LuxUrban Hotels, Inc. (NASDAQ: LUXH). LuxUrban Hotels, Inc. is a hospitality company which utilizes an asset-light business model to lease entire hotels on a long-term basis in partnership with Wyndham Hotels & Resorts. In April of 2024, Ms. Schaefer accepted a Chief Executive Officer role for a private company, Museum of Illusions. Ms. Schaefer previously served as President of Two Bit Circus, Inc., a startup concept focusing on social interactions using the latest in technology and gaming, from 2017 through 2023. Two Bit Circus’s first “micro amusement park” location opened in Los Angeles in 2018. It features unique arcade and midway games, an interactive theatre, story rooms and virtual reality concepts. Prior to Two Bit Circus, Ms. Schaefer worked with Great Wolf Resorts, Inc., which is the largest owner, operator and developer in North America of drive-to family resorts featuring indoor waterparks and other family-oriented entertainment activities, for more than 18 years, including as their Chief Operating Officer/Chief Brand Officer from 2005 to 2015 and as their Chief Executive Officer from 2009 to September 2015. She was part of the team that took the company public in 2005. As public company CEO, her primary responsibility was overseeing the daily aspects of the strategy of the brand, development and operations as well as investor and analyst presentations and communication. Ms. Schaefer has served on the Board of Directors of SeaWorld Parks & Entertainment (NYSE: SEAS) since December 2020 where she also serves on the revenue and audit committees and the Board of Directors of Alpine Acquisition Corp. (NASDAQ: REVE) since August 2021. Previously, Ms. Schaefer was an independent board member of public company Education Reality Trust (NYSE: EDR_OLD), an owner operator and developer of collegiate housing, and of her former employer, Great Wolf Resorts, which is currently owned by Blackstone Group. Ms. Schaefer is a graduate of Edgewood College in Madison, Wisconsin, where she earned a Bachelor of Science degree in Accounting and where she previously served on the school’s Board of Trustees.

Executive Officers

The table below identifies and sets forth certain biographical and other information regarding our executive officers as of March 21, 2025.

Name	Age	Position
Michael Crawford	57	President, Chief Executive Officer and Chairman
Lisa Gould	49	Senior Vice President of Human Resources & Information Technology
Anne Graffice	53	Executive Vice President of Global Marketing and Public Affairs
John Van Buiten	38	Vice President of Accounting / Corporate Controller

See page 35 of this Annual Report for Michael Crawford’s biography.

Lisa Gould. Ms. Gould has served as Senior Vice President of Human Resources and Information Technology of the Company since January 2022 and was Vice President of Human Resources of the Company from August 2020 to December 2021. From November 2011 until joining the Company, Ms. Gould served as Vice President of Human Resources at CommQuest Services, where she developed a strategic plan following the company’s merger, oversaw recruitment, onboarding and retention of company employees and managed various other human resources functions, including drafting and enforcement of company policies and procedures and managing benefits administration and enrollment. From August 2007 until November 2011, Ms. Gould worked for Creative Financial Staffing, an affiliate of Bruner Cox LLP, in various roles, including as Recruiter/Staffing Manager and Business Development/Account Manager. Ms. Gould earned her MBA from University of Northwestern Ohio and her Bachelor of Science from Kent State University.

Anne Graffice. Ms. Graffice currently serves as Executive Vice President of Global Marketing and Public Affairs of the Company since January 2023 and was Executive Vice President of Public Affairs of the Company from June 2020 to January 2023. She previously served as Executive Vice President of Public Affairs of HOF Village, LLC from December 2019 through June 2020. Prior to joining HOF Village, LLC, Ms. Graffice served as Vice President of Development and Strategic Adventures at the Pro Football Hall of Fame (2016–2019). Previously, Ms. Graffice worked at University of Mount Union, where she served as Executive Director of Alumni Relations and the Mount Union Fund (2012–2016) and Director of Alumni Relations and University Activities (2003–2012). Ms. Graffice currently serves on the Boards of the Strengthening Stark Governance Committee, Arts in Stark, and VisitCanton. Ms. Graffice holds a Bachelor of Arts in Business Administration and Finance from Mount Union College and an MBA from Tiffin University.

John Van Buiten. Mr. Van Buiten has served as Vice President of Accounting / Corporate Controller of the Company since December 2021. Prior to joining the Company, Mr. Van Buiten served as Senior Director of Accounting and Financial Reporting of Financial Consulting Strategies, LLC, from 2010 to 2021. While employed at Financial Consulting Strategies, LLC, Mr. Van Buiten served as Chief Financial Officer of Enveric Biosciences, Inc. from the time of its initial public transaction until May 2021. Mr. Van Buiten received his Bachelor of Science in Public Accounting from Calvin University and is a Certified Public Accountant licensed in the state of New Jersey.

CORPORATE GOVERNANCE

Director Nominations Process

Our Corporate Governance Guidelines provide that each year the Board nominates a slate of directors for election by stockholders at the annual meeting of stockholders based on the recommendations of the Nominating and Corporate Governance Committee. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations.

In connection with the Business Combination, the Company entered into a Director Nominating Agreement (the “Director Nominating Agreement”) with HOF Village, Gordon Pointe Management, LLC (the “Sponsor”), and National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”), which provides, among other things, that each of the Sponsor, HOF Village and PFHOF will have the right to designate a certain number of individuals to be appointed or nominated for election to the Board for so long as each of the Sponsor, HOF Village and PFHOF owns shares of our Common Stock in excess of certain ownership thresholds. Pursuant to the Director Nominating Agreement and its current voting power, the Sponsor no longer has the right to designate a person to serve on the Board, HOF Village has the right to designate four designees to serve on the Board, and PFHOF has the right to designate one designee to serve on the Board. Since the 2023 fiscal year, PFHOF chose not to appoint a designee to serve on the Company’s Board. The parties to the Director Nominating Agreement also agreed to take certain actions to support those nominees for election and include the nominees in the proxy statements for the stockholders’ meetings at which directors are to be elected. See “Certain Relationships and Related Party Transactions—Director Nominating Agreement” below for more detail.

Director and Executive Officer Qualifications

Under our Corporate Governance Guidelines, our Nominating and Corporate Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate experience, skills and characteristics for the Board as a whole and its individual members. In evaluating the suitability of individuals for Board membership, our Nominating and Corporate Governance Committee, pursuant to our Corporate Governance Guidelines, takes into account many factors. To assist with candidate assessment, our Nominating and Corporate Governance Committee utilizes a matrix, which is reviewed periodically and no less frequently than annually, of the relevant skills and experiences that evolve with the Company’s business and strategy. Examples of the skills and experiences taken into consideration include:

	(a)	Corporate Governance / Public Company Experience – e.g., public and private board experience;

	(b)	Destination Asset Experience – e.g., real estate development;

	(c)	Professional Sports Business Expertise – e.g., professional football or sports management experience;

	(d)	Media / Entertainment Industry Experience – e.g., content development, studio or production company;

	(e)	Gaming Industry Experience – e.g., e-gaming / eSports, fantasy sports, betting / sports betting company; and

	(f)	Professional Background Expertise – e.g., Chief Executive, corporate strategy and long-term planning, corporate finance.

Our Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a diverse group of directors that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, leveraging its diversity of experience. In determining whether to recommend a director for re-election, our Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation, and contributions to the activities of the Board.

The Company’s executive officers and Board of Directors are composed of a diverse group of leaders in their respective fields. Many of these executive officers or directors have senior leadership experience at various companies. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. Many of the Company’s executive officers and directors also have experience serving on boards of directors and/or board committees of other public and private companies and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies. Further, these executive officers and directors bring other valuable experiences such as hotel and entertainment industry experience, asset management and investment experience, and strategic investment and business combination experience.

The Company, along with its executive officers and directors, believe that the leadership skills and other experiences of the Company’s directors and executive officers described above, provide the Company with a diverse range of perspectives and the business acumen necessary to facilitate the Company’s goals of stockholder value appreciation through organic and acquisition growth.

Number and Terms of Office of Officers and Directors

The Board is divided into three classes: Class A, Class B and Class C. The number of directors in each class is required to be as nearly equal as possible and directors in each class serve a three-year term. The term of office of the current Class A directors, consisting of Mary Owen and Marcus LaMarr Allen, will expire at the 2024 annual meeting of stockholders. The term of office of Class B directors, consisting of Stuart Lichter, Karl L. Holz and David Dennis, was set to expire at the 2025 annual meeting of stockholders. The term of office of Class C directors, consisting of Michael Crawford, Kimberly K. Schaefer and Anthony J. Buzzelli will expire at the 2026 annual meeting of stockholders.

The Company’s executive officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. The Board is authorized to appoint persons to the offices set forth in the Company’s bylaws as it deems appropriate.

The Company postponed its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Originally scheduled for November 21, 2024, the decision was made as the Company reviews a non-binding proposal to take the company private. The proposal was submitted by IRG Canton Village Member, LLC (“IRG”), an affiliate of the Company’s director Stuart Lichter. In response to the proposal, the Company’s Board of Directors has formed a special committee made up of independent, disinterested directors (the “Special Committee”) to evaluate the proposal. The Special Committee has retained a financial advisor and legal counsel to assist in its ongoing review and evaluation of the proposal. There is no guarantee that any proposal made by IRG regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.

Director Independence

Nasdaq listing standards require that a majority of the Company’s Board of Directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship that, in the opinion of the Company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has affirmatively determined that Marcus LaMarr Allen, Anthony J. Buzzelli, David Dennis, Karl L. Holz, Mary Owen and Kimberly K. Schaefer qualify as independent directors in accordance with the Nasdaq listing rules.

Board Leadership Structure

Our Board does not have a formal policy regarding the combination of the roles of Chairman of the Board and Chief Executive Officer because the Board believes that it is in the best interest of the Company to have the flexibility to determine, from time to time, whether the positions should be held by the same person or by separate persons. The Board believes that it is currently in the best interest of our stockholders that the role of Chairman of the Board be held by Michael Crawford, our President and Chief Executive Officer.

The Board may reconsider this leadership structure from time to time based on the leadership needs of our Board and the Company at any particular time. The Nominating and Corporate Governance Committee evaluates on an ongoing basis whether the Board’s leadership structure is appropriate to effectively address the evolving needs of the Company’s business and the long-term interests of our stockholders. The committee then makes recommendations to the Board concerning the Board’s leadership structure, including whether the roles of Chairman of the Board and Chief Executive Officer should be separated or combined.

Lead Independent Director

Under our Corporate Governance Guidelines, if the Chairman of the Board is not an independent director, as determined by the Nominating and Governance Committee and the Board, the independent directors will annually appoint one independent director to be the Lead Independent Director in accordance with the Director Nominating Agreement. Given that our Chairman is not an independent director, our independent directors have appointed Karl L. Holz as our Lead Independent Director. The Lead Independent Director’s primary responsibilities include: (i) preside over executive sessions of the independent directors and at all meetings at which the Chairman of the Board is not present; (ii) call meetings of the independent directors as deemed necessary; (iii) serve as a liaison between the Chairman of the Board and the independent directors; (iv) propose agendas and schedules for Board meetings in consultation with the Chairman of the Board; and (v) be available for consultation and communication if requested by stockholders.

Director Education

The Company provides an orientation program for new directors, which includes information with respect to, among other things, Board structure and operations, as well as the history, organizational structure and business of the Company. On a continuing basis, directors receive presentations on the Company’s strategic and business plans, financial performance, legal and regulatory matters, compliance programs and other matters. Directors are encouraged to take advantage of continuing education opportunities that will enhance their ability to fulfill their responsibilities as directors of the Company.

Board’s Role in Risk Oversight

Our management is responsible for identifying risks facing our Company, including strategic, financial, operational and regulatory risks, implementing risk management policies and procedures and managing our day-to-day risk exposure. The Board has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight and is currently overseeing the Company’s business continuity risks, it is supported in this function by its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of the committees regularly reports to the Board.

The Audit Committee reviews and discusses with management and the Company’s auditors, as appropriate, the risks faced by the Company and the policies, guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Compensation Committee reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.

The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board for approval an officer succession plan (the “Succession Plan”), reviewing the Succession Plan periodically with the Chief Executive Officer, evaluating potential candidates for executive positions and recommending to the Board any changes to and any candidates for succession under the Succession Plan.

In addition, the Board is presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to the Board between regularly scheduled meetings which are designed to give the Board regular updates about our business. The Board considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk.

Committees of the Board of Directors

The Company established three standing Board committees and adopted charters for such committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. For the 2024 fiscal year, Messrs. Buzzelli and Dennis and Ms. Schaefer served on the Company’s Audit Committee, with Mr. Buzzelli serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Ms. Schaefer, Mr. Holz, Mrs. Owen and Mr. Allen served on the Company’s Compensation Committee, with Ms. Schaefer serving as the chair. Mr. Holz, Mrs. Owen and Ms. Schaefer served on the Company’s Nominating and Corporate Governance Committee, with Mr. Holz serving as the chair. Each of the committee charters is available on the Company’s website at www.hofreco.com. Ad hoc committees, such as the Special Committee discussed above, or working groups of board members are also formed from time to time to consider strategic issues.

Audit Committee

The Audit Committee’s duties, which are specified in its charter, include, but are not limited to:

	●	making recommendations to the Board as to the determination of director independence and related party transactions;

	●	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual reports;

	●	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

	●	discussing with management major risk assessment and risk management policies;

	●	monitoring the independence of the independent auditor;

	●	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

	●	reviewing and approving all related-party transactions;

	●	inquiring and discussing with management our compliance with applicable laws and regulations;

	●	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

	●	appointing or replacing the independent auditor;

	●	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and

	●	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s duties, which are specified in its charter, include, but are not limited to:

	●	identifying, evaluating and selecting, or recommending that the Board of Directors approve, nominees for election to the Board of Directors;

	●	evaluating the performance of the Board of Directors and of individual directors;

	●	reviewing developments in corporate governance practices;

	●	evaluating the adequacy of corporate governance practices and reporting;

	●	reviewing management succession plans; and

	●	developing and making recommendations to the Board of Directors regarding corporate governance guidelines and matters.

Compensation Committee

The Compensation Committee has overall responsibility for determining and approving the compensation of the Company’s Chief Executive Officer and reviewing and approving the annual base salaries and annual incentive opportunities of the Company’s executive officers. The Company may utilize the services of independent consultants to perform analyses and to make recommendations relative to executive compensation matters. These analyses and recommendations are to be conveyed to the Compensation Committee, and the Compensation Committee takes such information into consideration in making its compensation decisions.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the last fiscal year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Executive Sessions

Independent directors regularly meet in executive session at Board meetings without members of management present. The Lead Independent Director presides over the executive sessions, and may, as applicable, call executive sessions.

Board and Board Committee Meetings and Attendance

Our Corporate Governance Guidelines provide that directors are expected to prepare themselves for and attend all Board meetings, the annual meeting of stockholders and the meetings of the Board’s standing committees on which they serve. During the year ended December 31, 2023, the Company’s Board met thirteen (13) times; the Audit Committee met eight (8) times; the Nominating and Corporate Governance Committee met six (6) times; and the Compensation Committee met seven (7) times. In the aggregate, each of our directors attended at least ninety-six percent (96%) of the total meetings of the Board and committees on which such director served during the 2023 fiscal year.

Anti-Hedging Policy

Our Board has adopted an Insider Trading Policy, which prohibits, among other things, our directors, executive officers and employees from engaging in any hedging or monetization transactions with respect to the Company’s securities through the use of financial instruments, including, but not limited to exchange funds, prepaid variable forwards, equity swaps, puts, calls, zero-cost collars, forward sales contracts and other derivative instruments, or through the establishment of a short position in the Company’s securities. In addition, our Insider Trading Policy prohibits our directors, executive officers and employees from engaging in certain short-term or speculative transactions in the Company’s securities, such as short-term trading, short sales and publicly traded options, which may be highly speculative and/or create the appearance of improper or inappropriate conduct by our directors, executive officers and employees with respect to our stock.

Code of Business Conduct and Ethics

The Company adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, executive officers and employees. The Code of Business Conduct and Ethics covers areas such as conflicts of interest, insider trading and compliance with applicable laws and regulations. The Code of Business Conduct and Ethics is available on our website at www.hofreco.com. We intend to post any amendments to or waivers from our Code of Business Conduct and Ethics at this location on our website.

Insider Trading Policy

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Stockholder Communications

Stockholders who wish to communicate with the Board may do so by writing the Company’s Office of the Secretary by mail at Hall of Fame Resort & Entertainment Company, 2014 Champions Gateway, Canton, OH 44708, Attention: Office of the Secretary or by email at Secretary@hofvillage.com. All communications that relate to matters within the scope of the responsibilities of the Board and its standing committees are to be forwarded to the Chairman of the Board. Communications that relate to ordinary business matters that are not within the scope of the responsibilities of the Board are to be sent to the appropriate executive officer or employee.

Our “whistleblower” policy prohibits our Company or any of our employees from retaliating or taking any adverse action against anyone for raising a concern. If a stockholder or an employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, he or she may call EthicsPoint, our external service provider, toll-free at 844-916-2771, or by leaving a message at our confidential web address: https://secure.ethicspoint.com/domain/media/en/gui/74404/index.html.

Certain Legal Proceedings

To the knowledge of the Company’s management, there is no litigation currently pending or contemplated against any of its executive officers or directors in their capacity as such.

Item 11. Executive Compensation.

EXECUTIVE AND DIRECTOR COMPENSATION

We are a “smaller reporting company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As such, we provide in this Annual Report on Form 10-K the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2024, our “named executive officers” and their positions were as follows:

	●	Michael Crawford, our President, Chief Executive Officer and Chairman;

	●	Tara Charnes(1), our former General Counsel and Secretary;

●

Anne Graffice, our Executive Vice President of Global Marketing & Public Affairs; and

●

Lisa Gould, our Senior Vice President of Human Resources & Information Technology

(1)	Ms. Charnes resigned from her position effective August 31, 2024.

Summary Compensation Table

The following table presents summary information regarding the total compensation for the years ended December 31, 2024 and 2023, for the named executive officers of the Company.

Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(6)		Total ($)

Michael Crawford (3)	2024		976,153		720,000		-		-		94.159		1,790,312
President, Chief Executive Officer and Chairman	2023		900,000		982,244		855,843		180,037		54,916		2,973,040

Tara Charnes (4)	2024		251,790		160,000		-		-		10,966		422,756
General Counsel and Secretary	2023		309,000		125,006		113,940		36,966		8,804		593,716

Anne Graffice(5)	2024		299,230		50,000		-		-		13,266		362,496
Executive Vice President of Global Marketing & Public Affairs	2023		285,401		122,909		56,963		10,584		13,435		489,292

Lisa Gould	2024		190,000		65,600		-		-		13,383		268,983
Senior Vice President of Human Resources & Information Technology

(1)	Mr. Crawford on January 22, 2023 received 9,155 fully vested shares of Common Stock under the Plan. Ms. Charnes on January 22, 2023 received 1,066 fully vested shares of Common Stock under the Plan.

(2)	Amounts reported represent the aggregate grant date fair value of restricted stock unit awards during 2023, computed in accordance with ASC Topic 718. The grant date fair value of restricted stock units is based on the market value of the underlying stock on the date of grant.

(3)	Mr. Crawford received a March 8, 2023 grant of performance share units (“PSUs”), subject to the terms of the Plan and PSU Award Agreement, during a one-year performance period for the 2023 calendar year. Mr. Crawford’s PSU award was payable to the extent that four performance goals were achieved. Three of the goals were not achieved and the fourth was achieved at a 50% threshold. The Compensation Committee determined Mr. Crawford was eligible to receive 8,896 PSUs. However, Mr. Crawford agreed to waive receipt of the PSUs.

(4)	Ms. Charnes received a January 24, 2023 grant of 7,751 restricted stock units under the Plan, vesting in 1/3 equal annual increments beginning on January 24, 2024, subject to stockholder approval of increasing available shares under the Plan. Ms. Charnes resigned from her position effective August 31, 2024.

(5)	Ms. Graffice received a January 24, 2023 grant of 3,875 restricted stock units under the Plan, vesting in 1/3 equal annual increments beginning January 24, 2024.

(6)	The chart below describes the benefits and perquisites for 2024 contained in the “All Other Compensation” column above for each of the named executive officers.

Name	401(k) Match ($)		Vehicle Allowance ($)		Supplemental Executive Life Insurance Premium ($)		Supplemental Executive Disability Insurance Premium ($)		Executive Physical ($)
Michael Crawford		17,846		28,846		3,835		4,445		5,000
Anne Graffice		5,797		—		456		3,813		3,200
Tara Charnes (1)		4,191		—		335		3,240		3,200
Lisa Gould		7,629		—		403		2,151		3,200

(1)	Ms. Charnes resigned from the office of General Counsel and Corporate Secretary, effective August 31, 2024

The amounts in the salary and bonus columns of the “Summary Compensation Table” reflect actual amounts earned in the relevant years, while the amounts in the stock awards’ column reflect accounting values determined as of the date of grant.

Overview

The Company provides total compensation packages that are competitive, tailored to the unique characteristics and needs of the Company within its industry, and adequately reward its executives for their roles in creating value for our stockholders. The Company is competitive in its executive compensation with other similarly situated companies in its industry. The compensation decisions regarding the Company’s executives are based on its need to attract individuals with the skills necessary to achieve its business plan, to reward those individuals fairly over time and to retain those individuals who continue to perform at or above the Company’s expectations.

The Company’s executive compensation program consists of three primary components: salary, incentive bonus and stock-based awards issued under an equity incentive plan. The Company determines the appropriate level for each compensation component based in part, but not exclusively, on its view of internal equity and consistency, individual performance, the Company’s performance and other information deemed relevant and timely.

Employment Agreements

Michael Crawford

In connection with the consummation of the Business Combination, Mr. Crawford, the Company and HOF Village Newco, LLC (“Newco”) entered into an employment agreement, effective July 1, 2020, (the “2020 Crawford Employment Agreement”), which replaced a services agreement entered into December 2018 between HOF Village, LLC and Mr. Crawford. Effective January 1, 2023, the 2020 Crawford Employment Agreement was replaced by an Amended and Restated Employment Agreement. discussed in the next paragraph.

On November, 22, 2022, Mr. Crawford, the Company and Newco entered into an amended and restated employment agreement, effective January 1, 2023 (the “2023 Crawford Employment Agreement”), which replaced the 2020 Crawford Employment Agreement. Under the terms of the 2023 Crawford Employment Agreement, Mr. Crawford serves as the President and Chief Executive Officer of the Company. The 2023 Crawford Employment Agreement terminates on December 31, 2027, unless earlier terminated; however, the term will automatically renew for successive 12-month periods unless either party provides 90 days’ written notice of non-renewal. Under the terms of the 2023 Crawford Employment Agreement, Mr. Crawford will receive an annual base salary of $950,000 through December 31, 2023 and $975,000 for calendar year 2024. For any years thereafter, the Annual Base Salary is determined by our Compensation Committee based on the Company’s and Mr. Crawford’s achievement of performance metrics as agreed-upon in writing by Mr. Crawford and the Compensation Committee. Under the 2023 Crawford Employment Agreement, Mr. Crawford was eligible to receive an annual bonus. The target for Mr. Crawford’s annual bonus for each calendar year is 100% of Mr. Crawford’s annual base salary for each such calendar year, and the maximum amount of the annual bonus is 150% of Mr. Crawford’s annual base salary for such calendar year. Each annual bonus is payable based on the Company’s achievement of performance metrics as agreed-upon in writing by Mr. Crawford and the Compensation Committee for each calendar year. Mr. Crawford’s annual bonus will be paid in cash, an equity award under the Company’s long-term incentive plan, or a combination thereof, determined in the sole discretion of the Compensation Committee. Additionally, the 2023 Crawford Employment Agreement provides Mr. Crawford with a vehicle allowance to reimburse Mr. Crawford for the lease expense of a vehicle with a retail value of up to $90,000.

On April 14, 2023, Mr. Crawford voluntarily reduced his annual base salary by $50,000 a year for each of fiscal years 2023-2026, effective May 1, 2023, as part of a focus on lowering Company costs. To reflect his voluntary annual base salary reduction, Mr. Crawford, the Company and Newco entered into an Amended and Restated Employment Agreement to his 2023 Crawford Employment Agreement. The salary reduction will not modify any Company employee benefits, or any other rights provided to Mr. Crawford under the 2023 Crawford Employment Agreement that are determined by reference to Mr. Crawford’s annual base salary.

Mr. Crawford’s 2023 compensation included a grant of 88,967 performance share units (“PSUs”), subject to the terms of the Plan and PSU Award Agreement, and a one-year performance period for the 2023 calendar year. Mr. Crawford’s PSU award was payable to the extent that four performance goals were achieved: (1) revenue; (2) earnings (EBITDA); (3) construction timeline; and (4) construction financing. Maximum payout was capped at 150% of the target number of PSUs granted or 133,450 PSUs. During the performance period, metrics (1) through (3) were not achieved and metric (4) was achieved at a 50% threshold. The Compensation Committee determined Mr. Crawford was eligible to receive 8,896 PSUs. However, Mr. Crawford agreed to waive receipt of the PSUs.

On March 12, 2025, Mr. Crawford informed the Board of Directors of the Company that he intends to resign as President, Chief Executive Officer, and Chairman of the Board of Directors. The resignation is not due to any disagreement with the Company on any matter related to its operations, policies, or practices. Mr. Crawford is resigning to pursue another career opportunity. The Board has begun the process of recruiting and evaluating candidates to succeed Mr. Crawford.

Michael Crawford Retention and Consulting Agreement

Under the Retention and Consulting Agreement, Mr. Crawford will provide up to 10 hours per week of consulting services to the Company between the Employment Termination Date and August 18, 2025 (the “Consulting Period”). During the Consulting Period, the Company shall pay Mr. Crawford a consulting fee of $500 per hour. During the Consulting Period, Mr. Crawford shall all times be an independent contractor. Effective upon the commencement of the Consulting Period, the Retention and Consulting Agreement will supersede and replace the Employment Agreement, which will be of no further effect, except that Section 4 of the Employment Agreement shall remain in full force and effect. Section 4 includes provisions addressing non-competition, non-solicitation and confidentiality, among other terms. Following the Employment Termination Date, Mr. Crawford shall not be entitled to receive any employment benefits from the Company and shall not be eligible to participate in any benefit programs of the Company, including but not limited to health insurance, vacation, sick leave, life insurance, pension or retirement plans, disability programs, or other benefits, benefit plans or benefit programs.

To protect the Company’s confidential information (“Company Confidential Information”), Mr. Crawford covenants and agrees in the Retention and Consulting Agreement that Mr. Crawford will at all times hold the Company Confidential Information in confidence, will take all reasonable and necessary measures to prevent the disclosure of the Company Confidential Information. Mr. Crawford further acknowledges that all Company Confidential Information is and shall remain the sole, exclusive, and valuable property of the Company and that Crawford has and shall acquire no right, title, or interest therein.

By and in consideration of the Company’s entering into the Retention and Consulting Agreement, Mr. Crawford shall not, during the Consulting Period and for a period of six months after termination of the Retention and Consulting Agreement, engage in competition with the Company. “Competition” for purposes of this agreement means owning, operating, or otherwise providing services to a pro sports themed destination resort that includes entertainment and media components. By and in consideration of the Company’s entering into the Retention and Consulting Agreement, Mr. Crawford shall not, during the Consulting Period and for a period of 12 months thereafter: (i) directly or indirectly hire, induce, or solicit for employment any person who is, or within 12 months prior to the date of such hiring, inducement, or solicitation was, an employee of the Company; or (ii) induce or solicit (or assist any person or entity to induce or solicit) any person who is an employee of the Company to terminate his/her employment relationship with the Company.

Tara Charnes

The Company and Newco entered into a three-year employment agreement with Ms. Charnes in August 2020 when she was hired as General Counsel (the “Charnes Employment Agreement”). The terms of the Charnes Employment Agreement provided Ms. Charnes with an initial base salary of $275,000 and a target annual bonus equal to 40% of base salary for each calendar year. The Company will periodically review Ms. Charnes’ annual base salary and implement an increase (but no decrease), if any, as the Company shall determine in its sole discretion as reasonable and appropriate. Under the Charnes Employment Agreement, Ms. Charnes is eligible to receive an annual bonus. The annual bonus is based on the Company’s achievement of commercially reasonable key performance indicators determined by the Company in writing. The Charnes Employment Agreement also provided Ms. Charnes a grant of restricted stock units for a number of shares of Common Stock of the Company equal to $600,000 divided by the closing price of the Company’s Common Stock on August 31, 2020, the effective date, that vests over a three-year period, with one-third of the grant vesting each year.

On December 22, 2020, Ms. Charnes’ employment agreement was amended to provide that any annual bonus may be paid in cash, an equity award under the Company’s long-term incentive plan, or a combination thereof, determined in the sole discretion of the Board of Directors. Any annual bonus, whether payable in cash and/or equity, may be subject to a vesting schedule and other terms and conditions, including a payment schedule, as determined by the Board of Directors in its sole discretion.

Ms. Charnes’ 2023 compensation included a grant of 7,751 RSUs, which will vest in three equal annual installments beginning on January 24, 2024. In August of 2023, the Charnes Employment Agreement renewed automatically for a successive 12-month period.

On June 17, 2024, Ms. Charnes notified the Company of her resignation from the office of General Counsel and Corporate Secretary of the Company for personal reasons, effective August 31, 2024. Ms. Charnes did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On June 21, 2024, Ms. Charnes entered into a consulting services agreement, pursuant to which Ms. Charnes agreed to provide consulting services to the Company following her resignation effective date of August 31, 2024 through December 31, 2024. During the consulting term, Ms. Charnes agreed to provide up to 25 hours of service per month to the Company upon request. In consideration for such services, Ms. Charnes will receive the remainder of her 2023 annual bonus, a monthly retainer in the amount of $10,000, continuation of health benefits, and her right to any restricted stock units shall continue in accordance with the existing vesting schedule.

Anne Graffice

Ms. Graffice and HOF Village, LLC entered into a three-year employment agreement, effective December 1, 2019 when she was hired as an Executive Vice President of Public Affairs (the “Graffice Employment Agreement”). The terms of the Graffice Employment Agreement provided Ms. Graffice with an initial base salary of $250,000 and a target annual bonus equal to 40% of her annual base salary for each calendar year based on the Company’s achievement of commercially reasonable Key Performance Indicators. The Graffice Employment Agreement also provided Ms. Graffice a grant of restricted stock units for a number of shares of Common Stock of the Company equal to $300,000 divided by the closing price of the Company’s Common Stock on December 1, 2019, the effective date, that vests over a three-year period, with one-third of the grant vesting each year.

On December 22, 2020, Ms. Graffice’s employment agreement was amended to provide that any annual bonus may be paid in cash, an equity award under the Company’s long-term incentive plan, or a combination thereof, determined in the sole discretion of the Board of Directors. Any annual bonus, whether payable in cash and/or equity, may be subject to a vesting schedule and other terms and conditions, including a payment schedule, as determined by the Board of Directors in its sole discretion.

Since December of 2022, the Graffice Employment Agreement has renewed automatically for successive 12-month periods. On or about November 26, 2024, Ms. Graffice agreed to transition from an employee under contract to an at-will employee.

Severance Benefits

The employment agreement of Mr. Crawford provides for payment of severance benefits in the event that the employee is terminated by the Company without cause or by the employee with good reason.

In the event that an employee is terminated for any reason, the employee will receive a lump-sum payment equal to the amount of earned and unpaid base salary through the termination date and any unreimbursed business and entertainment expenses that are reimbursable through the termination date.

In addition:

●

Mr. Crawford. In the event of (i) termination by the Company without cause or (i) by the executive for good reason (other than as described in the next sentence), the Company shall: (i) pay Mr. Crawford a severance payment in the amount of $950,000, less applicable deductions and withholdings, and (ii) subject to Mr. Crawford’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Mr. Crawford’s copayment of premiums associated with such coverage, reimburse Mr. Crawford, on a monthly basis, for the excess of the premium for himself and his covered dependents over the amount paid by active employees for the same coverage during the period from the termination date through the 12-month anniversary of such date, or such earlier date on which COBRA coverage for Mr. Crawford and his covered dependents terminates in accordance with COBRA. In the event of termination by the executive for good reason because of substantial interference with the day to day operations of the Company by a director of the Company (or such director’s employer or affiliate) that is inconsistent with formal actions taken by the Board or that impairs the executive’s ability to deliver agreed upon results for the Company, the Company shall pay the executive a severance payment in the amount of $950,000, less applicable deductions and withholdings, payable in a single lump-sum payment within 30 days after the date that the release signed by the executive becomes effective and irrevocable.

Retirement Benefits

The Company maintains a tax-qualified defined contribution plan that meets the requirements of Section 401(k) of the Internal Revenue Code (the “Code”), commonly called a 401(k) plan, for substantially all of its employees. The 401(k) plan is available on the same basis to all employees, including the named executive officers. Each participant in the 401(k) plan can elect to defer, subject to limitations under the Code and Employee Retirement Income Security Act. The Company will match 100% of an employee contribution up to 3% of salary, and an additional 50% matching contribution up to an additional 2% resulting in a maximum potential contribution of 4%.

Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan

Our executive officers and directors are eligible to receive grants of equity incentive awards under the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan.

Hall of Fame Resort & Entertainment Company 2023 Inducement Plan

On January 24, 2023 (the “Effective Date of the Inducement Plan”), the Company’s Board of Directors, following approval and recommendation of the Company’s Compensation Committee, adopted the Hall of Fame Resort & Entertainment Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the issuance of equity incentive awards, such as restricted stock units and restricted stock, as an inducement to accept employment with the Company in order to attract and retain qualified personnel and align their interests with those of the Company’s stockholders in compliance with Nasdaq Listing Rule 5635(c)(4). Under the Inducement Plan, the aggregate number of shares of Common Stock which may be issued or transferred pursuant to awards covered by the Inducement Plan (including Existing Inducement Awards) is 110,000. “Existing Inducement Award” means a restricted stock unit award granted prior to the Effective Date of the Inducement Plan under Nasdaq Listing Rule 5635(c)(4) not pursuant to any plan of the Company that the award recipient and the Company have agreed to make subject to the terms and conditions of, and governed by, the Inducement Plan, as if granted under the Inducement Plan.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table sets forth specific information with respect to unexercised options, unvested Common Stock and other unvested equity incentive plan awards outstanding as of December 31, 2024, for the named executive officers of the Company.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1)
Michael Crawford		—		—		—			—
Tara Charnes		—		—		5,168	(2)		6,718
Anne Graffice		—		—		2,584	(3)		3,359
Lisa Gould		—		—		2,584	(4)		3,359

(1)	The market value of unvested equity awards as of December 31, 2024 is calculated based on the closing share price on December 31, 2024, of $1.30, which is the last trading day of 2024.

(2)	On January 24, 2023, Ms. Charnes received a grant of 7,751 restricted stock units under the Plan which are scheduled to vest annually in three equal installments on January 24, 2024, 2025 and 2026.

(3)	On January 24, 2023, Ms. Graffice received a grant of 3,875 restricted stock units under the Plan which are scheduled to vest annually in three equal installments on January 24, 2024, 2025 and 2026.

(4)	On January 24, 2023, Ms. Gould received a grant of 3,875 restricted stock units under the Plan which are scheduled to vest annually in three equal installments on January 24, 2024, 2025 and 2026.

Director Compensation

The Company maintains a Board of Directors’ compensation program that is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Company stock to further align their interests with those of our stockholders.

The director compensation program provided the following compensation for independent, non-employee directors for 2024:

●

An annual retainer (the “Annual Retainer”) of $40,000, a supplemental $7,500 annual retainer for the Audit Committee Chair, a supplemental $5,000 annual retainer for each of the Compensation Committee Chair and the Nominating and Governance Committee Chair, and a supplemental $5,000 annual retainer for the Lead Independent Director;

●

Meeting attendance fees (the “Meeting Attendance Fees”) consisted of (i) $1,500 per in-person meeting attended and (ii) $500 per telephonic meeting attended;

●

A grant of restricted stock units under the Plan with a dollar value of $75,000, with such number of shares to be determined by the average closing price of the Company’s Common Stock for the five trading days preceding, but not including, the date of grant of such RSU award that vest one year from the date of grant; and

●

Additional compensation for ad hoc services on a case-by-case basis.

The following table sets forth all of the compensation awarded to or earned by or paid to our independent directors during 2024. Our directors who are not independent do not receive compensation for serving on our Board of Directors.

Name	Fees earned or paid in cash ($)		Stock Awards ($)(1)		Total ($)
Marcus LaMarr Allen		50,500		—		50,500
Jerome Bettis(2)		48,000		—		48,000
Anthony J. Buzzelli		67,500		—		67,500
David Dennis		63,000		—		63,000
James J. Dolan (3)		41,625		—		41,625
Karl L. Holz		68,125		—		68,125
Mary Owen		63,375		—		63,375
Kimberly K. Schaefer		69,375		—		69,375

(1)	Board members were entitled to receive payments in 100% cash during the 2024 calendar year. As of March 26, 2025, the independent directors have not received compensation earned for the third or fourth quarters of 2024.

(2)	Effective as of January 16, 2025, Mr. Bettis resigned from the Board.

(3)	Effective as of September 3, 2024, Mr. Dolan resigned from the Board.

Name	Restricted Stock Units Outstanding at Fiscal Year End(1)
Marcus LaMarr Allen		21,853
Jerome Bettis(2)		21,853
Anthony J. Buzzelli		21,853
David Dennis		21,853
James J. Dolan(3)		21,853
Karl L. Holz		21,853
Mary Owen		21,853
Kimberly K. Schaefer		21,853

(1)	On January 17, 2024, each of our independent directors was granted 21,853 restricted stock units that vested in full on January 17, 2025.

(2)	Effective as of January 16, 2025, Mr. Bettis resigned from the Board.

(3)	Effective as of September 3, 2024, Mr. Dolan resigned from the Board.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of the Common Stock as of March 21, 2025:

●

each person known by the Company to be the beneficial owner of more than 5% of the Common Stock of the Company;

●

each of the Company’s executive officers and directors; and

●

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if the person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The information below is based upon the Schedules 13D, Forms 3 and Forms 4 filed by certain of the parties below. The table does not include unvested restricted stock units issued by the Company unless they vest within 60 days after March 21, 2025, since such units do not carry voting or investment power.

The beneficial ownership percentages set forth in the table below are based on approximately 6,698,645 shares of Common Stock issued and outstanding as of March 21, 2025.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

	Beneficial Ownership
Name and Address of Beneficial Owner(1)	Number of Shares			Percentage
Directors and Officers
Marcus LaMarr Allen		32,558			*
Anthony J. Buzzelli		39,519			*
Tara Charnes**		14,074	(2)		*
Michael Crawford		89,592			1.3	%
David Dennis		37,634			*
Lisa Gould		4,471	(3)		*
Anne Graffice		8,600			*
Karl L. Holz		38,820	(4)		*
Stuart Lichter		13,593,978	(5)		72.3	%
Mary Owen		36,635			*
Kimberly K. Schaefer		41,657	(6)		*
John Van Buiten		1,454			*
All current directors and executive officers as a group (12 individuals)		13,938,992			74.1	%

Greater than 5% Stockholders
HOF Village, LLC		840,168	(7)(8)		12.3	%
CH Capital Lending, LLC		11,856,828	(9)		66.6	%
IRG Canton Village Member, LLC		840,168	(10)		12.3	%
IRG Canton Village Manager, LLC		840,168	(10)		12.3	%
Industrial Realty Group, LLC		459,534	(11)		6.4	%
Midwest Lender Fund, LLC		405,294	(12)		5.7	%

*	Less than 1%.

**	Ms. Charnes resigned from the office of General Counsel and Corporate Secretary, effective August 31, 2024.

(1)	Unless otherwise noted, the business address of each of those listed in the table is 2014 Champions Gateway, Canton, OH 44708.

(2)

Ms. Charnes beneficially owns 554 shares of Common Stock issuable upon the exercise of 12,214 Series B warrants she holds with an exercise price of $30.81 per share. The Series B warrants are exercisable within 60 days. For purposes of calculating her percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Ms. Charnes upon the exercise of the Series B warrants.

(3)

Ms. Gould beneficially owns 318 shares of Common Stock issuable upon the exercise of 7,000 Series B warrants she holds with an exercise price of $30.81 per share. The Series B warrants are exercisable within 60 days. For purposes of calculating her percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Ms. Gould upon the exercise of the Series B warrants.

(4)

Mr. Holz beneficially owns 113 shares of Common Stock issuable upon the exercise of 2,500 warrants he holds with an exercise price of $30.81 per share. The warrants are exercisable within 60 days. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Mr. Holz upon the exercise of the warrants.

(5)

Mr. Lichter beneficially owns 9,090 shares of Common Stock and 4,543 shares of Common Stock issuable upon the exercise of 100,000 Series B warrants he holds with an exercise price of $30.81 per share. The Series B warrants are exercisable within 60 days. Mr. Lichter may be deemed to beneficially own (a) 751,168 shares of Common Stock through his indirect ownership of membership interests in CH Capital Lending, LLC, (b) 15,950 shares of Common Stock through his indirect ownership of membership interests in IRG, LLC, (c) 5,681 shares of Common Stock through his beneficial ownership of membership interests in Midwest Lender Fund, LLC, (d) 455,867 shares of Common Stock issuable to CH Capital Lending, LLC upon the exercise of Series C warrants with an exercise price of $12.77 per share, (e) 111,321 shares of Common Stock issuable to CH Capital Lending, LLC upon the exercise of Series D warrants with an exercise price of $12.77 per share, (f) 45,419 shares of Common Stock issuable to CH Capital Lending, LLC upon the exercise of Series E warrants with an exercise price of $12.77 per share, (g) 454,407 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of 15,000 shares of Series C Preferred Stock with a conversion price of $33.01 per share, (h) 4,448,127 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of a term loan with a principal balance of $16,191,184 as of 12/31/2024 with a conversion price of $3.64 per share, (i) 3,140,983 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of a term loan with a principal balance of $11,433,179 as of 12/31/2024 with a conversion price of $3.64 per share, (j) 1,033,900 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of a bridge loan with a principal balance of $13,202,903 as of 12/31/2024 with a conversion price of $12.77 per share, (k) 420,875 shares of Common Stock issuable to IRG, LLC upon the conversion of a promissory note with a principal balance of $5,374,579 as of 12/31/2024 with a conversion price of $12.77 per share, (l) 22,709 shares of Common Stock issuable to IRG, LLC upon the exercise of Series E warrants with an exercise price of $12.77 per share, (m) 5,677 shares of Common Stock issuable to Midwest Lender Fund, LLC upon the exercise of Series G warrants with an exercise price of $12.77 per share, (n) 92,432 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of a convertible note with a principal balance of $14,037,115 as of 12/31/2024 with a conversion rate of 6.5849 shares of Common Stock per $1,000 principal amount, (o) 18,521 shares of Common Stock through his indirect control over American Capital Center, LLC, (p) 393,935 shares of Common Stock issuable to Midwest Lender Fund, LLC upon conversion of a convertible note with a principal balance of $5,030,559 as of 12/31/2024 and with a conversion price of $12.77 per share, (q) 900,283 shares of Common Stock issuable to CH Capital Lending, LLC upon the conversion of a promissory note with an outstanding amount of $11,496,624 as of 1/15/2025 with a conversion price of $12.77 per share, and (r) 422,921 shares of Common Stock issuable to CH Capital Lending, LLC upon the conversion of a promissory note with an outstanding amount of $5,400,706 as of 1/15/2025 with a conversion price of $12.77 per share. The convertible notes, the Series C Preferred Stock, the term loans and the bridge loan are convertible, and the warrants are exercisable within 60 days. Mr. Lichter may also be deemed to beneficially own 683,083 shares of Common Stock through his indirect ownership interest in IRG Canton Village Member, LLC, which in turn owns approximately a 76.8% interest in HOF Village, LLC. HOF Village, LLC owns 683,083 shares of Common Stock. He may also be deemed to beneficially own 157,086 shares of Common Stock issuable upon the exercise of 2,432,500 Series A warrants held by HOF Village, LLC with an exercise price of $253.11 per share. The Series A warrants are exercisable within 60 days. Mr. Lichter disclaims beneficial ownership of all shares held by IRG Canton Village Member, LLC, CH Capital Lending, LLC, IRG, LLC, Midwest Lender Fund, LLC, American Capital Center, LLC, and IRG Canton Village Manager, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the Series B warrants to Mr. Lichter, upon the Series C, Series D and Series E warrants to CH Capital Lending, LLC, upon the Series C Preferred Stock to CH Capital Lending, LLC, upon the term loans to CH Capital Lending, LLC, upon the bridge loan to CH Capital Lending, LLC, upon the Series G warrants to Midwest Lender Fund, LLC, upon the Series A warrants to HOF Village, LLC, upon the convertible note to CH Capital Lending, LLC, upon the convertible notes to IRG, LLC, and upon the Series G warrants to Midwest Lender Fund, LLC.

(6)

Ms. Schaefer beneficially owns 1,250 shares of Common Stock issuable upon the exercise of 27,500 warrants she holds with an exercise price of $30.81 per share. The warrants are exercisable within 60 days. For purposes of calculating her percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Ms. Schaefer upon the exercise of the warrants.

(7)

HOF Village, LLC beneficially owns 683,083 shares of Common Stock. It also beneficially owns 157,085 shares of Common Stock issuable upon the exercise of 2,432,500 warrants held by HOF Village, LLC with an exercise price of $253.11 per share. The warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to HOF Village, LLC upon the exercise of the warrants.

(8)

HOF Village, LLC, National Football Museum, Inc. d/b/a Pro Football Hall of Fame and Gordon Pointe Management, LLC are parties to a director nominating agreement. See the discussion under “Certain Relationships and Related Party Transactions – Director Nominating Agreement” in this Form 10-K/A. As a result of these relationships, these persons may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to beneficially own 850,348 shares of Common Stock (exclusive of warrants and convertible notes), or approximately 13.0% of the Common Stock outstanding. Taking into account the warrants and convertible notes, they may be deemed to collectively beneficially own 1,010,725 shares of Common Stock, or 15.0% of the Common Stock outstanding after the exercise of the warrants and the conversion of the convertible notes.

(9)

CH Capital Lending, LLC beneficially owns (a) 751,168 shares of Common Stock, (b) 455,867 shares of Common Stock issuable to it upon the exercise of Series C warrants with an exercise price of $12.77 per share, (c) 111,321 shares of Common Stock issuable to it upon the exercise of Series D warrants with an exercise price of $12.77 per share, (d) 45,419 shares of Common Stock issuable to it upon the exercise of Series E warrants with an exercise price of $12.77 per share, (e) 454,407 shares of Common Stock issuable to it upon conversion of 15,000 shares of Series C Preferred Stock with a conversion price of $33.01 per share, (f) 4,448,127 shares of Common Stock issuable to it upon conversion of a term loan with a principal balance of $16,191,184 as of 12/31/2024 with a conversion price of $3.64 per share, (g) 3,140,983 shares of Common Stock issuable to it upon conversion of a term loan with a principal balance of $11,433,179 as of 12/31/2024 with a conversion price of $3.64 per share, (h) 1,033,900 shares of Common Stock issuable to it upon conversion of a bridge loan with a principal balance of $13,202,903 as of 12/31/2024 with a conversion price of $12.77 per share, (i) 92,432 shares of Common Stock issuable to it upon conversion of a convertible note with a principal balance of $14,037,115 as of 12/31/2024 with a conversion rate of 6.5849 shares of Common Stock per $1,000 principal amount, (j) 900,283 shares of Common Stock issuable to it upon the conversion of a promissory note with an outstanding amount of $11,496,624 as of 1/15/2025 with a conversion price of $12.77 per share, and (k) 422,921 shares of Common Stock issuable to it upon the conversion of a promissory note with an outstanding amount of $5,400,706 as of 1/15/2025 with a conversion price of $12.77 per share. The convertible notes, the Series C Preferred Stock, the term loans and the bridge loan are convertible and the warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the exercise of the warrants and the conversion of the convertible notes, the Series C Preferred Stock, the term loan, and the bridge loan. The business address of CH Capital Lending, LLC is 11111 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.

(10)

Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC may be deemed to beneficially own 683,083 shares of Common Stock held by HOF Village, LLC through the former’s indirect (approximately 74.9%) ownership interest therein and the latter’s role as manager of it. For similar reasons, each may also be deemed to beneficially own 223,271 shares of Common Stock issuable upon the exercise of 2,432,500 Series A warrants held by HOF Village, LLC with an exercise price of $253.11 per share. The warrants are exercisable within 60 days. Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC disclaims beneficial ownership of all shares held by HOF Village, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating their percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the exercise of the warrants. The business address of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC is 11111 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.

(11)	IRG, LLC beneficially owns (a) 15,950 shares of Common Stock, (b) 420,875 shares of Common Stock issuable to it upon the conversion of a promissory note with a principal balance of $5,374,579 as of 12/31/2024 with a conversion price of $12.77 per share, and (c) 22,709 shares of Common Stock issuable to it upon the exercise of Series E warrants with an exercise price of $12.77 per share. The convertible note and the warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the exercise of the warrants and the conversion of the convertible note. The business address of IRG, LLC is 11111 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.

(12)	Midwest Lender Fund, LLC beneficially owns 5,681 shares of Common Stock. It also beneficially owns 15,677 shares of Common Stock issuable upon the exercise of Series G warrants with an exercise price of $12.77 per share, and 393,935 shares of Common Stock issuable upon conversion of a convertible note with a principal balance of $5,030,559 as of 12/31/2024 and with a conversion price of $12.77 per share. The warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable to Midwest Lender Fund, LLC upon the exercise of the warrants and conversion of the convertible note.

Equity Compensation Plan Information

The following table provides information on our equity compensation plans as of December 31, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)			Weighted-average exercise price of outstanding options, warrants and rights(2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders(3)		152,151		$	—		253,057
Equity compensation plans not approved by security holders		27,937	(4)	$	—		89,748	(5)
Total		180,088		$	—		342,805

(1)	Represents the number of underlying shares of Common Stock associated with outstanding unvested restricted stock units, as of December 31, 2024.

(2)	Weighted-average exercise price excludes outstanding restricted stock units that can be exercised for no consideration.

(3)	There is one equity compensation plan approved by stockholders, the Company’s 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”).

(4)

Represents grants of restricted stock units as an inducement material to an individual’s entering into employment with the Company, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (each grant, an “Inducement Grant”). Of the 27,937 unvested Inducement Grants, as of December 31, 2024: (i) 19,838 Inducement Grants were granted under the Hall of Fame Resort & Entertainment Company 2023 Inducement Plan (the “2023 Inducement Plan”), and (ii) 8,099 Inducement Grants were not made under any plan before the Company adopted the 2023 Inducement Plan, but are subject to substantially the same terms and conditions as the 2020 Omnibus Plan, excluding the maximum number of shares of Common Stock that will be available for issuance under the 2020 Omnibus Plan. A summary of the 2020 Omnibus Plan is incorporated by reference to Appendix A to the Company’s definitive proxy statement filed on April 25, 2023 with the Securities and Exchange Commission.

(5)	Represents shares of Common Stock remaining available for future issuance under the 2023 Inducement Plan, excluding shares of Common Stock associated with outstanding unvested restricted stock units granted under the 2023 Inducement Plan, as of December 31, 2024.

Hall of Fame Resort & Entertainment Company 2023 Inducement Plan

On January 24, 2023 (the “Effective Date of the Inducement Plan”), the Company’s Board of Directors, following approval and recommendation of the Company’s Compensation Committee, adopted the 2023 Inducement Plan. The 2023 Inducement Plan provides for the issuance of equity incentive awards, such as restricted stock units and restricted stock, as an inducement to accept employment with the Company in order to attract and retain qualified personnel and align their interests with those of the Company’s stockholders in compliance with Nasdaq Listing Rule 5635(c)(4). Under the 2023 Inducement Plan, the aggregate number of shares of Common Stock which may be issued or transferred pursuant to awards covered by the 2023 Inducement Plan (including Existing Inducement Awards) is 110,000. “Existing Inducement Award” means a restricted stock unit award granted prior to the Effective Date of the Inducement Plan under Nasdaq Listing Rule 5635(c)(4) not pursuant to any plan of the Company that the award recipient and the Company have agreed to make subject to the terms and conditions of, and governed by, the 2023 Inducement Plan, as if granted under the Inducement Plan.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, executive officers, and persons owning more than 10% of any class of a company’s equity securities registered under Section 12 of the Exchange Act to file reports on a timely basis on the initiation of their status as a reporting person and any changes with respect to their beneficial ownership of such equity securities with the SEC. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish those companies copies of all Section 16(a) forms they file.

Our records reflect that all reports which were required to be filed pursuant to Section 16(a) of the Exchange Act were filed on a timely basis during the year ended December 31, 2024, except that Mr. Lichter did not timely report four transactions that were attributable to various loan amendments and assignments. All of the transactions were subsequently reported.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Related Person Transaction Policy

The Company’s Board of Directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

●

any person who is, or at any time during the applicable period was, one of the Company’s executive officers or a member of the Board of Directors;

●

any person who is known by the Company to be the beneficial owner of more than five percent (5%) of our voting stock;

●

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of our voting stock; and

●

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.

In addition, we have in place policies and procedures designed to minimize potential conflicts of interest arising from any dealings the Company may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to the Audit Committee charter, the Audit Committee has the responsibility to review related person transactions.

The disclosure below covers related party transactions that have occurred or are continuing since January 1, 2023.

Director Nominating Agreement

Upon the closing of the Business Combination, the Company, HOF Village, the Sponsor and PFHOF entered into a Director Nominating Agreement (the “Director Nominating Agreement”), which provides that the Company shall take all necessary action to set the size of its Board of Directors at 11 members, a majority of whom shall be independent directors in accordance with Nasdaq requirements. Pursuant to the Company’s amended and restated certificate of incorporation as currently in effect, the Company’s Board of Directors is made up of three classes: Class A Directors who shall serve for an initial one-year term, Class B Directors who shall serve for an initial two-year term, and Class C Directors who shall serve for an initial three-year term. The Director Nominating Agreement set forth the directors who were to serve as of the Business Combination and specified the respective classes of each director.

Pursuant to the Director Nominating Agreement and its current voting power, the Sponsor no longer has the right to designate a person to serve on the Board, HOF Village has the right to designate four designees to serve on the Board, and PFHOF has the right to designate one designee to serve on the Board. The shares of Common Stock owned by the Sponsor decreased due to the redemption of certain member interests in the Sponsor, the recipients of which remain bound by the same lock-up agreement applicable to the Sponsor.

HOF Village and PFHOF may each designate one individual to serve as a Company Board of Directors non-voting observer (in the case of HOF Village, so long as HOF Village beneficially owns at least 15% of the total number of shares of the Company’s Common Stock held by it as of the Business Combination Effective Time and, in the case of PFHOF, so long as PFHOF beneficially owns at least 85% of the total number of shares of the Company’s Common Stock held by it as of the Business Combination Effective Time). The parties to the Director Nominating Agreement agreed to take certain actions to support those nominees for election and include the nominees in the proxy statements for the stockholders’ meetings at which directors are to be elected.

Related Person Transactions with PFHOF

PFHOF is a distinct entity from us but serves as a significant stockholder and aligned partner. While PFHOF currently beneficially owns approximately 1.6% of the Company’s outstanding Common Stock, the Company is neither a subsidiary of nor controlled by PFHOF. The Pro Football Hall of Fame, which is owned and operated by PFHOF and not the Company, is a 501(c)(3) not-for-profit educational institution that focuses on the education, promotion, preservation and honoring of the individuals and moments that shaped professional football’s history. In addition to the Director Nominating Agreement described above, we have entered into multiple additional ongoing agreements with PFHOF and occasionally enter into additional transactions. PFHOF is a related person because it was a security holder covered by item 403(b) of Regulation S-K at the time of transactions to which it is a party described below.

Global License Agreement with PFHOF

Effective April 8, 2022, Newco and PFHOF entered into a Global License Agreement. The Global License Agreement consolidates and replaces the previous First Amended and Restated License Agreement, the Amended and Restated Media License Agreement, and the Branding Agreement discussed above. The Global License Agreement sets forth the terms under which PFHOF licenses certain marks and works to Newco and its affiliates to exploit existing PFHOF works and to create new works. The Global License Agreement grants Newco and its affiliates an exclusive right and license to use the PFHOF marks in conjunction with theme-based entertainment and attractions within the City of Canton, Ohio; youth sports programs, subject to certain exclusions; e-gaming and video games; and sports betting. The Global License Agreement also grants Newco and its affiliates a non-exclusive license to use the PFHOF marks and works in other areas of use, with a right of first refusal, subject to specified exclusions. The Global License Agreement acknowledges the existence of agreements in effect between PFHOF and certain third parties that provide for certain restrictions on the rights of PFHOF, which affects the rights that can be granted to Newco and its affiliates. These restrictions include, but are not limited to, such third parties having co-exclusive rights to exploit content based on the PFHOF Enshrinement ceremonies and other Enshrinement events. The Global License Agreement requires Newco to pay PFHOF an annual license fee of $900,000 in the first contract year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years three through six; and an annual license fee of $750,000 per year starting in contract year seven through the end of the initial term. The Global License Agreement also provides for an additional license royalty payment for certain usage above specified financial thresholds, as well as a commitment to support PFHOF museum attendance through Newco’s and its affiliates’ ticket sales for certain concerts and youth sports tournaments. The Global License Agreement has an initial term through December 31, 2036 (subject to earlier termination for material breach), subject to automatic renewal for successive five-year terms, unless timely notice of non-renewal is provided by either party.

Retail Merchandise Agreement

Newco, as assignee of HOF Village, and PFHOF are parties to a Retail Merchandise Agreement that was entered into in December 2018. Under the Retail Merchandise Agreement, PFHOF agrees to operate onsite retail services at certain locations within the Hall of Fame Village complex, subject to certain performance targets and product requirements. In exchange for these services, Newco will pay PFHOF recurring royalty payments on a monthly basis representing a certain percentage of gross sales. The Retail Merchandise Agreement was approved by unanimous consent of HOF Village’s Board of Directors prior to the Business Combination, when HOF Village assigned the agreement to Newco. The Retail Merchandise Agreement was amended and restated on June 30, 2020, prior to the closing of the Business Combination.

2020 Shared Services Agreement

On June 30, 2020, HOF Village entered into a Shared Services Agreement with PFHOF, which we refer to as the 2020 Shared Services Agreement. Under the agreement, PFHOF and HOF Village mutually reduced certain outstanding amounts owed between the parties, with PFHOF forgiving $5.15 million owed by HOF Village and HOF Village forgiving $1.2 million owed by PFHOF, which effectively resulted in no outstanding amounts owed between the parties as of March 31, 2020. Additionally, the parties agreed to coordinate with each other on certain business services and expenses. The 2020 Shared Services Agreement was approved by unanimous consent of HOF Village’s Board of Directors prior to the Business Combination. The 2020 Shared Services Agreement has an initial term of one year, subject to automatic renewal for successive one-year terms; however, it may be terminated by either party upon 90 days’ written notice, by mutual agreement, or by either party for failure by the other party to timely pay expenses. HOF Village assigned the 2020 Shared Services Agreement to Newco in connection with the Business Combination.

2021 Shared Services Agreement

On March 9, 2021, the Company entered into an additional Shared Services Agreement with PFHOF, which supplements the existing 2020 Shared Services Agreement by, among other things, providing for the sharing of costs for activities relating to shared services (the “2021 Shared Services Agreement”), including 50% of the cost of compensation of a PFHOF representative. The total annual compensation of such PFHOF representative is approximately $250,000. The 2021 Shared Services Agreement was approved by unanimous consent of the Company’s Board of Directors. The 2021 Shared Services Agreement has an initial term of three years, subject to automatic renewal for successive one-year terms; however, it may be terminated by either party upon 90 days’ written notice, by mutual agreement, or by either party for failure by the other party to timely pay expenses.

Agreement to Provide Insurance

Newco, as assignee of HOF Village, and its wholly owned subsidiary HOF Village Stadium, LLC are parties to an Agreement to Provide Insurance with PFHOF (a HOF Village member and affiliate of then director and officer of HOF Village, David Baker) dated March 2016. Under the agreement, HOF Village Stadium, LLC is required to carry and maintain certain insurance coverage in connection with various agreements related to the development of the Hall of Fame Village project, and Newco, as assignee of HOF Village, has guaranteed the performance of HOF Village Stadium, LLC under the agreement. Such insurance coverage must name PFHOF as an additional insured or loss payee on each policy.

Sale of Mini-Field Real Estate to PFHOF

On May 2023, the Company negotiated a Real Estate Purchase Agreement whereby the Company sold, assigned and conveyed to PFHOF the mini-field parcel for the purchase price of $250,000. The Company received a release of the existing mortgage on the property from ErieBank. The Company paid transfer tax, conveyance fees, costs of clearing title and recordation. PFHOF paid the costs of recording the deed, costs of issuance of title commitment and insurance, costs of the ALTA survey and costs of any inspections. The Company and PFHOF split, 50/50, the escrow fees and settlement statement preparation fees with the Company. While the purchase price was below market value, PFHOF agreed to provide other forms of consideration that inured to the benefit of the Company.

Related Person Transactions with IRG

Industrial Realty Group, LLC (“IRG”), together with its subsidiaries and affiliates, is a significant stockholder and aligned partner. IRG is a nationwide real estate development and investment firm specializing in the acquisition, development and management of commercial and industrial real estate throughout the United States. Our director, Stuart Lichter, is President and Chairman of the Board of IRG. We have entered into certain ongoing agreements with IRG and/or its affiliates and benefit from financial support provided by IRG and/or its affiliates. IRG is a related person because it is a security holder covered by item 403(a) of Regulation S-K.

Master Development and Project Management Agreement

On June 30, 2020, HOF Village, IRG Member and IRG Manager entered into a Master Development and Project Management Agreement. The Master Development and Project Management Agreement was entered into as a standalone agreement to govern the master developer and project management services arrangement that was previously provided for in the operating agreement of HOF Village. Pursuant to the Master Development and Project Management Agreement, IRG Manager serves as the master developer for the Hall of Fame Village project and IRG Member serves as the project manager for the Hall of Fame Village project. Under the agreement, IRG Manager will receive a master developer fee of 4% of the total development costs of the project, and IRG Member will receive a project management fee, which will not exceed 5% of the gross receipts from the project. The terms of the Master Development and Project Management Agreement remained materially similar to the prior arrangement documented in the operating agreement of HOF Village, which previously had been unanimously approved by the members of HOF Village prior to the Business Combination. HOF Village assigned the Master Development and Project Management Agreement to Newco in connection with the Business Combination.

General Services Agreement

On November 15, 2021, the Company entered into the General Services Agreement with IRG Realty Advisors, LLC (“IRG Realty Advisors”), which is an affiliate of our director Stuart Lichter. Under the General Services Agreement, IRG Realty Advisors provides certain corporate support services to the Company at various hourly rates, including accounts payable services, property accounting services, and information technology support. IRG Realty Advisors invoices the Company quarterly for the cost of services under the General Services Agreement. The Company may terminate the General Services Agreement upon ten days written notice to IRG Realty Advisors.

2020 Term Loan Agreement

CH Capital Lending, LLC, an affiliate of our director Stuart Lichter, is the lender under our Term Loan Agreement, dated December 1, 2020 (the “2020 Term Loan Agreement”), among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and Aquarian Credit Funding LLC (i) as amended by Amendment Number 1 to Term Loan Agreement dated January 28, 2021, Amendment Number 2 to Term Loan Agreement dated February 15, 2021, Amendment Number 3 to Term Loan Agreement dated August 30, 2021, Amendment Number 4 to Term Loan Agreement dated August 30, 2021, and Amendment Number 5 to Term Loan Agreement dated December 15, 2021, (ii) as assigned to Administrative Agent and Lender pursuant to that certain Assignment of Loan and Loan Documents, dated March 1, 2022, by and among Aquarian Credit Funding LLC, as the previous Administrative Agent, Investors Heritage Life Insurance Company, as the previous Lender, and CH Capital Lending, LLC, as the new Administrative Agent and the new Lender, (iii) as affected by that certain Assumption and Joinder Agreement to Loan Agreement, dated as of March 1, 2022, executed and delivered by HOFV Youth Fields to Administrative Agent, and (iv) as further amended by Amendment Number 6 to Term Loan Agreement dated March 1, 2022, Amendment Number 7 to Term Loan Agreement dated July 31, 2022, Amendment Number 8 to Term Loan Agreement dated November 7, 2022, as modified by that certain Modification Agreement effective as of October 6, 2023, Amendment Number 9 to Term Loan Agreement dated December 8, 2023, and Amendment Number 10 to Term Loan Agreement dated January 11, 2024, Omnibus Release of Youth Fields Borrower from Certain Debt Instruments, dated as of January 11, 2024, by CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC, and/or Midwest Lender Fund, LLC, in favor of HOF Village Youth Fields, LLC, Amendment Number 11 to Term Loan Agreement dated January 17, 2024, Amendment Number 12 to Term Loan Agreement dated February 1, 2024, and Amendment Number 13 to Term Loan Agreement dated February 28, 2024.

The principal outstanding under the 2020 Term Loan Agreement at December 31, 2024, is $16,191,814. The interest rate at 12.5% per annum, of which 8% per annum is payable monthly and 4.5% per annum accumulates and is payable on the maturity date. The principal and accumulated and unpaid interest under the Term Loan is convertible into shares of Common Stock at a conversion price of $12.77 per share of Common Stock. The obligations under the 2020 Term Loan Agreement are cross-collateralized with the obligations under the Amended Bridge Loan Note, the Amended IRG Note, the Amended Second JKP Note, the Backup First JKP Note and the Backup MLF Note (as such terms are defined below).

The largest principal amount outstanding under the 2020 Term Loan Agreement since January 1, 2024, and the amount outstanding as of February 28, 2025, is $16,528,245. The largest principal amount outstanding for fiscal year 2023 was $14,278,565. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

2022 Term Loan Agreement

HOF Village Retail I, LLC and HOF Village Retail II, LLC (collectively, “Retail”), which are wholly-owned subsidiaries of the Company, and The Huntington National Bank (“HNB”) entered into the Loan Agreement dated September 27, 2022 (the “2022 Term Loan Agreement”), pursuant to which HNB agreed to loan up to $10 million to Retail for the purpose of financing improvements to two leasehold parcels of real property in Hall of Fame Village.

On September 21, 2023, CHCL, an affiliate of our director Stuart Lichter, succeeded to the rights and obligations of HNB under the 2022 Term Loan Agreement pursuant to the Assignment of Note, Security Instrument and Other Loan Documents. Also, on September 21, 2023, the Company and Retail (together, the “2022 Term Loan Borrower”) and CHCL entered into the Joinder and First Amendment to 2022 Term Loan Agreement (“First Joinder and Amendment”), pursuant to which (i) the Company becomes a borrower under the 2022 Term Loan Agreement; (ii) the 2022 Term Loan Agreement is amended to provide that 2022 Term Loan Borrower will have the right to use up to $2 million of the loan proceeds for the purpose of paying the costs of construction of the Hall of Fame Village Waterpark which will be owned by the Company or its affiliates or subsidiaries (the “Permitted Purpose”); provided, that in the event 2022 Term Loan Borrower desires to use more than $2 million for the Permitted Purpose, 2022 Term Loan Borrower must obtain the written consent of CHCL; and (iii) the 2022 Term Loan Agreement is amended to provide that so long as loan proceeds are used solely for the Permitted Purpose, CHCL waives conditions to loan funding up to the amount of $2 million, with any future waiver of conditions to additional loan funding subject to the written consent of CHCL.

On October 6, 2023, the Company and Retail and CHCL, an affiliate of our director Stuart Lichter, entered into the Second Amendment to 2022 Term Loan Agreement (“Second Amendment”), pursuant to which (i) no interest or principal shall be due and payable from the effective date through the initial maturity date and all interest that accrues during the deferral period shall accrue at the non-default rate and be added to the outstanding principal balance of the loan; (ii) the 2022 Term Loan Agreement was amended to provide that the 2022 Term Loan Borrower will have the right to use up to $4 million of the loan proceeds for the Permitted Purpose provided, that in the event 2022 Term Loan Borrower desires to use more than $4 million for the Permitted Purpose, 2022 Term Loan Borrower must obtain the written consent of CHCL; and (iii) the 2022 Term Loan Agreement was amended to provide that so long as loan proceeds are used solely for the Permitted Purpose, CHCL waives conditions to loan funding up to the amount of $4,000,000, with any future waiver of conditions to additional loan funding subject to the written consent of CHCL.

On October 16, 2023, the Company and Retail and CHCL, an affiliate of our director Stuart Lichter, entered into the Third Amendment to 2022 Term Loan Agreement (“Third Amendment”), pursuant to which the 2022 Term Loan Agreement, which provides for the Company to borrow up to $10 million, is amended to provide that the 2022 Term Loan Borrower will (i) have the right to use up to $6 million of the loan proceeds for the Permitted Purpose; provided, that in the event 2022 Term Loan Borrower desires to use more than $6 million for the Permitted Purpose, 2022 Term Loan Borrower must obtain the written consent of CHCL; and (ii) the 2022 Term Loan Agreement is amended to provide that so long as loan proceeds are used solely for the Permitted Purpose, CHCL waives conditions to loan funding up to the amount of $6,000,000, with any future waiver of conditions to additional loan funding subject to the written consent of CHCL. The effect of the Third Amendment is to permit the Company to draw an additional $2 million under the $10 million 2022 Term Loan Agreement for the Permitted Purpose.

On November 21, 2023, the Company and Retail and CHCL, an affiliate of our director Stuart Lichter, entered into the Fourth Amendment to 2022 Term Loan Agreement (“Fourth Amendment”), pursuant to which the 2022 Term Loan Agreement, which provides for the Company to borrow up to $10 million, is amended to provide that, among other things, the collateral will include the rights of the Company and its affiliates and subsidiaries in and to (a) any judgment obtained by or granted to them against Johnson Controls International PLC and/or its subsidiaries (collectively, “Johnson Controls”), (b) any settlement proceeds received or to be received by them from Johnson Controls, and (c) the proceeds arising out of any of the foregoing (collectively, the “JCI Funds”).

On December 8, 2023, the Company and Retail entered into a First Amended and Restated Promissory Note (“First A&R Promissory Note”) with CHCL, an affiliate of our director Stuart Lichter. The First A&R Promissory Note was entered to (i) set the interest rate at 12.5% per annum, compounded monthly, rather than the original variable rate, and PIK interest will continue through the maturity date; (ii) modifies the payment terms and maturity date to state interest is due and payable with the entire outstanding principal balance together with accrued unpaid interest on December 4, 2024 (the “Initial Maturity Date”), and if the borrower elects and qualifies for the Extension Option, the unpaid principal balance and all accrued and unpaid interest or other charges will be due on December 4, 2027 (the “Extended Maturity Date”); and (iii) adds a right to convert the Note into shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company at an initial conversion price equal to $3.64.

On December 8, 2023, the Company and Retail entered into the Fifth Amendment to 2022 Term Loan Agreement (“Fifth Amendment”) with CHCL, an affiliate of our director Stuart Lichter. The Fifth Amendment was entered to (i) modify the rate of interest to 12.5% per annum, compounded monthly; (ii) increase the ability of Retail to use the full amount of the loan proceeds, up to $10 million, to pay costs of construction of the Hall of Fame Village Waterpark (the “Permitted Purpose”). An effect of the Fifth Amendment is to permit the Company to draw an additional $4 million under the $10 million 2022 Term Loan Agreement for the Permitted Purpose.

The largest principal amount outstanding under the 2022 Term Loan Agreement since January 1, 2024, and the amount outstanding as of February 28, 2025, is $11,794,197. The largest principal amount outstanding for fiscal year 2023 was $10,183,932. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

Amended Bridge Loan Note

Effective November 7, 2022, the Company and its subsidiaries Newco and Youth Fields entered into the $10,504,940.89 principal amount Joinder and First Amended and Restated Secured Cognovit Promissory Note with CHCL (as amended, the “Amended Bridge Loan Note”), reflecting a loan from CHCL to the Company (the “Bridge Loan”), which amends and restates the Cognovit Promissory Note, dated as of June 16, 2022, in the original principal amount of $10,500,000, executed and delivered by the Company and its subsidiaries Village Retail I, LLC (“HOFV Retail I”) and HOF Village Retail II, LLC (“HOFV Retail II”) to CHCL (the “Original Bridge Loan Note”). Under the Amended Bridge Loan Note: (i) HOFV Retail I and HOFV Retail II were released from their obligations under the Original Bridge Loan Note; (ii) the Bridge Loan interest rate increased from 12% to 12.5%, of which 8% per annum is payable monthly and 4.5% per annum accumulates and is payable on the maturity date; (iii) the Company issued to CHCL an additional 17,723 restricted shares of Common Stock (giving effect to the Reverse Stock Split) on or about December 22, 2022; (iv) the principal and accrued interest were made convertible into shares of Common Stock at a conversion price of $12.77 per share of Common Stock (giving effect to the Reverse Stock Split), subject to adjustment, including a weighted-average antidilution adjustment; (v) the Company agreed to amend and restate, effective November 7, 2022, the Series C Common Stock Purchase Warrant (Certificate No. No. 2020 W-1) originally issued by the Company to CHCL on or about December 29, 2020 (as amended, the “Amended Series C Warrant”), as described below; (vi) the Company agreed to amend and restate, effective November 7, 2022, the Series D Common Stock Purchase Warrant (Certificate No. Series D No. W-1) originally issued by the Company to CHCL on or about June 4, 2021 (as amended, the “Amended Series D Warrant”), as describe below; (vii) the Company was given an option to extend the maturity date form March 31, 2024 to March 31, 2025 upon payment to CHCL of an extension fee equal to one percent (1%) of the outstanding principal balance of the Term Loan; and (viii) the obligations under the Amended Bridge Loan Note are cross-collateralized with the obligations under the Term Loan Agreement, the Amended IRG Note, the Amended Second JKP Note, the Backup First JKP Note and the Backup MLF Note.

As amended, the Amended Series C Warrant has an exercise price of $12.77 per share of Common Stock, subject to adjustment, including a weighted-average antidilution adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The number of shares of Common Stock issuable upon exercise of the Amended Series C Warrant is 455,867 shares of Common Stock. The Amended Series C Warrant may be exercised from and after April 18, 2023, subject to certain terms and conditions set forth in the Amended Series C Warrant. Any unexercised portion of the Amended Series C Warrant will expire on March 1, 2029.

As amended, the Amended Series D Warrant has an exercise price of $12.77 per share of Common Stock, subject to adjustment, including a weighted-average antidilution adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The number of shares of Common Stock issuable upon exercise of the Amended Series D Warrant is 111,321 shares of Common Stock. The Amended Series D Warrant may be exercised from and after April 18, 2023, subject to certain terms and conditions set forth in the Amended Series D Warrant. Any unexercised portion of the Amended Series D Warrant will expire on March 1, 2029.

The largest principal amount outstanding under the Amended Bridge Loan Note since January 1, 2024, and the amount outstanding as of February 28, 2025, is $13,474,936. The largest principal amount outstanding for fiscal year 2023 was $11,518,761. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

Amended IRG Note

Effective November 7, 2022, the Company and its subsidiaries Newco and Youth Fields entered into the $4,273,543.46 principal amount Joinder and Second Amended and Restated Secured Cognovit Promissory Note with IRG, LLC (as amended, the “Amended IRG Note”), which amends and restates the First Amended and Restated Promissory Note, dated March 1, 2022, issued by the Company to IRG, LLC. Under the Amended IRG Note: (i) the interest rate increased from 8% to 12.5%, of which 8% per annum is payable monthly and 4.5% per annum accumulates and is payable on the maturity date; (ii) the Company issued to IRG, LLC an additional 10,268 restricted shares of Common Stock (giving effect to the Reverse Stock Split) on or about December 22, 2022; (iii) the price at which the principal and accumulated and unpaid interest under the Amended IRG Note is convertible into shares of Common Stock is reset to $12.77 per share of Common Stock (giving effect to the Reverse Stock Split), subject to adjustment, including a weighted-average antidilution adjustment; (iv) the Company agreed to amend and restate, effective November 7, 2022, the Series E Common Stock Purchase Warrant (Certificate No. Series E No. W-2) issued by the Company to CHCL on or about March 1, 2022 (as amended, the “IRG Warrant”), as described below; (vi) the Company was given an option to extend the maturity date form March 31, 2024 to March 31, 2025 upon payment to IRG, LLC of an extension fee equal to one percent (1%) of the outstanding principal balance of the Amended IRG Note; and (vii) the obligations under the Amended IRG Note are cross-collateralized with the obligations under the Amended Bridge Loan Note, the Term Loan Agreement, the Amended Second JKP Note, the Backup First JKP Note and the Backup MLF Note.

As amended, the IRG Warrant has an exercise price of $12.77 per share of Common Stock, subject to adjustment, including a weighted-average antidilution adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The number of shares of Common Stock issuable upon exercise of the IRG Warrant is 22,709 shares of Common Stock. The IRG Warrant may be exercised from and after April 18, 2023, subject to certain terms and conditions set forth in the IRG Warrant. Any unexercised portion of the IRG Warrant will expire on March 1, 2029.

The largest principal amount outstanding under the Amended IRG Note since January 1, 2024, and the amount outstanding as of February 28, 2025, is $5,485,246. The largest principal amount outstanding for fiscal year 2023 was $4,689,449. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

Backup MLF Note

Effective November 7, 2022, the Company and its subsidiaries Newco and Youth Fields entered into the $4,000,000 principal amount Secured Cognovit Promissory Note with MLF (the “Backup MLF Note”), which provides benefits to MLF incremental to and offset by the Cognovit Promissory Note, dated as of April 27, 2022, in the original principal amount of $4,000,000, executed and delivered by HOF Village Center for Performance, LLC (“HOFV CFP”) to MLF (as amended, restated, supplemented, waived, or otherwise modified from time to time, the “Original MLF Note”). Under the terms of the Backup MLF Note, (a) all amounts that are outstanding under the Original MLF Note are deemed to be outstanding under the Backup MLF Note; (b) all amounts that are paid to MLF by HOFV CFP under the Original MLF Note will be credited against the amounts due and payable under Backup MLF Note; (c) all amounts that are paid to MLF under the Backup MLF Note will be credited against the amounts due and payable under the Original MLF Note; and (d) if all or any portion of the principal amount of the Backup MLF Note is converted into shares of Common Stock pursuant to the terms of the Backup MLF Note, then the principal amount so converted shall be credited against the amounts due and payable under the Original MLF Note.

Under the Backup MLF Note: (i) the interest rate is 12.5%, of which 8% per annum is payable monthly and 4.5% per annum accumulates and is payable on the maturity date; (ii) effective upon obtaining approval of the Company’s stockholders under Nasdaq listing rule 5635(c), the principal and accumulated and unpaid interest under the Backup MLF Note is convertible into shares of Common Stock at a price of $12.77 per share of Common Stock (giving effect to the Reverse Stock Split), subject to adjustment, including a weighted-average antidilution adjustment; (iii) the Company agreed to amend and restate, effective obtaining approval of the Company’s stockholders under Nasdaq listing rule 5635(c), the Series G Common Stock Purchase Warrant (Certificate No. Series G No. W-1) issued by the Company to MLF on or about March 1, 2022 (as amended, the “Amended MLF Warrant”), as described below; (iv) the Company was given an option to extend the maturity date form March 31, 2024 to March 31, 2025 upon payment to MLF of an extension fee equal to one percent (1%) of the outstanding principal balance of the Backup MLF Note; and (v) the obligations under the Backup MLF Note are cross-collateralized with the obligations under the Amended Bridge Loan Note, the Term Loan Agreement, the Amended IRG Note, the Amended Second JKP Note and the Backup First JKP Note.

As amended, the Amended MLF Warrant has an exercise price of $12.77 per share of Common Stock, subject to adjustment, including a weighted-average antidilution adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The number of shares of Common Stock issuable upon exercise of the Amended MLF Warrant is 5,677 shares of Common Stock. The Amended MLF Warrant may be exercised from and after 30 days after date approved by stockholders under Nasdaq listing rule 5635(c) under Proposal 4, subject to certain terms and conditions set forth in the Amended MLF Warrant. Any unexercised portion of the Amended MLF Warrant will expire on June 8, 2029.

The largest principal amount outstanding under the Backup MLF Note since January 1, 2024, and the amount outstanding as of February 28, 2025, is $5,134,143. The largest principal amount outstanding for fiscal year 2023 was $4,389,284. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

Private Placement of Series C Preferred Stock in Exchange for Series B Preferred Stock

On March 28, 2022, in accordance with the previously announced Amendment Number 6 to Term Loan Agreement by and among the Company and certain of its subsidiaries, as borrowers, and CHCL, as administrative agent and lender, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with CHCL, pursuant to which the Company exchanged in a private placement (the “Private Placement”) each share of the Company’s 7.00% Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), that is held by CHCL for one share of the Company’s 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), resulting in the issuance of 15,000 shares of Series C Preferred Stock to CHCL. The Series C Preferred Stock is convertible into shares of Common Stock. The shares of Series B Preferred Stock exchanged, and the Series C Preferred Stock acquired, have an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment. CHCL is controlled by our director, Stuart Lichter.

The Private Placement was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering. CHCL has represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the Series C Preferred Stock will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

The largest aggregate original issue date price outstanding since January 1, 2024, and the amount outstanding as of February 28, 2025, is $15,000,000. The largest aggregate original issue date price outstanding for fiscal year 2023 was $15,000,000. Dividends paid from January 1, 2024, through March 21, 2025, were $0. Dividends paid during fiscal year 2023 were $450,000.

Issuance of 7.00% Series A Cumulative Redeemable Preferred Stock

On August 12, 2021, the Company issued to American Capital Center, LLC (the “Preferred Investor”), a company controlled by our director Stuart Lichter, 900 shares of 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) at a price of $1,000 per share for an aggregate purchase price of $900,000. The Series A Preferred Stock is not convertible into Common Stock. On September 22, 2021, the Company issued to the Preferred Investor 900 shares of Series A Preferred Stock at a price of $1,000 per share for an aggregate purchase price of $900,000. In each case, the Company paid the Preferred Investor an origination fee of 2% of the aggregate purchase price. In each case, the issuance and sale of such shares to the Preferred Investor is exempt from registration pursuant to Section 4(a)(2) of the Securities Act. In each case, the Preferred Investor represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the shares are being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

On January 12, 2023, the Company issued to ADC LCR Hall of Fame Manager II, LLC (the “Second Preferred Investor”), a company affiliated with our director Stuart Lichter, 1,600 shares of the Company’s Series A Preferred Stock, at a price of $1,000 per share for an aggregate purchase price of $1,600,000. On January 23, 2023, the Company issued to Second Preferred Investor 800 shares of the Company’s Series A Preferred Stock, at a price of $1,000 per share for an aggregate purchase price of $800,000. In each case, the Company paid the Second Preferred Investor an origination fee of 2% of the aggregate purchase price. In each case, the issuance and sale of the shares to the Second Preferred Investor is exempt from registration pursuant to Section 4(a)(2) of the Securities Act. In each case, the Second Preferred Investor represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the shares are being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

The largest aggregate original issue date price outstanding since January 1, 2024, and the amount outstanding as of February 28, 2025, is $6,800,000. The largest aggregate original issue date price outstanding for fiscal year 2023 was $6,800,000. Dividends paid from January 1, 2024, through February, 2025, were $357,000. Dividends paid during fiscal year 2023 were $452,978.

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing

On January 11, 2024, the Fourth Amendment and Spreader was entered to secure indebtedness to CHCL and amend and spread the maximum principal indebtedness to Lender to include principal amounts of all the secured instruments and reflect the total principal indebtedness shall not exceed $66,003,899, exclusive of interest, taxes, legal fees and costs advanced for preservation of the property.

Touchdown Work Place, LLC Lease & First Amendment to Lease

On November 1, 2023, HOF Village CFE, LLC (“Landlord”) entered into a ten-year lease agreement with Touchdown Work Place, LLC (“Tenant”) to rent approximately twelve thousand three hundred and thirty-one (12,331) square feet with annual increases of two percent (2%) for years two (2) through ten (10) and an abatement for the first five (5) months of year one. On or about March 26, 2024, Landlord and Tenant negotiated a First Amendment to Lease Agreement to redefine the abatement period to six (6) months, waiver of the security deposit, and Landlord agreed to provide monthly rent invoices for the term of the lease. Stuart Lichter is a director of the Company and the Managing Member of Touchdown Work Place, LLC.

Omnibus Extension of Certain IRG-Related Debt Instruments

On April 7, 2024, the Company and HOF Village Newco, LLC (collectively “Borrower”) entered into a formal omnibus extension of certain debt instruments, effective March 31, 2024, with CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC and Midwest Lender Fund, LLC (collectively “Lenders”). The impacted agreements, dated effective November 7, 2022, include the (i) Joinder and First Amended and Restated Secured Cognovit Promissory Note payable to CHCL; (ii) Second Amended and Restated Secured Promissory Note payable to CHCL; (iii) Joinder and Second Amended and Restated Secured Cognovit Promissory Note payable to IRG, LLC; (iv) Secured Cognovit Promissory Note payable to JKP Financial, LLC (v) Joinder and Second Amended and Restated Secured Cognovit Promissory Note payable to JKP Financial, LLC; and (vi) Secured Cognovit Promissory Note payable to Midwest Lender Fund, LLC. Stuart Lichter, a director of the Company, is President of IRG, LLC and Midwest Lender Fund, LLC and a director of CHCL.

MKG DoubleTree Loan – Payment Guaranty

HOF Village Hotel II, LLC, a subsidiary of the Company, is party to a construction loan agreement, dated September 14, 2020 (as amended, the “MKG DoubleTree Loan Agreement”), with ErieBank, as amended by (i) First Amendment to Loan Documents, dated March 1, 2022, between HOF Village Hotel II, LLC, as borrower, and ErieBank, as lender, and Stuart Lichter, as guarantor; (ii) Second Amendment to Loan Documents, dated September 13, 2023, between HOF Village Hotel II, LLC, as borrower, and ErieBank, as lender, and Stuart Lichter, as guarantor; and (iii) Third Amendment to Loan Documents, dated October 10, 2023, between HOF Village Hotel II, LLC, as borrower, and ErieBank, as lender, and Stuart Lichter, as guarantor. HOF Village Hotel II, LLC’s obligations under the MKG DoubleTree Loan Agreement are secured by an Open-End Mortgage (Fee Simple and Leasehold), Assignment of Leases and Rents, and Security Agreement dated September 14, 2020, encumbering the hotel real property.

The principal amount outstanding on December 31, 2024 under the MKG DoubleTree Loan Agreement is $11,000,000. The loan bears interest at 10% per annum. The maturity date of the loan is September 13, 2028.

HOF Village Hotel II, LLC’s obligations under the MKG DoubleTree Loan Agreement are guaranteed by Stuart Lichter, our director, pursuant to a Guaranty of Payment dated September 14, 2020 (together with any amendments or modifications thereto, the “Payment Guaranty”).

The largest principal amount outstanding under the MKG DoubleTree Loan Agreement since January 1, 2024, and the amount outstanding as of February 28, 2025, is $11,000,000. The largest principal amount outstanding for fiscal year 2023 was $11,000,000. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $161,235 and $1,104,699, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $1,293,311, respectively.

Constellation Efficiency Made Easy (“EME”) Financing - Indemnity

On June 17, 2024, HOF Village Waterpark, LLC (“HOFV Waterpark”), a limited liability company and indirect wholly-owned subsidiary of the Company entered into a Customer Contract for EME Express Services Equipment Program (“Customer Contract”) with Constellation NewEnergy, Inc. (“Constellation”).

Pursuant to the Customer Contract, HOFV Waterpark secured $9,900,000.00 in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy efficient measures to finance construction of the waterpark as part of Phase II development. In conjunction with the Customer Contract, Welty Building Construction, Ltd. (“Welty”) agreed to sell and deliver certain materials and equipment purchased by HOF Village Waterpark. In addition, Welty will act as HOFV Waterpark’s agent pursuant to an Agency Agreement (“Agency Agreement”) and will hold the funds in escrow and facilitate compliance with the EME requirements in exchange for a success fee of one percent (1%) of the total of EME program funds. Constellation will invoice HOFV Waterpark in 60 monthly installments which will begin June of 2024 for $216,467.00 with a total cost to HOFV Waterpark of $12,988,020.00.

Pursuant to the Customer Contract, as security for repayment, HOFV Waterpark was required to secure a surety bond (“Guarantee Bond”). The Hanover Insurance Company, a corporation organized and existing under the laws of the State of New Hampshire (the “Surety”), provided a Guarantee Bond for the benefit of Constellation as adequate assurance of future performance in the amount of $9,900,000.00 with the penal sum stepping down annually provided no default has occurred.

The Hanover Insurance Company is indemnified by the Company, HOF Village Waterpark, LLC, Stuart Lichter, the CL 2019 Family Trust, and the Lichter 2019 Descendants Trust against any liability it may incur with respect to the Guarantee Bond. Mr. Lichter is a director of the Company.

The largest principal amount outstanding under this EME program since January 1, 2024, and the amount outstanding as of February 28, 2025, is $9,900,000. The largest principal amount outstanding for fiscal year 2023 was $0. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $1,155,836 and $792,367, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

Tax Increment Financing (“TIF”) Revenue Bonds – Guaranty of Developer Shortfall Payments

On February 2, 2023, the Company received proceeds from the issuance on such date by Stark County Port Authority (“Port Authority”) of $18,100,000 principal amount Tax Increment Financing (“TIF”) Revenue Bonds, Series 2023 (“2023 Bonds”). Of the $18,100,000 principal amount, approximately $6,767,543 was used to reimburse the Company for a portion of the cost of certain roadway improvements within the Hall of Fame Village grounds, approximately $8,628,502 was used to pay off the Development Finance Authority of Summit County (“DFA”) Revenue Bonds, Series 2018 ( “2018 Bonds”) that had been acquired by the Company in December 2022 pursuant to a previously disclosed arrangement (such that the Company received the payoff of the 2018 Bonds), approximately $1,169,916 was used to pay costs of issuance of the 2023 Bonds, and approximately $905,000 was used to fund a debt service reserve held by The Huntington National Bank (“2023 Bond Trustee”), as trustee for the 2023 Bonds. The maturity date of the 2023 Bonds is December 30, 2048. The interest rate on the 2023 Bonds is 6.375%. Interest payments are due on the 2023 Bonds semi-annually on June 30 and December 30 of each year, commencing June 30, 2023.

In connection with the issuance of the 2023 Bonds by the Port Authority, the Company transferred ownership of a portion of the roadway and related improvements within Hall of Fame Village grounds to the Port Authority. The Company maintains management rights and maintenance obligations with regard to such roadway pursuant to a Maintenance and Management Agreement among the Port Authority, the Company and the Company’s subsidiary, HOF Village Newco, LLC (“HOFV Newco”).

The 2023 Bonds will be repaid by the Port Authority from statutory service payments in lieu of taxes paid by the Company in connection with the Company’s Stadium, Youth Fields, Center for Excellence, Center for Performance, Retail I property, Retail II property, Play Action Plaza and an interior private roadway, net of the portion payable to Canton City School District and Plain Local School District and net of administrative fees of Stark County and the City of Canton, and from minimum service payments levied against those parcels excluding the Stadium and Youth Fields. Net statutory service payments are assigned by the City of Canton to the Port Authority for payment of the 2023 Bonds pursuant to a Cooperative Agreement among the Port Authority, City of Canton, the Company and HOFV Newco, and then pledged by the Port Authority to the 2023 Bond Trustee for payment of the 2023 Bonds pursuant to a Trust Indenture between the Port Authority and the 2023 Bond Trustee. Minimum service payments are a lien on the parcels under certain TIF declarations and supplements thereto, and are paid by the Company to the 2023 Bond Trustee.

The Company and HOFV Newco are required to make payments (“Developer Shortfall Payments”) to the extent the above described net statutory service payments and minimum service payments actually paid are not sufficient to pay the scheduled debt service on the 2023 Bonds, and entered into a guaranty of payment of minimum service payments under a Minimum Payment Guaranty until certain performance criteria (debt service coverage of 1.05x for the 2023 Bonds for three consecutive years) are met. In addition, a member of the Company’s board of directors, Stuart Lichter, individually and with his trust, guaranteed Developer Shortfall Payments until debt service coverage of 1.0x for the 2023 Bonds for three consecutive years are met.

To the extent statutory service payments and minimum service payments exceed the amounts required for debt service on the 2023 Bonds, the excess paid will first increase and/or restore the 2023 Bonds fund reserve to a maximum of 10% of the original principal amount of the 2023 Bonds (i.e. $1,810,000) and then to redeem the 2023 Bonds, with the amount paid applied to the principal balance of the 2023 Bonds. The 2023 Bonds fund reserve (initially 5% (i.e., $905,000) subject to increase up to 10%) mentioned above will be maintained to be used for payment of debt service and administrative fees if there are insufficient funds generated from the statutory service payments, minimum service payments and Developer Shortfall Payments, and, to the extent unused, make the final 2023 Bonds payment of debt service.

The largest principal amount outstanding under the TIF since January 1, 2024, and the amount outstanding as of February 28, 2025, is $18,100,000. The largest principal amount outstanding for fiscal year 2023 was $18,100,000. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $50,000 and $1,204,688, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $1,102,933, respectively.

IRG Canton Village Member, LLC – Proposal

On September 27, 224, our Board of Directors received a preliminary, nonbinding proposal (“Proposed Transaction”) from IRG Canton Village Member (“Buyer”) related to a proposed acquisition of by a to-be-formed affiliate of Buyer of all the outstanding shares of Common Stock not owned by Buyer, its affiliated entities and any potential co-investors in Buyer or its affiliates. In response to the Proposed Transaction, the Company’s Board of Directors formed a special committee made up of independent, disinterested directors (the “Special Committee”) to evaluate the proposal. The Special Committee retained a financial advisor and legal counsel to assist in its ongoing review and evaluation of the proposal. There is no guarantee that any proposal made by IRG regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all. The Company and the Special Committee do not intend to comment on or disclose further developments regarding the Special Committee’s consideration of the Proposed Transaction unless and until it deems further disclosure is appropriate or required.

Note & Security Agreement – CHCL Bridge

On January 24, 2025, the Borrowers entered into a Second Amendment to Note and Security Agreement (“Second Amendment”), with CHCL. CHCL is an affiliate of Stuart Lichter, a director of the Company.

On February 21, 2025, Borrowers entered into a Third Amendment to Note and Security Agreement (“Third Amendment”), with CHCL. The Third Amendment modifies the definition of “Facility Amount” in Section 1 of the original note and security agreement (as amended prior to the Third Amendment) to increase the facility amount from $4,150,000 to $5,150,000 allowing the Borrowers to request an additional $1,000,000 for general corporate purposes, subject to certain restrictions.

On March 18, 2025, the Company entered into a Fourth Amendment to Note and Security Agreement (“Fourth Amendment”), with CHCL. The Fourth Amendment modifies the definition of “Facility Amount” in Section 1 of the original note and security agreement to increase the facility amount from $5,150,000 to $6,500,000 allowing the Borrowers to request an additional $1,350,000 for general corporate purposes, subject to certain restrictions.

The largest principal amount outstanding under the Note & Security Agreement since January 1, 2024, and the amount outstanding as of February 28, 2025, is $4,469,695. The largest principal amount outstanding for fiscal year 2023 was $0. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. No principal or interest was paid in fiscal year 2023.

Assignment of JKP Financial, LLC Notes to CHCL

Hotel II Note and Split Note

On January 15, 2025, IRG Master Holdings, LLC, a Delaware limited liability company (“IRG Master Holdings”), an affiliate of our director Stuart Lichter, purchased from JKP Financial, LLC, a Delaware limited liability company (“Assignor”), for a purchase price equal to the outstanding principal amount plus accumulated and unpaid interest reduced by certain prior payments to JKP Financial, LLC:

(A)

the Secured Cognovit Promissory Note, dated as of June 19, 2020, issued by HOF Village, LLC, a Delaware limited liability company (“HOF Village”), and HOF Village Hotel II, LLC, a Delaware limited liability company (“HOF Village Hotel II”, and together with HOF Village, each a “Hotel II Borrower” and, together, the “Hotel II Borrowers”), to Assignor in the original amount of $9,097,203.95, as amended and supplemented by (i) that certain First Amendment to Secured Cognovit Promissory Note, dated as of December 1, 2020, by and between Hotel II Borrowers and Assignor, (ii) that certain Joinder and Second Amendment to Secured Cognovit Promissory Note, dated as of March 1, 2022, and (iii) that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, by and among Hotel II Borrowers, Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”) et. al., and Assignor (as so amended, and as may further be amended, modified, supplemented, or restated from time to time, the “Hotel II Note”). As of December 31, 2024, the outstanding principal amount of the Hotel II Note is $11,441,008.

The largest principal amount outstanding under the Hotel II Note since January 1, 2024, and the amount outstanding as of February 28, 2025, is $11,676,587. The largest principal amount outstanding for fiscal year 2023 was $9,982,554. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

(B)

the Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, issued by the Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC to Assignor in the original principal amount of $4,273,543.46 (as so amended, and as may further be amended, modified, supplemented or restated from time to time, the “Split Note”). As of December 31, 2024, the outstanding principal amount of the Split Note is 5,374,579.

The largest principal amount outstanding under the Split Note since January 1, 2024, and the amount outstanding as of February 28, 2025, is $5,485,246. The largest principal amount outstanding for fiscal year 2023 was $4,689,449. Principal and interest paid, as applicable, from January 1, 2024, through February 28, 2025, was $0 and $0, respectively. Principal and interest paid, as applicable, during fiscal year 2023 was $0 and $0, respectively.

On January 15, 2025 IRG Master Holdings, LLC assigned the Hotel II Note and the Split Note to CHCL. CHCL is an affiliate of Stuart Lichter, a director of the Company.

Item 14. Principal Accountant Fees and Services.

Audit and Related Fees

The following table sets forth the aggregate fees billed by Grant Thornton LLP (“GT”) for various professional services rendered during the 2024 fiscal year:

	2024		2023
Audit Fees(1)	$	482,703	$	453,033
Audit-Related Fees(2)		25,000		42,500
Tax Fees		-		-
All Other Fees		-		-
Total	$	507,703	$	495,533

(1)	Consists of services in connection with professional services for Form 10-K and Form 10-Qs filed by the Company.

(2)	Consists of services in connection with a comfort letters issued on April 8, 2024 and October 13, 2023.

Pre-Approval Policy

The Audit Committee’s charter requires Audit Committee to pre-approve all audit and permissible non-audit services provided by GT or any other registered public accounting firm engaged by the Company. The Audit Committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. The Audit Committee’s policy generally provides for pre-approval of audit, audit-related, tax and all other fees on an annual basis. Individual engagements anticipated to exceed pre-established thresholds must be separately approved.

In addition, the Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve permissible non-audit services performed by GT to assure that the provision of such services does not impair the auditor’s independence from the Company. The Chair of the Audit Committee is required to report any pre-approval decisions to the Audit Committee at its next meeting following the decision.

All of the services described above were approved by the Audit Committee.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Financial Statements

The consolidated financial statements of the Company for the fiscal years covered by this Annual Report are located on beginning on page F-1 of this Annual Report.

Exhibits

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
3.2		Certificate of Designations of 7.00% Series A Cumulative Redeemable Preferred Stock of Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on October 15, 2020)
3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on November 6, 2020)
3.4		Certificate of Designations of 7.00% Series B Convertible Preferred Stock of Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on May 14, 2021)
3.5		Certificate of Designations of 7.00% Series C Convertible Preferred Stock of Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 29, 2022)
3.6		Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on December 27, 2022)
3.7		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38363), filed with the Commission on August 12, 2021)
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
4.2		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
4.3		Form of Warrant Agreement (incorporated by reference to Exhibit 4.2 to Gordon Pointe Acquisition Corp.’s Current Report on Form 8-K (File No. 001-38363) filed with the Commission on January 30, 2018)
4.4		Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K (001-38363), filed with the Commission on November 19, 2020)
4.5		Warrant Agency Agreement, dated November 18, 2020, between Hall of Fame Resort & Entertainment Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (001-38363), filed with the Commission on November 19, 2020)
4.6		Warrant Agreement, dated as of July 1, 2020, by and among Hall of Fame Resort & Entertainment Company and purchasers party thereto (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-1 (File No. 333-256618) filed with the Commission on May 28, 2021)
4.7		Second Amended and Restated Series C Warrant (No. 2020 W-1), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)

4.8		Second Amended and Restated Series D Warrant (Series D No. W-1), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
4.9		Amended and Restated Series E Warrant (Series E No. W-1), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
4.10		Amended and Restated Series E Warrant (Series E No. W-2), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
4.11		Amended and Restated Series F Warrant (Series F No. W-1), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to JKP Financial, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
4.12		Amended and Restated Series F Warrant (Series F No. W-2), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to JKP Financial, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
4.13		Amended and Restated Series G Warrant, dated as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to Midwest Lender Fund, LLC (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
4.14		Warrant Agency Agreement, dated October 13, 2023, by and between Hall of Fame Resort & Entertainment Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
4.15		Warrant issued October 13, 2023, by Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
4.16*		Description of Registered Securities
10.1		Amended and Restated Global License Agreement, dated September 11, 2024, between HOF Village Newco, LLC and National Football Museum, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 17, 2024)
10.2		Director Nominating Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-252807) filed with the Commission on February 5, 2021)
10.3†		Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on June 12, 2023)
10.4†		Form of Restricted Stock Award Agreement under Hall of Fame Resort & Entertainment Company 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 (File No. 333-248851) filed with the Commission on September 16, 2020)

10.5†		Form of Restricted Stock Unit Award Agreement under Hall of Fame Resort & Entertainment Company 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8 (File No. 333-248851) filed with the Commission on September 16, 2020)
10.6†		Form of Non-Employee Director Restricted Stock Unit Award Agreement under Hall of Fame Resort & Entertainment Company 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.6 of the Company’s Registration Statement on Form S-8 (File No. 333-248851) filed with the Commission on September 16, 2020)
10.7†		Hall of Fame Resort & Entertainment Company 2023 Inducement Plan (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (File No. 333-270572) filed with the Commission on March 15, 2023)
10.8†		Form of Restricted Stock Unit Award under Hall of Fame Resort & Entertainment Company 2023 Inducement Plan (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 (File No. 333-270572) filed with the Commission on March 15, 2023)
10.9†		Amended and Restated Employment Agreement, dated November 22, 2022, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and Michael Crawford (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on November 23, 2022)
10.10†		Amendment to Amended and Restated Employment Agreement, effective May 1, 2023, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and Michael Crawford (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on April 20, 2023)
10.11†		Employment Agreement, dated February 14, 2022, by and between Benjamin Lee, HOF Village Newco, LLC and Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 10, 2022)
10.12†		Consulting Service Agreement, dated June 21, 2024, between HOF Village Newco, LLC and Tara Charnes, as consultant (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on June 21, 2024)
10.13†		Form of Retention Bonus Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on November 23, 2022)
10.14+		Note Purchase Agreement, dated July 1, 2020, by and among Hall of Fame Resort & Entertainment Company and certain funds managed by Magnetar Financial, LLC and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
10.15		Registration Rights Agreement, dated July 1, 2020, by and among Hall of Fame Resort & Entertainment Company and certain funds managed by Magnetar Financial, LLC and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
10.16		Note Redemption and Warrant Agreement, dated July 1, 2020, by and among Hall of Fame Resort & Entertainment Company and certain funds managed by Magnetar Financial, LLC and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)

10.17		Joinder and Second Amendment to Promissory Note, dated March 1, 2022, by and among HOF Village Newco, LLC, and HOF Village Hotel II, LLC, as the makers, Hall of Fame Resort & Entertainment Company, and JKP Financial, LLC, as holder (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on March 2, 2022)
10.18		Backup Joinder and First Amended and Restated Secured Cognovit Promissory Note, effective as of November 7, 2022, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, as makers, and JKP Financial, LLC, as holder (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
10.19		Letter Agreement re Payment Terms, dated June 25, 2020, by and among Industrial Realty Group, LLC, IRG Master Holdings, LLC, HOF Village, LLC and certain affiliates party thereto (incorporated by reference to Exhibit 10.12 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
10.20+		Amendment to Sponsorship and Services Agreement, dated June 15, 2020, by and among HOF Village, LLC, National Football Museum, Inc. and Constellation NewEnergy, Inc. (incorporated by reference to Exhibit 10.14 of the Company’s Form 8-K (001-38363), filed with the Commission on July 8, 2020)
10.21+		Term Loan Agreement, dated December 1, 2020, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and Aquarian Credit Funding LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on December 3, 2020)
10.22		Letter Agreement, dated as of December 1, 2020, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and IRG Master Holdings, LLC (incorporated by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1 (File No. 333-252807) filed with the Commission on February 5, 2021)
10.23		Amendment Number 1 to Term Loan Agreement, dated January 28, 2021, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.36 of the Company’s Post-Effective Amendment No. 3 to Form S-1 Registration Statement (File No. 333-249133), filed with the Commission on July 22, 2021)
10.24		Amendment Number 2 to Term Loan Agreement, dated February 15, 2021, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.37 of the Company’s Post-Effective Amendment No. 3 to Form S-1 Registration Statement (File No. 333-249133), filed with the Commission on July 22, 2021)
10.25		Amendment Number 3 to Term Loan Agreement, dated as of August 30, 2021 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 1, 2021)
10.26		Amendment Number 4 to Term Loan Agreement, dated as of August 30, 2021 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on September 1, 2021)

10.27		Amendment Number 5 to Term Loan Agreement, dated as of December 15, 2021 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on December 16, 2021)
10.28		Assignment of Loan and Loan Documents, dated as of March 1, 2022, by and among Aquarian Credit Funding LLC, as administrative agent, Investors Heritage Life Insurance Company (“IHLIC”), as a lender, and CH Capital Lending, LLC, as assignee (incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 14, 2022)
10.29		Amendment Number 6 to Term Loan Agreement, dated as of March 1, 2022, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 2, 2022)
10.30		Amendment Number 7 to Term Loan Agreement, dated as of August 5, 2022, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.9 of the Company’s Form S-3 Registration Statement (File No. 333-266750), filed with the Commission on August 10, 2022)
10.31		Amendment Number 8 to Term Loan Agreement, effective as of November 7, 2022, by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC, as borrower, in favor of CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K (File No. 001-38363), filed with the Commission on March 22, 2023)
10.32		Amendment Number 9 to Term Loan Agreement, dated December 8, 2023 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023)
10.33		Amendment Number 10 to Term Loan Agreement, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.34		Amendment Number 11 to Term Loan Agreement, dated January 17, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.35		Amendment Number 12 to Term Loan Agreement, dated February 1, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
10.36		Amendment Number 13 to Term Loan Agreement, dated February 28, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)

10.37		First Amendment to Lease Agreement, dated February 23, 2024, among HFAKOH001 LLC, as landlord, HOF Village Waterpark, LLC, as tenant, HOF Village Newco, LLC, as guarantor and HOF Village Stadium, LLC, as mortgagor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on February 29, 2024)
10.38		Second Amendment to Lease Agreement, dated February 29, 2024, among HFAKOH001 LLC, as landlord, HOF Village Waterpark, LLC, as tenant, HOF Village Newco, LLC, as guarantor and HOF Village Stadium, LLC, as mortgagor (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on February 29, 2024)
10.39		Third Amendment to Lease Agreement, dated May 10, 2024, among HFAKOH001 LLC, as landlord, HOF Village Waterpark, LLC, as tenant, HOF Village Newco, LLC, as guarantor and HOF Village Stadium, LLC, as mortgagor (incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on May 14, 2024)
10.40		Forbearance agreement, dated September 25, 2024, by and among HOF Village Waterpark, LLC, HOF Village Newco, LLC, HOF Village Stadium, LLC, and Hall of Fame Resort & Entertainment Company, and HFAKOH001 LLC (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 13, 2024)
10.41		Pledge and Security Agreement, dated February 23, 2024, between HOF Village Newco, LLC, as pledgor and HFAKOH001 LLC, as pledgee (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on February 29, 2024)
10.42		Series H Common Stock Purchase Warrant, dated February 23, 2024, by Hall of Fame Resort & Entertainment Company for the benefit of HFAKOH001 LLC, as holder (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on February 29, 2024)
10.43		Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated February 29, 2024, by HOF Village Newco, LLC, as mortgagor, for the benefit of HFAKOH001 LLC, as mortgagee (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on February 29, 2024)
10.44		Equity Distribution Agreement, dated September 30, 2021, by and among Hall of Fame Resort & Entertainment Company, Wedbush Securities Inc. and Maxim Group LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (001-38363), filed with the Commission on October 1, 2021)
10.45		Amendment No. 1 to Equity Distribution Agreement, dated October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, and Maxim Group LLC and Wedbush Securities Inc. (incorporated by reference to Exhibit 1.2 of the Company’s Form 8-K (001-38363), filed with the Commission on October 12, 2023)
10.46		Amendment No. 2 to Equity Distribution Agreement, dated April 8, 2024, by and among Hall of Fame Resort & Entertainment Company, and Maxim Group LLC and Wedbush Securities Inc. (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (001-38363), filed with the Commission on April 8, 2024)
10.47		Joinder and Second Amended and Restated Secured COGNOVIT Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC to IRG, LLC (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)

10.48		Joinder and Second Amended and Restated Secured COGNOVIT Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC to JKP Financial, LLC (incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
10.49		Loan Agreement, dated December 15, 2021, between HOF Village Center For Excellence, LLC, as borrower, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on December 16, 2021)
10.50		Promissory Note, dated December 15, 2021, issued by HOF Village Center for Excellence, LLC to ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on December 16, 2021)
10.51		Guaranty of Payment, dated December 15, 2021, by Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on December 16, 2021)
10.52		Energy Project Cooperative Agreement, dated December 15, 2021, among the City of Canton, Ohio, the Canton Regional Energy Special Improvement District, Inc., HOF Village Center For Excellence, LLC and Pace Equity, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on December 16, 2021)
10.53		Promissory Note, dated April 27, 2022, issued by HOF Village Center for Performance, LLC to Midwest Lender Fund, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on April 29, 2022)
10.54		Backup Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, and HOF Village Youth Fields, LLC to Midwest Lender Fund, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
10.55		Joinder and First Amended and Restated Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, and HOF Village Youth Fields, LLC to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.13 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)
10.56		Business Loan Agreement, dated June 16, 2022, between Hall of Fame Resort & Entertainment Company and Stark Community Foundation, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on June 17, 2022)
10.57		First Amendment to Business Loan Agreement, dated June 25, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on July 1, 2024)
10.58		Amended and Restated Promissory Note, dated June 25, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on July 1, 2024)

10.59		Energy Project Cooperative Agreement, dated June 29, 2022, among HOF Village Stadium, LLC, Canton Regional Energy Special Improvement District, Inc., SPH Canton St, LLC, and City of Canton, Ohio (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on August 11, 2022)
10.60		Business Loan Agreement, dated August 31, 2022, between Hall of Fame Resort & Entertainment Company and Stark County Port Authority (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 7, 2022)
10.61		Amendment to Business Loan Agreement, dated May 20, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark County Port Authority, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on May 24, 2024)
10.62		Business Loan Agreement, dated September 15, 2022, between Hall of Fame Resort & Entertainment Company and City of Canton, Ohio (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 16, 2022)
10.63		First Amendment to Business Loan Agreement, dated June 5, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and City of Canton, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on June 11, 2024)
10.64		Loan Agreement, dated September 27, 2022, among HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers, and The Huntington National Bank, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 29, 2022)
10.65		Promissory Note, dated September 27, 2022, issued by HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers, to The Huntington National Bank, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on September 29, 2022)10.63 Ground Lease, dated September 27, 2022, among TWAIN GL XXXVI, LLC, as landlord, and HOF Village Retail I, LLC and HOF Village Retail II, LLC, as tenants (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on September 29, 2022)
10.66		Guaranty Fee Letter Agreement, dated September 27, 2022, among Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC, HOF Village Retail II, LLC, Stuart Lichter, and Stuart Lichter, Trustee of the Stuart Lichter Trust u/t/d dated November 13, 2011 (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on September 29, 2022)
10.67		Assignment of Note, Security Instruments and Other Loan Documents, dated September 22, 2023, by The Huntington National Bank to and in favor of CH Capital Lending, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.68		First Amended and Restated Promissory Note, dated December 8, 2023 by 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 (incorporated by reference to Exhibit 10.90 of the Company’s Amendment No.1 to Annual Report on Form 10-K/A (001-38363), filed with the Commission on April 29, 2024)

10.69		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 borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on December 18, 2024)
10.70		Joinder and First Amendment to Loan Agreement, dated September 21, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.71		Second Amendment to Loan Agreement, dated October 6, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.72		Third Amendment to Loan Agreement, dated October 16, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.73		Fourth Amendment to Loan Agreement, dated November 21, 2023, among HOF Village Retail I, LLC, HOF Village Retail II, LLC and Hall of Fame Resort & Entertainment Company, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.68 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
10.74		Fifth Amendment to Loan Agreement, dated December 8, 2023 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 (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023)
10.75		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 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on December 18, 2024)
10.76		Payment Guaranty, dated October 19, 2022, by HOF Village Newco, LLC to and for the benefit of the Director of Development of the State of Ohio, and The Huntington National Bank, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on October 25, 2022)
10.77		Loan Agreement, dated October 1, 2022, among the Director of Development of the State of Ohio, the Stark County Port Authority, as borrower, and the HOF Village Center for Performance, LLC, as TDD bonds beneficiary (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on October 25, 2022)
10.78		Intercreditor and Subordination Agreement, dated October 1, 2022, by and among the Director of Development of the State of Ohio, acting on behalf of the State of Ohio, as junior lender; Midwest Lender Fund, LLC, as senior lender; and HOF Village Center for Performance, LLC, as borrower (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on October 25, 2022)

10.79		Purchase and Sale Agreement, dated November 7, 2022, between HFAKOH001 LLC as buyer and HOF Village Waterpark, LLC as seller (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.80		Ground Lease Agreement, dated November 7, 2022, between HFAKOH001 LLC as landlord and HOF Village Waterpark, LLC as tenant (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.81		Limited Recourse Carveout Guaranty, dated November 7, 2022, by HOF Village Newco, LLC as guarantor and HFAKOH001 LLC as landlord (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.82		Pledge and Security Agreement, dated November 7, 2022, by HOF Village Newco, LLC as pledgor and HFAKOH001 LLC as landlord (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.83		Post-Closing Matters Agreement, dated November 7, 2022, among HOF Village Waterpark, LLC, HOF Village Newco, LLC and HFAKOH001 LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.84		Purchase Option Agreement, dated November 7, 2022, between HFAKOH001 LLC and HOF Village Waterpark, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.85		Hotel Construction Loan Commitment Letter, signed November 3, 2022, among Industry Realty Group, Inc. as lender, Hall of Fame Resort & Entertainment Company as guarantor, and HOF Village Hotel WP, LLC as borrower (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.86		IRG Letter Agreement, dated November 7, 2022, between Industrial Realty Group, LLC and its various affiliates and related parties and Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K (001-38363), filed with the Commission on November 9, 2022)
10.87		Cooperative Tax Increment Financing Agreement, dated as of February 1, 2023, among Stark County Port Authority, the City of Canton, Ohio, Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, and is joined by HOF Village Stadium, LLC, HOF Village Youth Fields, LLC, HOF Village Center for Excellence, LLC, HOF Village Center for Performance, LLC, HOF Village Retail I, LLC, and HOF Village Retail II, LLC (incorporated by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 27, 2023)
10.88		Maintenance and Management Agreement (Stark Port Public Roadway), dated as of February 1, 2023, by and between the Stark County Port Authority and HOF Village Newco, LLC, and is joined by Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 10.72 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 27, 2023)
10.89		Minimum Payment Guaranty, dated as of February 2, 2023, by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, to the Stark County Port Authority and The Huntington National Bank (incorporated by reference to Exhibit 10.73 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 27, 2023)

10.90		Shortfall Payment Guaranty, dated as of February 2, 2023, by Stuart Lichter, as trustee of The Stuart Lichter Trust U/T/D dated November 13, 2011, and Stuart Lichter to the Stark County Port Authority and The Huntington National Bank (incorporated by reference to Exhibit 10.74 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 27, 2023)
10.91		Construction Loan Agreement, dated September 14, 2020 by and among HOF Village Hotel II, LLC, as borrower, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.92		Second Amendment to Loan Documents, dated September 13, 2023, by and among HOF Village Hotel II, LLC, as borrower, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender (incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.93		Third Amendment to Loan Documents, dated October 10, 2023, by and among HOF Village Hotel II, LLC, as borrower, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender (incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.94		Cooperative Agreement, dated October 1, 2023, among City of Canton, Ohio, the Canton Regional Energy Special Improvement District, Inc., HOF Village Hotel II, LLC and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.95		Cooperative Agreement, dated October 1, 2023, among Cleveland-Cuyahoga County Port Authority, City of Canton, Ohio, HOF Village Hotel II, LLC and The Huntington National Bank, as Trustee (incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.96		First Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated December 8, 2023 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.91 of the Company’s Amendment No.1 to Annual Report on Form 10-K/A (001-38363), filed with the Commission on April 29, 2024)
10.97		Fifth Amendment to and Spreader of Pledge and Security Agreement, dated December 8, 2023 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent/collateral agent and IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC, collectively secured parties (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023)
10.98		Third Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated December 8, 2023 by HOF Village Youth Fields, LLC, HOF Village Parking, LLC, HOF Village Newco, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent or secured party (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023)

10.99		Release, dated December 8, 2023 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, HOF Village Retail I, LLC, HOF Village Retail II, LLC, collectively as borrower and CH Capital Lending, LLC as administrative agent and lender (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023)
10.100		Membership Interest Purchase Agreement, dated as of December 22, 2023, among Sandlot Facilities, LLC, as purchaser, Sandlot Youth Sports Holdings, LLC, as purchaser guarantor, HOF Village Newco, LLC, as seller, and Hall of Fame Resort & Entertainment Company (incorporated by reference to Exhibit 10.95 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
10.101		Second Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.102		Sixth Amendment to and Spreader of Pledge and Security Agreement, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent/collateral agent and IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC, collectively secured parties (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.103		Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated January 11, 2024 by HOF Village Youth Fields, LLC, HOF Village Parking, LLC, HOF Village Newco, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent or secured party (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.104		Partial Release of Mortgage, dated January 11, 2024 by CH Capital Lending, LLC as administrative agent or secured party (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.105		Omnibus Release of Youth Fields Borrower from Certain Debt Instruments, dated January 11, 2024 by CH Capital Lending, LLC as administrative agent and IRG, LLC, JKP Financial, LLC and Midwest Lender Fund, LLC, collectively Lenders for the benefit of HOF Village Youth Fields, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.106		Third Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated January 17, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024)
10.107		Limited Waiver Agreement, dated October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, HOF Village Center for Performance, LLC, and CH Capital Lending, LLC, IRG, LLC and Midwest Lender Fund, LLC (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)

10.108		Limited Waiver Agreement, dated October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, HOF Village Center for Performance, LLC, HOF Village Hotel II, LLC, and JKP Financial, LLC (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023)
10.109		Modification Agreement, dated October 6, 2023, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, as borrowers and IRG, LLC, CH Capital Lending, LLC, Midwest Lender Funds, LLC, as lenders (incorporated by reference to Exhibit 10.104 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
10.110		Modification Agreement, dated October 6, 2023, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, as borrowers and JKP Financial, LLC, as lender (incorporated by reference to Exhibit 10.105 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
10.111		Security Agreement, dated November 21, 2023, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, as grantors, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.106 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
10.112		Omnibus Extension of Debt Instruments, dated April 7, 2024, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, as borrowers, and CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC as lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on April 8, 2024)
10.113		Business Loan Agreement, dated June 11, 2024 between the Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on June 11, 2024)
10.114		Promissory Note Modification Agreement, dated June 11, 2024, between HOF Village Hotel II, LLC, as borrower, and Stark Community Foundation, Inc., as lender (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (001-38363), filed with the Commission on June 11, 2024)
10.115		Customer Contract for the EME Express Services Equipment Program, dated June 17, 2024, between HOF Village Waterpark, LLC, as customer, and Constellation NewEnergy, Inc., as service provider (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on June 21, 2024)
10.116		Efficiency Made Easy Program Agency Agreement, dated June 17, 2024, between HOF Village Waterpark, LLC, as principal, and Welty Building Construction Ltd., as agent (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on June 21, 2024)
10.117		Note and Security Agreement, dated November 14, 2024, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on January 30, 2025)

10.118		First Amendment to Note & Security Agreement, dated January 10, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on January 30, 2025)
10.119		Second Amendment to Note & Security Agreement, dated January 24, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (001-38363), filed with the Commission on January 30, 2025)
10.120		Third Amendment to Note & Security Agreement, dated February 21, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.1of the Company’s Form 8-K (001-38363), filed with the Commission on February 27, 2025)
10.121		Fourth Amendment to Note & Security Agreement, dated March 18, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 21, 2025)
19.1*		Insider Trading Policy
21.1*		Subsidiaries
23.1*		Consent of independent registered public accountant.
31.1*		Certification of the Principal Executive and Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of the Principal Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32*		Certification of the Principal Executive and Financial Officer and Principal Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350
97.01		Executive Officer Compensation Recovery Policy (incorporated by reference to Exhibit 97.01 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

*	Filed herewith.
†	Management contract or compensatory plan or arrangement.

Item 16. Form 10–K Summary.

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
March 26, 2025

	By:	/s/ Michael Crawford
		Michael Crawford
		President and Chief Executive Officer (Principal Executive and Financial Officer)

Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Michael Crawford	Chief Executive Officer and Director	March 26, 2025
Michael Crawford	(Principal Executive and Financial Officer)

/s/ John Van Buiten	Vice President of Accounting/Corporate Controller	March 26, 2025
John Van Buiten	(Principal Accounting Officer)

/s/ Anthony J. Buzzelli	Director	March 26, 2025
Anthony J. Buzzelli

/s/ David Dennis	Director	March 26, 2025
David Dennis

/s/ Karl L. Holz	Director	March 26, 2025
Karl L. Holz

/s/ Stuart Lichter	Director	March 26, 2025
Stuart Lichter

/s/ Marcus Allen	Director	March 26, 2025
Marcus Allen

/s/ Mary Owen	Director	March 26, 2025
Mary Owen

/s/ Kimberly K. Schaefer	Director	March 26, 2025
Kimberly K. Schaefer

Hall of Fame Resort & Entertainment Company

Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Table of Contents

		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 248)		F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6

Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Hall of Fame Resort & Entertainment Company

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Hall of Fame Resort & Entertainment Company (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained recurring losses through December 31, 2024 and utilized cash from operations of $10.9 million during the year ended December 31, 2024. The Company has $109.5 million of debt due through December 31, 2025 and will need to raise additional financing to accomplish its development plans and fund its working capital. These conditions, along with other matters in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2023.

Cleveland, Ohio

March 26, 2025

F-2

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,
	2024			2023

Assets
Cash	$	432,174		$	3,243,353
Restricted cash		4,015,377			8,572,730
Equity method investments		2,228,074			-
Investments available for sale		2,433,000			2,000,000
Accounts receivable, net		1,520,166			1,108,460
Prepaid expenses and other assets		3,741,122			3,514,135
Property and equipment, net		334,709,643			344,378,835
Property and equipment held for sale		-			12,325,227
Right-of-use lease assets		7,221,756			7,387,693
Project development costs		10,404,499			59,366,200
Total assets	$	366,705,811		$	441,896,633

Liabilities and stockholders’ equity
Liabilities
Notes payable, net	$	245,747,816		$	219,532,941
Accounts payable and accrued expenses		18,898,521			21,825,540
Due to affiliate		2,910,827			1,293,874
Warrant liability		75,000			225,000
Financing liability		17,784,179			62,982,552
Lease liabilities		3,401,599			3,440,630
Other liabilities		5,656,410			5,858,682
Total liabilities		294,474,352			315,159,219

Commitments and contingencies (Note 6, 7, and 8)

Stockholders’ equity
Undesignated preferred stock, $0.0001 par value; 4,917,000 shares authorized; no shares issued or outstanding at December 31, 2024 and 2023		-			-
Series B convertible preferred stock, $0.0001 par value; 15,200 shares designated; 0 and 200 shares issued and outstanding at December 31, 2024 and 2023, respectively		-			-
Series C convertible preferred stock, $0.0001 par value; 15,000 shares designated; 15,000 shares issued and outstanding at December 31, 2024 and 2023; liquidation preference of $17,214,500 as of December 31, 2024		2			2
Common stock, $0.0001 par value; 300,000,000 shares authorized; 6,558,279 and 6,437,020 shares issued and outstanding at December 31, 2024 and 2023, respectively		655			643
Additional paid-in capital		346,756,157			344,335,489
Accumulated deficit		(273,561,929	)		(216,643,882	)
Total equity attributable to HOFRE		73,194,885			127,692,252
Non-controlling interest		(963,426	)		(954,838	)
Total equity		72,231,459			126,737,414
Total liabilities and stockholders’ equity	$	366,705,811		$	441,896,633

The accompanying notes are an integral part of these consolidated financial statements.

F-3

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2024			2023

Revenues
Sponsorships, net of activation costs	$	2,860,451		$	2,819,041
Event, rents, restaurant, and other revenues		11,461,897			13,855,169
Hotel revenues		6,883,585			7,455,463
Total revenues		21,205,933			24,129,673

Operating expenses
Operating expenses		27,883,661			43,171,407
Hotel operating expenses		5,981,485			6,491,625
Impairment expense		-			8,845,000
Depreciation expense		17,007,248			15,069,782
Total operating expenses		50,872,394			73,577,814

Loss from operations		(29,666,461	)		(49,448,141	)

Other income (expense)
Interest expense, net		(27,284,545	)		(18,763,838	)
Amortization of discount on note payable		(4,209,339	)		(3,589,858	)
Other income		516,857			4,117,141
Government grant		9,763,126			-
Change in fair value of warrant liability		150,000			686,000
Change in fair value of interest rate swap		-			163,850
Change in fair value of investments available for sale		433,000			(2,067,754	)
(Loss) gain on sale of asset		(174,589	)		148,796
Loss from equity method investments		(218,371	)		-
Loss on termination of financing liability		(5,168,550	)		-
Loss on extinguishment of debt		(3,763	)		-
Total other expense		(26,196,174	)		(19,305,663	)

Net loss	$	(55,862,635	)	$	(68,753,804	)

Preferred stock dividends		(1,064,000	)		(1,064,000	)
Loss attributable to non-controlling interest		8,588			72,265

Net loss attributable to HOFRE stockholders	$	(56,918,047	)	$	(69,745,539	)

Net loss per share, basic and diluted	$	(8.72	)	$	(11.97	)

Weighted average shares outstanding, basic and diluted		6,530,922			5,826,504

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

	Series B Convertible Preferred stock					Series C Convertible Preferred stock				Common Stock						Additional Paid-In			Retained Earnings (Accumulated			Total Equity Attributable to HOFRE			Non-controlling			Total Stockholders’
	Shares			Amount		Shares		Amount		Shares			Amount			Capital			Deficit)			Stockholders			Interest			Equity

Balance as of January 1, 2022		200		$	-		15,000	$	2		5,604,869		$	560		$	339,038,466		$	(146,898,343	)	$	192,140,685		$	(882,573	)	$	191,258,112

Stock-based compensation on RSU and restricted stock awards		-			-		-		-		-			-			2,756,849			-			2,756,849			-			2,756,849
Issuance of restricted stock awards		-			-		-		-		25,546			3			(3	)		-			-			-			-
Vesting of restricted stock units, net of 14,449 shares withheld for taxes		-			-		-		-		62,160			6			(6	)		-			-			-			-
Sale of shares under ATM		-			-		-		-		4,878			-			39,261			-			39,261			-			39,261
Common stock offering		-			-		-		-		750,000			75			2,500,921			-			2,500,996			-			2,500,996
Preferred stock dividends		-			-		-		-		-			-			-			(1,064,000	)		(1,064,000	)		-			(1,064,000	)
Cancellation of fractional shares		-			-		-		-		(10,433	)		(1	)		1			-			-			-			-
Net loss		-			-		-		-		-			-			-			(68,681,539	)		(68,681,539	)		(72,265	)		(68,753,804	)

Balance as of December 31, 2023		200		$	-		15,000	$	2		6,437,020		$	643		$	344,335,489		$	(216,643,882	)	$	127,692,252		$	(954,838	)	$	126,737,414

Stock-based compensation on RSU and restricted stock awards		-			-		-		-		-			-			641,252			-			641,252			-			641,252
Issuance of restricted stock awards		-			-		-		-		5,568			1			(1	)		-			-			-			-
Vesting of restricted stock units, net of 7,736 shares withheld for taxes		-			-		-		-		75,265			7			(7	)		-			-			-			-
Sale of shares under ATM		-			-		-		-		37,457			4			113,424			-			113,428			-			113,428
Automatic conversion of Series B to Common		(200	)		-		-		-		2,969			-			-			-			-			-			-
Preferred stock dividends		-			-		-		-		-			-			-			(1,064,000	)		(1,064,000	)		-			(1,064,000	)
Warrants issued for financing liability proceeds		-			-		-		-		-			-			1,666,000			-			1,666,000			-			1,666,000
Net loss		-			-		-		-		-			-			-			(55,854,047	)		(55,854,047	)		(8,588	)		(55,862,635	)
Balance as of December 31, 2024		-		$	-		15,000	$	2		6,558,279		$	655		$	346,756,157		$	(273,561,929	)	$	73,194,885		$	(963,426	)	$	72,231,459

The accompanying notes are an integral part of these consolidated financial statements.

F-5

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2024			2023
Cash Flows From Operating Activities
Net loss	$	(55,862,635	)	$	(68,753,804	)
Adjustments to reconcile net loss to cash flows used in operating activities
Depreciation expense		17,007,248			15,069,782
Amortization of note discount and deferred financing costs		4,209,339			3,577,034
Amortization of financing liability		6,524,616			6,914,176
Bad debt expense		158,239			244,143
Recognition of film costs		-			160,000
Impairment of sports fields and film costs		-			8,845,000
Interest income on investments held to maturity		-			(563,652	)
Interest paid in kind		12,183,984			6,671,400
Loss on extinguishment of debt		3,763			-
Loss (gain) on sale of asset		174,589			(148,796	)
Gain on outcome of arbitration		-			(4,117,141	)
Change in fair value of warrant liability		(150,000	)		(686,000	)
Change in fair value of interest rate swap		-			(163,850	)
Change in fair value of investments available for sale		(433,000	)		2,067,754
Loss from equity method investment		218,371			-
Stock-based compensation expense		641,252			2,756,849
Operating lease expense		492,091			520,831
Finance lease expense		12,140			-
Loss on termination of financing liability		5,168,550			-
Changes in operating assets and liabilities:
Accounts receivable		(599,705	)		(798,752	)
Prepaid expenses and other assets		346,022			(357,126	)
Accounts payable and accrued expenses		(2,138,665	)		2,026,036
Lease liability		(301,400	)		(319,056	)
Due to affiliates		1,616,953			438,389
Other liabilities		(186,722	)		(383,655	)
Net cash used in operating activities		(10,914,970	)		(27,000,438	)

Cash Flows From Investing Activities
Additions to project development costs and property and equipment		(16,395,806	)		(45,590,651	)
Proceeds from securities held to maturity		-			89,470,392
Proceeds from sale of sports complex		8,626,634			-
Proceeds from sale of property and equipment		1,502			241,691
Investment in securities held to maturity		-			(71,947,597	)
Net cash used in investing activities		(7,767,670	)		(27,826,165	)

Cash Flows From Financing Activities
Proceeds from notes payable		23,952,499			43,075,339
Repayments of notes payable		(14,468,598	)		(5,757,301	)
Payment of financing costs		(21,779	)		(2,226,310	)
Payment for repurchase of interest rate swap		-			(36,150	)
Payment of Series B dividends		-			(450,000	)
Proceeds from sale of common stock under ATM		113,428			39,261
Proceeds from financing liability		3,500,000			-
Proceeds from common stock offering		-			2,500,996
Payment on financing liability		(1,761,442	)		(4,019,531	)
Net cash provided by financing activities		11,314,108			33,126,304

Net decrease in cash and restricted cash		(7,368,532	)		(21,700,299	)

Cash and restricted cash, beginning of year		11,816,083			33,516,382

Cash and restricted cash, end of year	$	4,447,551		$	11,816,083

Cash	$	432,174		$	3,243,353
Restricted Cash		4,015,377			8,572,730
Total cash and restricted cash	$	4,447,551		$	11,816,083

The accompanying notes are an integral part of these consolidated financial statements.

F-6

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2024		2023
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	7,671,720	$	8,958,351
Cash paid for income taxes	$	-	$	-

Non-cash investing and financing activities
Project development cost acquired through accounts payable and accrued expenses, net	$	1,073,676	$	9,028,091
Reclassify amounts from capitalized development costs to property and equipment	$	5,923,659	$	127,453,617
Initial value of assets acquired under finance leases	$	81,981	$	-
Warrants issued in connection with financing liability	$	1,666,000	$	-
Accrued preferred stock dividends	$	1,064,000	$	614,000
Proceeds from sale of assets held in escrow	$	1,000,000	$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 1: Organization, Nature of Business, and Liquidity

Organization and Nature of Business

Hall of Fame Resort & Entertainment Company, a Delaware corporation (together with its subsidiaries, unless the context indicates otherwise, the “Company” or “HOFRE”), was incorporated in Delaware as GPAQ Acquisition Holdings, Inc., a wholly owned subsidiary of our legal predecessor, Gordon Pointe Acquisition Corp. (“GPAQ”), a special purpose acquisition company.

On July 1, 2020, the Company consummated a business combination with HOF Village, LLC, a Delaware limited liability company (“HOF Village”), pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as amended on November 6, 2019, March 10, 2020 and May 22, 2020, the “Merger Agreement”), by and among the Company, GPAQ, GPAQ Acquiror Merger Sub, Inc., a Delaware corporation (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), HOF Village and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”). The transactions contemplated by the Merger Agreement are referred to as the “Business Combination”.

The Company is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”). Headquartered in Canton, Ohio, the Company owns the DoubleTree by Hilton located in downtown Canton and the Hall of Fame Village, which is a multi-use sports, entertainment, and media destination centered around the PFHOF’s campus. The Company is pursuing a multi-pronged strategy across three business verticals, including destination-based assets, Hall of Fame Village, HOF Village Media Group, LLC (“Hall of Fame Village Media”), and gaming (“Gold Summit Gaming”).

The Company has entered into multiple agreements with PFHOF, Sports Complex Newco (as defined in Note 12), Twain GL XXXVI, LLC, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village sits, portions of which are owned by the Company and portions of which are net leased to the Company by other entities, government and quasi-governmental entities (see Note 9 for additional information). Under these agreements, the PFHOF and the lessor entities may be entitled to use portions of the Hall of Fame Village on a direct-cost basis.

F-8

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 1: Organization, Nature of Business, and Liquidity (continued)

Liquidity and Going Concern

The Company has sustained recurring losses through December 31, 2024 and the Company’s accumulated deficit was $273.6 million as of such date. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of December 31, 2024, the Company had approximately $0.4 million of unrestricted cash and $4.0 million of restricted cash. During the year ended December 31, 2024, the Company used cash for operating activities of $10.9 million. The Company has approximately $109.5 million of debt coming due through December 31, 2025.

On October 26, 2024, the Company received a notice of termination due to event of default on its waterpark ground lease. Under the waterpark ground lease, the notice of termination required that the Company immediately surrender the waterpark premises and related improvements to the landlord. The event of default under the Waterpark Ground Lease results in an event of default under certain of the Company’s loan agreements. Such loan agreements under which the Company is in default total approximately $81 million gross principal outstanding as of December 31, 2024. See Note 12 – Financing Liability – for more discussion of this termination. Given the Company’s financial position, the Company is in default or risks becoming in default under certain other loan agreements.

The Company 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. Cash flows generated from the Company’s operations are insufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its financial condition and operating results, or it may not be able to continue to fund or must significantly curtail its ongoing operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, including meeting its obligations as they come due for at least one year from the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

On September 27, 2024, the Company received a nonbinding proposal from IRG (as defined below) related to a proposed acquisition of HOFV by IRG. In response to the proposal, the Company’s Board of Directors formed a special committee made up of independent, disinterested directors (the “Special Committee”) to evaluate the proposal. The Special Committee and IRG are currently in discussions on this proposed acquisition.

F-9

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).

Consolidation

The consolidated financial statements include the accounts and activity of the Company and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise considerable influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated in consolidation.

The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to credit losses, depreciation, costs capitalized to project development costs, useful lives of long-lived assets, impairment, stock-based compensation, and fair value of financial instruments (including the fair value of the Company’s warrant liability). Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) that are not indexed to its own stock as liabilities at fair value on the balance sheet under U.S. GAAP. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such Common Stock warrants. At that time, the portion of the warrant liability related to such Common Stock warrants will be reclassified to additional paid-in capital.

F-10

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Property and Equipment and Project Development Costs

Property and equipment are recorded at historical cost and depreciated using the straight-line method over the estimated useful lives of the assets. During the construction period, the Company capitalizes all costs related to the development of the Hall of Fame Village. Project development costs include predevelopment costs, amortization of finance costs, real estate taxes, insurance, and other project costs incurred during the period of development. The capitalization of costs began during the preconstruction period, which the Company defines as activities that are necessary for the development of the project. The Company ceases cost capitalization when a portion of the project is held available for occupancy and placed into service. This usually occurs upon substantial completion of all costs necessary to bring a portion of the project to the condition needed for its intended use, but no later than one year from the completion of major construction activity. The Company will continue to capitalize only those costs associated with the portion still under construction. Capitalization will also cease if activities necessary for the development of the project have been suspended.

Impairment of Long-Lived Assets

The Company reviews its property and equipment, right-of-use lease assets, and projects under development for impairment whenever events or changes indicate that the carrying value of the long-lived assets may not be fully recoverable. In cases where the Company does not expect to recover its carrying costs, an impairment charge is recorded.

The Company measures and records impairment losses on its long-lived assets, including right-of-use lease assets, when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. Considerable judgment by management is necessary to estimate undiscounted future operating cash flows, and fair values and accordingly, actual results could vary significantly from such estimates. In December 2023, the Company entered into an agreement to sell a portion of its ForeverLawn Sports Complex. The Company considered this a triggering event for the purposes of evaluating for impairment. The purchase price of that transaction, which the Company used to measure the fair value of the assets, was less than the carrying value of those assets. Therefore, during the year ended December 31, 2023, the Company recorded an impairment loss of $7,700,000, which is included in “Impairment expense” on the Company’s consolidated statements of operations.

As of December 31, 2024, the Company prepared an undiscounted cash flow analysis to evaluate the recoverability of its long-lived assets and determined that no indication of impairment existed.

Cash and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents as of December 31, 2024 and 2023, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits.

Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances as of December 31, 2024 and 2023 were $4,015,377 and $8,572,730, respectively.

F-11

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Investments

The Company from time to time invests in debt and equity securities, including companies engaged in complementary businesses. All marketable equity and debt securities held by the Company are accounted for under “Accounting Standards Codification (“ASC”)” Topic 320, “Investments – Debt and Equity Securities.” The Company recognizes interest income on these securities ratably over their term utilizing the interest method.

As of December 31, 2024 and 2023, the Company also had $2,433,000 and $2,000,000, respectively, in investments available for sale, which are marked to market value at each reporting period.

Equity Method Investments

Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in equity method investment in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in “Loss from equity method investments” in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.

Accounts Receivable

Accounts receivable are generally amounts due under sponsorship and other agreements and are recorded at the invoiced amount. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or customer has missed a scheduled payment. Interest is not charged on delinquencies. As of January 1, 2023, the Company's accounts receivable balance was $1,811,143, which was net of an allowance for doubtful accounts of $5,575,700.

The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company reviews its accounts receivable on a case-by-case basis and writes off any accounts receivable for which collection efforts have been exhausted. As of December 31, 2024 and 2023, the Company has recorded an allowance for credit losses of $277,673 and $243,081, respectively.

Deferred Financing Costs

Costs incurred in obtaining financing are capitalized and amortized to additions in project development costs during the construction period over the term of the related loans, without regard for any extension options until the project or portion thereof is considered substantially complete. Upon substantial completion of the project or portion thereof, such costs are amortized as interest expense utilizing the effective interest method over the term of the related loan. Any unamortized costs are shown as an offset to “Notes Payable, net” on the accompanying consolidated balance sheets.

F-12

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Company follows the Financial Accounting Standards Board’s (“FASB”) ASC 606, Revenue with Contracts with Customers, to properly recognize revenue. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company generates revenues from various streams such as sponsorship agreements, rents, food & beverage, events (including admissions, concessions and parking), and hotel and restaurant operations. The sponsorship arrangements, in which the customer sponsors an asset or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying consolidated balance sheets. Refer to Note 6 for more details. Revenue for short-term rentals and events are recognized at the time the respective event or service has been performed. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date.

Restaurant revenue at Company-operated restaurants and concessions is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes.

F-13

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Income Taxes

The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.

The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of operating expenses on the Company’s consolidated statements of operations. There were no amounts incurred for penalties and interest for the years ended December 31, 2024 and 2023. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented.

The Company has identified its United States tax return and its state tax return in Ohio as its “major” tax jurisdictions, and such returns for the years 2021 through 2024 remain subject to examination.

F-14

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Stock–Based Compensation

The Company recognizes compensation expense for all equity-based payments in accordance with ASC 718 “Compensation – Stock Compensation.” Under fair value recognition provisions, the Company recognizes equity-based compensation net of an estimated forfeiture rate (based on historical expectations) and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

Restricted stock units and restricted stock awards are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 36-month period.

Performance stock units are also granted at the discretion of the Compensation Committee of the Board of Directors. These awards are restricted as to the transfer of ownership and vest upon achievement of performance criteria determined by the Compensation Committee.

Segments

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker (“CODM”) and are used in resource allocation and performance assessments. The Company’s CODM is considered to be the Company’s President, Chief Executive Officer, & Chairman of the Board of Directors. The Company is managed as a single operating segment.

Financial information and annual operational plans and forecasts are prepared and reviewed by the CODM at the consolidated level. The CODM assesses performance for the Company’s single reportable segment and decides how to allocate resources based on revenue, operating expenses, and net loss (see the Consolidated Statement of Operations). When making operational decisions, the CODM is indifferent to the results on the basis of asset location or other differentiation. The Company’s objective in making resource allocation decisions is to optimize the consolidated financial results.

Advertising

The Company expenses all advertising and marketing costs as they are incurred and records them as “Operating expenses” on the Company’s consolidated statements of operations. Total advertising and marketing costs for the years ended December 31, 2024 and 2023 were $281,784 and $697,010, respectively.

F-15

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Film and Media Costs

The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s consolidated balance sheets. The costs for each film or media will be expensed over the expected release period. During the years ended December 31, 2024 and 2023, the Company recorded $100,000 and $1,305,000 in film and media costs, respectively, including an impairment charge of $0 and $1,145,000, respectively. The impairment in film and media costs is included in “Impairment expense” on the Company’s consolidated statements of operations.

Fair Value Measurement

The Company follows FASB’s ASC 820–10, Fair Value Measurement, to measure the fair value of its financial instruments and non-financial instruments and to incorporate disclosures about fair value of its financial instruments. ASC 820–10 establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820–10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The three levels of fair value hierarchy defined by ASC 820–10-20 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments.

The carrying amount of the Company’s notes payable are considered to approximate their fair value based on the borrowing rates currently available to the Company for loans with similar terms and maturities.

F-16

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Fair Value Measurement (continued)

The Company uses the fair value hierarchy to measure the fair value of its warrant liabilities and investments available for sale. The Company revalues its financial instruments at every reporting period. The Company recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liability” in the consolidated statements of operations. The Company recognizes gains or losses on the change in fair value of the investments available for sale as “change in fair value of securities available for sale” in the consolidated statements of operations. The valuation of the investments available for sale was based on an option pricing model using market rate assumptions. The interest rate swap was terminated in 2023.

The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the consolidated balance sheets as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Level	December 31, 2024		December 31, 2023
Warrant liabilities – Public Series A Warrants	1	$	75,000	$	204,000
Warrant liabilities – Private Series A Warrants	3		-		-
Warrant liabilities – Series B Warrants	3		-		21,000
Fair value of aggregate warrant liabilities		$	75,000	$	225,000

Investments available for sale	3	$	2,433,000	$	2,000,000

The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A Warrants”) are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”) and the Series B Warrants issued in the Company’s November 2020 follow-on public offering, for which there is no current market for these securities, and the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded appropriately.

F-17

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Fair Value Measurement (continued)

Subsequent measurement

The following table presents the changes in fair value of the warrant liabilities:

	Public Series A Warrants			Private Series A Warrants		Series B Warrants			Total Warrant Liability
Fair value as of December 31, 2022	$	748,000		$	-	$	163,000		$	911,000

Change in fair value		(544,000	)		-		(142,000	)		(686,000	)

Fair value as of December 31, 2023	$	204,000		$	-	$	21,000		$	225,000

Change in fair value		(129,000	)		-		(21,000	)		(150,000	)

Fair value as of December 31, 2024	$	75,000		$	-	$	-		$	75,000

The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2024 and 2023 are as follows:

	December 31, 2024						December 31, 2023
		Private Series A Warrants			Series B Warrants			Private Series A Warrants			Series B Warrants
Term (years)		0.5			0.9			1.5			1.9
Stock price	$	1.30		$	1.30		$	3.25		$	3.25
Exercise price	$	253.11		$	30.81		$	253.11		$	30.81
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Expected volatility		99.70	%		82.40	%		88.37	%		85.42	%
Risk free interest rate		4.16	%		4.16	%		4.23	%		4.23	%

Number of shares		95,576			170,862			95,576			170,862

F-18

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies (continued)

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods.

Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive.

For the years ended December 31, 2024 and 2023, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive.

As of December 31, 2024 and 2023, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive.

	For the Years Ended December 31,
	2024		2023
Warrants to purchase shares of Common Stock		3,681,403		2,793,649
Unvested restricted stock units to be settled in shares of Common Stock		205,754		163,922
Shares of Common Stock issuable upon conversion of convertible notes		11,001,511		9,668,009
Shares of Common Stock issuable upon conversion of Series B Preferred Stock		-		2,971
Shares of Common Stock issuable upon conversion of Series C Preferred Stock		454,408		454,408
Total potentially dilutive securities		15,343,076		13,082,959

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU on January 1, 2024 and has included the enhanced disclosures within this Annual Report on Form 10-K.

In December 2023, the FASB issued ASU 2023-09, Income Taxes, requiring more granular disclosure of the components of income taxes. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

Note 3: Property and Equipment

Property and equipment, net, including property and equipment held for sale consists of the following:

	Useful Life	December 31, 2024			December 31, 2023
Land	Indefinite	$	27,651,699		$	27,651,699
Land improvements	25 years		33,571,252			48,478,397
Building and improvements	15 to 39 years		350,625,605			344,006,337
Equipment	5 to 10 years		10,856,330			13,314,547
Property and equipment, gross			422,704,886			433,450,980

Less: accumulated depreciation			(87,995,243	)		(76,746,918	)
Property and equipment, net, including property and equipment held for sale		$	334,709,643		$	356,704,062

Project development costs		$	10,404,499		$	59,366,200

On January 11, 2024, pursuant to a membership purchase agreement dated December 22, 2023, the Company sold an 80% interest in its ForeverLawn Sports Complex. These assets qualified as “held for sale” under ASC 360 as of December 31, 2023. Therefore, the Company included the property and equipment anticipated to be sold, in the amount of $12,325,227 as “Property and equipment held for sale” on the Company’s consolidated balance sheets as of December 31, 2023.

F-19

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 3: Property and Equipment (continued)

For the years ended December 31, 2024 and 2023, the Company recorded depreciation expense of $17,007,248 and $15,069,782, respectively. For the years ended December 31, 2024 and 2023, the Company incurred $16,395,806 and $47,985,893 of capitalized project development costs, respectively. Included in those amounts are $0 and $3,230,461, respectively, in capitalized interest.

For the years ended December 31, 2024 and 2023, the Company transferred $5,923,659 and $127,453,617 from Project development costs to Property and equipment, respectively.

Included in project development costs are film development costs of $100,000 and $200,000 as of December 31, 2024 and 2023, respectively.

Note 4: Notes Payable, net

Notes payable, net consisted of the following at December 31, 2024(1):

			Debt discount and deferred financing					Interest Rate						Maturity
	Gross		costs			Net		Stated			Effective			Date
Preferred equity Loan(2)	$	6,800,000	$	-		$	6,800,000		7.00	%		7.00	%	Various
City of Canton Loan(7)		3,312,500		-			3,312,500		5.00	%		5.00	%	7/1/2046
New Market/SCF(7)		3,180,654		-			3,180,654		6.00	%		6.00	%	6/30/2044
JKP Capital Loan(5)		11,441,008		(26,998	)		11,414,010		12.50	%		12.50	%	3/31/2025
MKG DoubleTree Loan		11,000,000		-			11,000,000		8.45	%		8.45	%	9/13/2028
Convertible PIPE Notes		32,318,575		(991,892	)		31,326,683		10.00	%		24.40	%	3/31/2025
Canton Cooperative Agreement		2,355,000		(154,270	)		2,200,730		3.85	%		5.35	%	5/15/2040
CH Capital Loan(4)(5)		16,339,523		(147,709	)		16,191,814		12.50	%		12.50	%	3/31/2025
Constellation EME #2(3)		579,200		-			579,200		5.93	%		5.93	%	4/30/2026
IRG Split Note(5)		5,374,579		(12,723	)		5,361,856		12.50	%		12.50	%	3/31/2025
JKP Split Note(5)		5,374,579		(12,723	)		5,361,856		12.50	%		12.50	%	3/31/2025
ErieBank Loan(6)		19,912,364		(401,588	)		19,510,776		7.13	%		7.13	%	6/15/2034
PACE Equity Loan		7,948,375		(227,189	)		7,721,186		6.05	%		6.18	%	7/31/2047
PACE Equity CFP		3,570,926		(147,773	)		3,423,153		6.05	%		6.10	%	12/1/2046
CFP Loan(5)		5,030,559		(11,908	)		5,018,651		12.50	%		12.50	%	3/31/2025
Stark County Community Foundation(7)		5,451,667		-			5,451,667		6.00	%		6.00	%	6/30/2044
CH Capital Bridge Loan(5)		13,202,903		(33,940	)		13,168,963		12.50	%		12.50	%	3/31/2025
Stadium PACE Loan		32,798,696		(773,247	)		32,025,449		6.00	%		6.51	%	1/1/2049
Stark County Infrastructure Loan(7)		5,520,383		-			5,520,383		6.00	%		6.00	%	6/30/2044
City of Canton Infrastructure Loan(7)		5,000,000		(8,429	)		4,991,571		5.00	%		5.00	%	7/1/2046
TDD Bonds		7,185,000		(640,151	)		6,544,849		5.41	%		5.78	%	12/1/2046
TIF		18,025,000		(1,372,351	)		16,652,649		6.375	%		6.71	%	12/30/2048
CH Capital Retail		11,556,245		-			11,556,245		12.5	%		12.5	%	12/4/2025
DoubleTree TDD		3,445,000		(653,942	)		2,791,058		6.875	%		8.53	%	5/15/2044
DoubleTree PACE		2,675,000		-			2,675,000		6.625	%		6.625	%	5/15/2040
Constellation EME #3(3)		9,010,681		-			9,010,681		11.2	%		11.2	%	6/30/2029
SCF Loan		1,500,000		-			1,500,000		6.00	%		6.00	%	6/30/2025
CH Capital 2024 Loan		1,456,232		-			1,456,232		12.00	%		12.00	%	3/31/2025
Total	$	251,364,649	$	(5,616,833	)	$	245,747,816

F-20

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

Notes payable, net consisted of the following at December 31, 2023(1):

	Gross		Debt discount and deferred financing costs			Net
Preferred equity Loan(2)	$	6,800,000	$	-		$	6,800,000
City of Canton Loan(7)		3,387,500		(4,155	)		3,383,345
New Market/SCF(7)		2,999,989		-			2,999,989
JKP Capital Loan(5)		9,982,554		-			9,982,554
MKG DoubleTree Loan		11,000,000		-			11,000,000
Convertible PIPE Notes		29,279,034		(4,721,488	)		24,557,546
Canton Cooperative Agreement		2,520,000		(161,400	)		2,358,600
CH Capital Loan(4)(5)		14,278,565		-			14,278,565
Constellation EME #2(3)		2,543,032		-			2,543,032
IRG Split Note(5)		4,689,449		-			4,689,449
JKP Split Note(5)		4,689,449		-			4,689,449
ErieBank Loan(6)		19,888,626		(470,357	)		19,418,269
PACE Equity Loan		8,104,871		(268,042	)		7,836,829
PACE Equity CFP		2,984,572		(24,878	)		2,959,694
CFP Loan(5)		4,389,284		-			4,389,284
Stark County Community Foundation(7)		5,000,000		-			5,000,000
CH Capital Bridge Loan(5)		11,426,309		-			11,426,309
Stadium PACE Loan		33,387,844		(1,123,635	)		32,264,209
Stark County Infrastructure Loan(7)		5,000,000		-			5,000,000
City of Canton Infrastructure Loan(7)		5,000,000		(10,047	)		4,989,953
TDD Bonds		7,345,000		(654,905	)		6,690,095
TIF		18,100,000		(1,544,466	)		16,555,534
CH Capital Retail		10,183,932		-			10,183,932
DoubleTree TDD		3,445,000		(668,696	)		2,776,304
DoubleTree PACE		2,760,000		-			2,760,000
Total	$	229,185,010	$	(9,652,069	)	$	219,532,941

F-21

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

During the years ended December 31, 2024 and 2023, the Company recorded amortization of note discounts and deferred financing costs of $4,209,339 and $3,589,858, respectively.

During years ended December 31, 2024 and 2023, the Company recorded paid-in-kind interest of $12,183,984 and $6,671,400, respectively.

See below footnotes for the Company’s notes payable:

	(1)	The Company’s notes payable are subject to certain customary financial and non-financial covenants. As of December 31, 2024, the Company believes that it was in compliance with all of its notes payable covenants. However, some loan holders may have a right to declare default based on the termination of the Company’s waterpark ground lease. Many of the Company’s notes payable are secured by the Company’s developed and undeveloped land and other assets.

	(2)	The Company had 6,800 and 6,800 shares of Series A Preferred Stock outstanding and 52,800 shares of Series A Preferred Stock authorized as of December 31, 2024 and December 31, 2023, respectively. The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance.

	(3)	The Company also has a sponsorship agreement with Constellation New Energy, Inc., the lender of the Constellation EME #2 and #3 notes.

	(4)	During the three months ended March 31, 2024, the Company entered into multiple amendments of its CH Capital Loan. See discussion below.

	(5)	On April 7, 2024, the Company entered into an omnibus extension of multiple of its IRG and IRG-affiliated loans. See discussion below.

	(6)	On March 15, 2024, ErieBank agreed to release certain of its pledged restricted cash. See discussion below.

(7)

During the three months ended June 30, 2024, the Company amended these loan agreements. See discussions below.

F-22

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

Accrued Interest on Notes Payable

As of December 31, 2024 and 2023, accrued interest on notes payable, were as follows:

	December 31, 2024		December 31, 2023
Preferred Equity Loan	$	5,930	$	5,930
City of Canton Loan		-		5,925
New Market/SCF		100,191		-
MKG DoubleTree Loan		79,674		80,144
Canton Cooperative Agreement		39,870		92,926
CH Capital Loan		4,708		4,713
ErieBank Loan		142,929		178,893
PACE Equity Loan		95,209		204,569
CFP Loan		6,672		6,672
Stark County Community Foundation		171,727		-
Stadium PACE Loan		-		166,939
Stark County Infrastructure Loan		207,014		-
DoubleTree PACE		104,317		15,238
DoubleTree TDD		19,738		42,764
SCF Loan		51,133		-
Total	$	1,029,112	$	804,713

The amounts above were included in “accounts payable and accrued expenses” on the Company’s consolidated balance sheets.

F-23

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

City of Canton Loan

On June 5, 2024, the Company entered into an amendment to the City of Canton Loan. Pursuant to the amendment, which modifies the original instrument dated December 30, 2019, the parties agreed: (i) to modify the original maturity date from July 1, 2027 to July 1, 2046; and (ii) amend the repayment dates as follows (a) no interest shall accrue for two years, from May 28, 2024 through June 30, 2026, (b) commencing on July 1, 2026, the outstanding principal balance will bear interest at the increased rate of 5% per annum, and (c) commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, April, July and October of each year thereafter, the Company shall pay quarterly principal and interest payments until the maturity date when all other amounts due and owing to Lender will be due.

This loan modification was accounted for as an extinguishment of debt with a new debt issuance. The Company recognized a loss of $3,763 during the year ended December 31, 2024, representing the difference between the fair value of the modified instrument and the carrying value of the existing instrument.

New Market/Stark Community Foundation (“SCF”) Loan

On June 25, 2024, the Company entered into an amendment to New Markert/SCF loan agreement. Pursuant to the amendment, which modifies the original business loan agreement dated December 30, 2019, the parties agreed: (i) to extend the original maturity date from December 30, 2024 to June 30, 2044; (ii) the principal balance is increased from $3,000,000 to $3,180,654, reflecting the addition of accrued and unpaid interest; and (iii) amended the repayment schedule as follows: (a) commencing on June 25, 2024, and continuing for approximately two and one-half years, until December 31, 2026, the outstanding principal balance will bear interest at 6% per annum, and the Company will not make interest or principal payments, and (b) commencing on December 31, 2026 and continuing annually on December 31 of each year thereafter, the Company will make annual principal and interest payments until the maturity date, June 30, 2044, when all other amounts due and owing to Hotel Lender are due.

This loan modification was considered a troubled debt restructuring, and all modifications were recognized prospectively as of the date of modification and no gain or loss was recognized.

F-24

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

CH Capital Term Loan

On January 11, 2024, the Company amended its Term Loan Agreement with CHCL in order to reflect the repayment of a portion of principal out of the proceeds from the sale of the Sports Complex business. The Promissory Note was amended to reflect the change to the outstanding principal balance.

On January 17, 2024, the Company amended its Term Loan Agreement with CHCL to document a $2,200,000 advance to Borrower resulting in an increase of the principal amount of the loan to $12,751,934. The Promissory Note was amended to reflect the increase of the outstanding principal balance.

On February 1, 2024, the Company amended its Term Loan Agreement with CHCL to document an $800,000 advance to Borrower. To the extent monetary references in prior amendments to the underlying Note and Loan Agreement are inconsistent with monetary references in this amendment, Borrower and Lender agreed such references in prior amendments are the result of minor computational error plus the addition of accrued interest through January 31, 2024. The Promissory Note was amended to reflect the increase of the outstanding principal balance.

On February 28, 2024, the Company amended its Term Loan Agreement with CHCL to document a $726,634 advance to Borrower resulting in an increase of the principal amount of the loan to $14,417,076. The Promissory Note was amended to reflect the increase of the outstanding principal balance.

On November 11, 2024, CHCL agreed to provide up to $2 million in interim financing to HOFV in the form of a short term note payable.

IRG Loan Amendments

On January 30, 2024, the Company provided timely notice of its intention to exercise the option to extend the maturity date of the IRG Debt Instruments. On April 7, 2024, the Company entered into a formal omnibus extension of certain debt instruments, effective March 31, 2024 (“Omnibus Extension”) with CHCL, IRG, LLC, a Nevada limited liability company (“IRGLLC”), JKP Financial, LLC, a Delaware limited liability company (“JKP”), and Midwest Lender Fund, LLC, a Delaware limited liability company (“MLF” individually; IRGLLC, CHCL, JKP, and MLF referred to collectively as “Lenders”). The impacted agreements include the following, as amended from time to time (collectively, “IRG Debt Instruments”):

	-	CH Capital Loan

	-	IRG Split Note

	-	JKP Split Note

	-	JKP Capital Loan

CFP Note

Stuart Lichter, a director of the Company, is President of IRGLLC and MLF and a director of CHCL.

F-25

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

IRG Loan Amendments (continued)

On April 7, 2024, the Company and HOF Village Newco, LLC (collectively “Borrower”) entered into a formal omnibus extension of certain debt instruments, effective March 31, 2024, with CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC and Midwest Lender Fund, LLC (collectively “Lenders”). Borrower and Lenders agreed to extend the maturity date from March 31, 2024 to March 31, 2025. The impacted agreements, dated effective November 7, 2022, include the (i) Joinder and First Amended and Restated Secured Cognovit Promissory Note payable to CHCL; (ii) Second Amended and Restated Secured Promissory Note payable to CHCL; (iii) Joinder and Second Amended and Restated Secured Cognovit Promissory Note payable to IRG, LLC; (iv) Secured Cognovit Promissory Note payable to JKP Financial, LLC (v) Joinder and Second Amended and Restated Secured Cognovit Promissory Note payable to JKP Financial, LLC; and (vi) Secured Cognovit Promissory Note payable to Midwest Lender Fund, LLC.

ErieBank Release of Cash Pledge

On December 15, 2021, the HOF Village Center for Excellence, LLC (“HOFV CFE”), a wholly-owned subsidiary of the Company, entered into a Loan Agreement with ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation (“ErieBank”), pursuant to which HOFV CFE borrowed $22,040,000 (“ErieBank Loan”) in conjunction with the construction of the Center for Excellence. Pursuant to the terms of the ErieBank Loan, ErieBank held back a portion of the loan proceeds pending HOFV CFE’s satisfaction of certain disbursement conditions.

On March 15, 2024, ErieBank agreed to release a portion of the held back amount to HOFV CFE with $1,830,000 being released to HOFV CFE for its use in the ongoing construction of the waterpark project and $2,000,000 being applied to reduce the underlying loan commitment from $22,040,000 to $20,040,000. In addition, the parties agreed to convert the loan from interest-only payments to a term loan as of June 15, 2024. The fixed rate will be based on the five-year Federal Home Loan Bank of Pittsburgh rate plus 2.65% per annum pursuant to the existing loan documents.

On October 10, 2024, ErieBank released an additional $943,864 of the held back portion of the loan proceeds to HOFV CFE for general development.

F-26

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

Stark County Community Foundation

On June 25, 2024, the Company, entered into a First Amendment to Business Loan Agreement (“Infrastructure First Amendment”) and an Amended and Restated Promissory Note (“A&R Infrastructure Note”) with Stark Community Foundation, Inc.

Pursuant to the Infrastructure First Amendment, which modifies the original business loan agreement dated June 16, 2022, the parties agreed: (i) to extend the original maturity date from May 31, 2029 to June 30, 2044; (ii) the principal balance is increased from $5,000,000 to $5,451,667, reflecting the addition of accrued and unpaid interest; and (iii) pursuant to the A&R Infrastructure Note, the Company agreed to repay as follows: (a) commencing on June 25, 2024, and continuing for approximately two and one-half years, until December 31, 2026, the outstanding principal balance will bear interest at 6% per annum, which interest rate is unchanged from the original note, and the Company will not make interest or principal payments, and (b) commencing on December 31, 2026 and continuing annually on December 31 of each year thereafter, the Company will make annual principal and interest payments until the maturity date, June 30, 2044, when all other amounts due and owing to Infrastructure Lender are due.

This loan modification was treated as an extinguishment of debt. However, given that the fair value of the modified instrument was the same as of the carrying value of the original instrument, no gain or loss was recognized.

Stark County Infrastructure Loan

On May 20, 2024, the Company entered into an amendment to its Stark County Infrastructure Loan. Pursuant to the amendment, which modifies the original instrument dated August 31, 2022, the parties agreed: (i) to modify the original maturity date from August 30, 2029 to June 30, 2044; (ii) the lender will provide additional funds to the Company totaling $520,383; (iii) the original principal balance will be increased from $5,000,000 to $5,520,383; and (iv) the repayment schedule is amended as follows (a) interest will be capitalized and compounded annually for two years, from May 20, 2024 through May 20, 2026, (b) quarterly interest only payments for five years, from June 30, 2026 through June 30, 2031, with subsequent interest payments due the last day of each March, June, September and December, (c) quarterly principal and interest payments until the maturity date when all other amounts due and owing to Lender are due. In addition, in the event of a substantial change in ownership, defined as more than 50% of the outstanding ownership and control of the Company, the lender may, at its option, declare all sums owed to the lender immediately due and payable.

This loan amendment was treated as a modification of debt with no gain or loss recognized.

F-27

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 4: Notes Payable, net (continued)

City of Canton Infrastructure Loan

On June 5, 2024, the Company entered into an amendment to its City of Canton Infrastructure Loan. Pursuant to the amendment, which modifies the original instrument dated September 15, 2022, the parties agreed: (i) to modify the original maturity date from June 30, 2029 to July 1, 2046; and (ii) the repayment schedule was modified as follows (a) no interest shall accrue for two years, from May 28, 2024 through June 30, 2026, (b) commencing on July 1, 2026, the outstanding principal balance will bear interest at the reduced rate of 5% per annum, compounded quarterly, and (c) commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, April, July and October of each year thereafter, the Company shall pay quarterly principal and interest payments until the maturity date when all other amounts due and owing to the lender will be due.

This loan modification was considered a troubled debt restructuring, and all modifications were recognized prospectively as of the date of modification and no gain or loss was recognized.

SCF Loan

On June 11, 2024, the Company entered into a loan agreement with the Stark Community Foundation, Inc., an Ohio not-for-profit corporation (“SCF”). Pursuant to the SCF Loan, SCF provided a term loan to the Company in the principal amount of $1,500,000. The maturity date of the SCF Loan is June 30, 2025. The interest rate is 6% per annum. With respect to repayment, the entire outstanding principal balance, all accrued interest and all other amounts that may be due and owing to SCF Lender shall be due upon maturity.

Constellation Energy Made Easy Agreement (EME #3)

On July 1, 2024, the Company received approximately $9.9 million from Constellation’s Energy Made Easy program for the Company’s Gameday Bay Waterpark. The Company will repay this amount to Constellation over five years with 60 monthly principal and interest payments of $216,467.

Future Minimum Principal Payments

The minimum required principal payments on notes payable outstanding as of December 31, 2024 are as follows:

For the years ending December 31,	Amount
2025	$	109,533,630
2026		5,904,740
2027		7,757,437
2028		14,596,832
2029		3,818,096
Thereafter		109,753,914
Total Gross Principal Payments	$	251,364,649

Less: Debt discount and deferred financing costs		(5,616,833	)

Total Net Principal Payments	$	245,747,816

F-28

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 5: Stockholders’ Equity

2020 Omnibus Incentive Plan

On July 1, 2020, the Company’s omnibus incentive plan (the “2020 Omnibus Incentive Plan”) became effective immediately. The 2020 Omnibus Incentive Plan was previously approved by the Company’s stockholders and Board of Directors. Subject to adjustment, the maximum number of shares of Common Stock authorized for issuance under the 2020 Omnibus Incentive Plan was 82,397 shares. On June 2, 2021, the Company held its 2021 Annual Meeting whereby the Company’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan to increase by 181,818 the number of shares of Common Stock, that will be available for issuance under the 2020 Omnibus Incentive Plan. On June 7, 2023, the Company’s stockholders further approved an amendment to increase by 275,000 the number of shares available under the 2020 Omnibus Incentive Plan. As of December 31, 2024, 111,092 shares remained available for issuance under the 2020 Omnibus Incentive Plan.

Hall of Fame Resort & Entertainment Company 2023 Inducement Plan

On January 24, 2023, the Company’s board of directors adopted the Hall of Fame Resort & Entertainment Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan is not subject to stockholder approval. The aggregate number of shares of Common Stock that may be issued or transferred pursuant to awards covered by the Inducement Plan (including existing inducement awards amended to be subject to the Inducement Plan) is 110,000. Awards covered by the Inducement Plan include only inducement grants under Nasdaq Listing Rule 5635(c)(4). As of December 31, 2024, 61,356 shares remained available for issuance under the Inducement Plan.

Equity Distribution Agreement

On September 30, 2021, the Company entered into an Equity Distribution Agreement with Wedbush Securities Inc. and Maxim Group LLC with respect to an at-the-market offering program under which the Company may, from time to time, offer and sell shares of the Company’s Common Stock having an aggregate offering price of up to $50,000,000 (as of September 30, 2023).

On October 10, 2023, the Company reduced the amount of shares of its Common Stock that could be issued and sold pursuant to its “at-the-market” program (“ATM”) with Wedbush Securities Inc. and Maxim Group LLC, as agents (the “Agents”), to an amount equal to $39,016,766. The reduction in the amount of shares that can be issued and sold under the ATM was effected pursuant to the Amendment No. 1 to Equity Distribution Agreement, which amended the Company’s Equity Distribution Agreement with the Agents, dated September 30, 2021 (the “Equity Distribution Agreement”), to reduce the aggregate offering price under the Equity Distribution Agreement from $50,000,000 to $39,016,766.

The Underwriting Agreement requires that we not issue any shares of our Common Stock for 90 days after October 11, 2023, subject to certain exceptions, and as a result, we have suspended sales pursuant to our ATM under our Equity Distribution Agreement during such period.

On April 8, 2024, the Company and the Agents entered into an Amendment No. 2 to the Equity Distribution Agreement, which was effective immediately and increased the compensation to which the Agents are entitled from up to 2.0% to up to 4.0% of the aggregate gross offering proceeds of the shares of Common Stock sold pursuant to the equity distribution agreement.

During the years ended December 31, 2024 and 2023, the Company received net proceeds of $113,428 and $39,261, respectively, under the Equity Distribution Agreement. On September 14, 2024 the registration statement on Form S-3 expired and the Company was no longer eligible to sell shares under the ATM.

F-29

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 5: Stockholders’ Equity (continued)

Issuance of Restricted Stock Awards

The Company’s activity in restricted Common Stock was as follows for the year ended December 31, 2024:

	Number of shares			Weighted average grant date fair value
Non–vested at January 1, 2024		-		$	-
Granted		5,568		$	3.07
Vested		(5,568	)	$	3.07
Non–vested at December 31, 2024		-		$

For the years ended December 31, 2024 and 2023, stock-based compensation related to restricted stock awards was $15,450 and $200,240, respectively. Stock-based compensation related to restricted stock awards is included as a component of “Operating expenses” in the consolidated statements of operations. As of December 31, 2024, unamortized stock-based compensation costs related to restricted share arrangements were $0.

Issuance of Restricted Stock Units

During the year ended December 31, 2024, the Company granted an aggregate of 215,978 Restricted Stock Units (“RSUs”) to its employees and directors, of which 181,824 were granted under the 2020 Omnibus Incentive Plan and 34,154 were granted under the Inducement Plan. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which approximated $3.19 per share for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant.

The Company’s activity in RSUs was as follows for the year ended December 31, 2024:

	Number of shares			Weighted average grant date fair value
Non–vested at January 1, 2024		126,350		$	17.54
Granted		215,978		$	3.11
Vested		(83,001	)	$	19.17
Forfeited		(56,281	)	$	7.22
Non–vested at December 31, 2024		203,046		$	4.38

For the years ended December 31, 2024 and 2023, the Company recorded $711,101 and $2,471,029, respectively, in stock-based compensation expense related to restricted stock units. Stock-based compensation expense is a component of “Operating expenses” in the consolidated statements of operations. As of December 31, 2024, unamortized stock-based compensation costs related to restricted stock units were $254,212 and will be recognized over a weighted average period of 0.49 years.

F-30

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 5: Stockholders’ Equity (continued)

Issuance of Performance Stock Units

During the year ended December 31, 2024, the Company did not grant any Performance Stock Units (“PSUs”) under the 2020 Omnibus Incentive Plan. PSUs granted in 2023 were valued at the value of the Company’s Common Stock on the date of grant, which approximated $9.62 per share for these awards. The PSUs were scheduled to vest upon the achievement of certain performance targets during the year ended December 31, 2023 and certification by the compensation committee in early 2024. In accordance with ASC 718, the Company expensed the portion of the PSUs which were probable to vest.

The Company’s activity in PSUs was as follows for the year ended December 31, 2024:

	Number of shares			Weighted average grant date fair value
Non–vested at January 1, 2024		88,965		$	9.62
Granted		-
Vested		-
Forfeited		(88,965	)	$	9.62
Non–vested at December 31, 2024		-

The PSU award was payable to the extent that four performance goals were achieved. Three of the goals were not achieved and the fourth was achieved at a 50% threshold. During January 2024, the Compensation Committee determined that the recipient was eligible to receive 8,896 PSUs. However, the recipient agreed to waive receipt of the PSUs and the entire award was deemed to be forfeited. For the year ended December 31, 2024, the Company recorded a reversal of $85,299 in previously recognized stock-based compensation due to the forfeiture of the PSU’s. For the year ended December 31, 2023, the Company recorded $85,580, in stock-based compensation expense related to performance stock units. Stock-based compensation expense is a component of “Operating expenses” in the consolidated statements of operations. As of December 31, 2024, unamortized stock-based compensation costs related to performance stock units was $0.

F-31

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 5: Stockholders’ Equity (continued)

Warrants

The Company’s warrant activity was as follows for the year ended December 31, 2024:

	Number of Shares			Weighted Average Exercise Price (USD)		Weighted Average Contractual Life (years)		Intrinsic Value (USD)
Outstanding - January 1, 2024		2,793,649		$	107.99		2.4	$	-
Granted		890,313		$	2.81
Expired		(2,559	)	$	12.77
Outstanding – December 31, 2024		3,681,403		$	82.62		1.80	$	-
Exercisable – December 31, 2024		3,681,403		$	82.62		1.80	$	-

7.00% Series A Cumulative Redeemable Preferred Stock

On January 12, 2023, the Company issued to ADC LCR Hall of Fame Manager II, LLC (the “Series A Preferred Investor”) 1,600 shares of the Company’s 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), at a price of $1,000 per share for an aggregate purchase price of $1,600,000. On January 23, 2023, the Company issued to the Series A Preferred Investor 800 additional shares of the Company’s Series A Preferred Stock at a price of $1,000 per share for an aggregate purchase price of $800,000. Additionally, on May 2, 2023, the Company issued to the Series A Preferred Investor 800 shares of the Company’s Series A Preferred Stock, at a price of $1,000 per share for an aggregate purchase price of $800,000. The Company paid the Series A Preferred Investor an origination fee of 2% of the aggregate purchase price for each issuance. The issuance and sale of the shares to the Series A Preferred Investor is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Series A Preferred Stock is not convertible into Common Stock. The Series A Preferred Investor has represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the shares are being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

F-32

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 6: Sponsorship Revenue and Associated Commitments

Sponsorship Revenue

The Company has revenue primarily from sponsorship programs that provide its sponsors with strategic opportunities to reach customers through our venue including advertising on our website. Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement and can be for a single or multi-year term. These agreements provide sponsors various rights such as venue naming rights, signage within our venues, the ability to be the exclusive provider of a certain category of product, and advertising on our website and other benefits as detailed in the agreements.

As of December 31, 2024, scheduled future cash to be received under the agreements, are as follows:

Year ending December 31,
2025	$	2,107,015
2026		2,120,464
2027		1,453,515
2028		1,257,265
2029		1,257,265
Thereafter		-
Total	$	8,195,524

As services are provided, the Company recognizes revenue on a straight-line basis over the expected term of the agreement. During the years ended December 31, 2024 and 2023, the Company recognized $2,860,451 and $2,819,041 of net sponsorship revenue, respectively.

Note 7: Other Commitments

Management Agreement with Crestline Hotels & Resorts

On October 22, 2019, the Company entered into a management agreement with Crestline Hotels & Resorts (“Crestline”). The Company appointed and engaged Crestline as the Company’s exclusive agent to supervise, direct, and control management and operation of the DoubleTree Canton Downtown Hotel. The agreement will be terminated on the fifth anniversary of the hotel opening date, or November 21, 2025, unless otherwise extended. For the years ended December 31, 2024 and 2023, the Company incurred $207,594 and $208,275, respectively in management fees.

F-33

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 7: Other Commitments (continued)

Management Agreement with Shula’s Steak Houses, LLLP

On October 7, 2020, the Company entered into a management agreement with Shula’s Steak Houses, LLLP (“Shula’s”). The Company appointed and engaged Shula’s to develop, operate and manage the Don Shula’s American Kitchen restaurant. The initial term of the agreement is for a period of ten years or October 7, 2030. On June 8, 2024, the Company provided notice to Shula’s of its intent to terminate the management agreement. The Company and Shula’s entered into a phased transition plan. On August 18, 2024, the Company completely took over management of the restaurant, and on October 22, 2024, opened it under a new brand, “Gridiron Gastropub”. For the years ended December 31, 2024 and 2023, the Company incurred $84,182 and $104,894, respectively in management fees.

Sports Betting Agreements

On July 14, 2022, the Company entered into an Online Market Access Agreement with Instabet, Inc. doing business as betr (“Betr”), pursuant to which Betr will serve as a Mobile Management Services Provider (as defined under applicable Ohio gaming law) wherein Betr will host, operate and support a branded online sports betting service in Ohio, subject to procurement and maintenance of all necessary licenses. The initial term of the Online Market Access Agreement is ten years.

As part of this agreement, the Company will receive a limited equity interest in Betr and certain revenue sharing, along with the opportunity for sponsorship and cross-marketing. The limited equity interest was in the form of penny warrants initially valued at $4,000,000 at the grant date. The grant date value of these warrants was recorded as deferred revenue (within “Other liabilities” on the consolidated balance sheets) and will be amortized over the life of the sports betting agreement. At December 31, 2024 and 2023, the amount remaining in deferred revenue was $3,200,000 and $3,600,000, respectively. The Company is also recognizing the change in fair value of the warrants under “Change in fair value of investments available for sale” on the consolidated statements of operations.

On November 2, 2022, the Company secured conditional approval from the state for mobile and retail sports betting. The Ohio Casino Control Commission provided the required authorization for HOFV to gain licensing for a physical sports betting operation – called a sportsbook – as well as an online sports betting platform, under Ohio’s sports betting law H.B.29. As of January 1, 2023, sports betting is legal in Ohio for anyone in the state that is of legal betting age. The conditional approval required that the Company accept bets under both the mobile and retail sports books prior to December 31, 2023. The Company satisfied that condition for the mobile sports book. However, the Company does not currently have a sports betting partner for its retail sports book. In November 2023, Ohio granted an extension to June 30, 2024 for all retail license holders.

In May of 2024, the Ohio Casino Control Commission approved a waiver giving the Executive Director the immediate ability and discretion to extend the “use it or lose it” compliance period for all licensed Type B sports gaming proprietors and service providers. With the approval of this waiver and the proposed corresponding rule change, all licensees will be given the full length of their initial licensure period for compliance. The Company now has until December 31, 2027, to accept at least one retail sports bet under its Type B license. If at least one sports bet is not taken through an approved method before this date, the Company will not be eligible to apply for another license for a period of one year after the expiration of the license. For the years ended December 31, 2024 and 2023, the Company recorded $650,000 and $525,000, respectively in revenue.

F-34

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 7: Other Commitments (continued)

Other Liabilities

Other liabilities consisted of the following at December 31, 2024 and 2023:

	December 31, 2024		December 31, 2023
Activation fund reserves	$	121,748	$	126,685
Deferred revenue		5,208,904		5,441,640
Deposits and other liabilities		325,758		290,357
Total	$	5,656,410	$	5,858,682

Community Assistance Grant

On May 30, 2024, the Company received a grant of $500,000 from SCF. The grant contained no restrictions and does not require repayment. The Company recorded this amount as “Other income” on its consolidated statement of operations.

State of Ohio Grant

On June 28, 2024, the Company was awarded a $9.8 million grant from the State of Ohio’s One Time Strategic Community Investments in support of the Hall of Fame Village. The Company received this funding on August 9, 2024. The funding was received in cash for the purpose of providing immediate financial support in operating the Company’s Hall of Fame Village development. Given that all of the funds were available for use as working capital, the Company recorded the entire amount as income during the year ended December 31, 2024. The Company recorded this amount as “Other income” on its consolidated statement of operations.

Other Commitments

The Company has other commitments, as disclosed in Notes 6, 8 and 9 within these consolidated footnotes.

Note 8: Contingencies

During the normal course of its business, the Company is subject to occasional legal proceedings and claims. The Company does not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition, or cash flows.

F-35

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 9: Related-Party Transactions

Due to Affiliates

Due to affiliates consisted of the following at December 31, 2024 and 2023:

		December 31, 2024		December 31, 2023
Due to IRG Member	$	2,646,169	$	1,127,390
Due to PFHOF		264,658		166,484
Total	$	2,910,827	$	1,293,874

IRG Canton Village Member, LLC, a member of HOF Village, LLC controlled by our director Stuart Lichter (the “IRG Member”) and an affiliate, provides certain supporting services to the Company. An affiliate of the IRG Member, IRG Canton Village Manager, LLC, the manager of HOF Village, LLC controlled by our director Stuart Lichter, may earn a master developer fee calculated as 4.0% of development costs incurred for the Hall of Fame Village, including, but not limited to site assembly, construction supervision, and project financing. These development costs incurred are netted against certain costs incurred for general project management.

The due to related party amounts in the table above are non-interest bearing advances from an affiliate of IRG Member due on demand.

The amounts above due to PFHOF relate to advances to and from PFHOF, including costs for onsite sponsorship activation, sponsorship sales support, shared services, event tickets, and expense reimbursements.

As of December 31, 2024 and 2023, PFHOF owed the Company $0 and $74,167, respectively, which is included in “Accounts Receivable, net” on the accompanying consolidated balance sheets.

F-36

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 9: Related-Party Transactions (continued)

Global License Agreement

Effective April 8, 2022, the Company and PFHOF, entered into a Global License Agreement (the “Global License Agreement”). The Global License Agreement consolidates and replaces the First Amended and Restated License Agreement, the Amended and Restated Media License Agreement, and the Branding Agreement the parties had previously entered into. The Global License Agreement sets forth the terms under which PFHOF licenses certain marks and works to the Company to exploit existing PFHOF works and to create new works. The Global License Agreement grants the Company and its affiliates an exclusive right and license to use the PFHOF marks in conjunction with theme-based entertainment and attractions within the City of Canton, Ohio; youth sports programs, subject to certain exclusions; e-gaming and video games; and sports betting. The Global License Agreement also grants the Company and its affiliates a non-exclusive license to use the PFHOF marks and works in other areas of use, with a right of first refusal, subject to specified exclusions. The Global License Agreement acknowledges the existence of agreements in effect between PFHOF and certain third parties that provide for certain restrictions on the rights of PFHOF, which affects the rights that can be granted to the Company. These restrictions include, but are not limited to, such third parties having co-exclusive rights to exploit content based on the PFHOF enshrinement ceremonies and other enshrinement events.

Effective September 11, 2024, the Company and PFHOF, entered into an Amended and Restated Global License Agreement (“A&R Agreement”). The A&R Agreement replaces the Global License Agreement the parties had previously entered into on April 8, 2022.

The A&R Agreement sets forth the terms under which PFHOF licenses certain marks and works to the Company to utilize existing PFHOF marks and works in a HOFV proposed project. The Company’s bona fide use of PFHOF marks shall be in connection with the Village campus, youth sports programs, e-gaming, and/or video games, and such other fields of use that are not specifically set forth. The Company’s use and license rights of PFHOF marks and/or works vary based on the nature of the proposed project and are subject to PFHOF’s approval in each instance. In connection with any proposed project approved by PFHOF or use of any PFHOF work as approved by PFHOF, HOFV and PFHOF shall mutually agree on the license fee and/or royalty to be paid to PFHOF in connection therewith taking into consideration all relevant factors and uses thereof. The previous Global License Agreement required Newco to pay PFHOF an annual license fee of $900,000 in the first contract year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years two through six; and an annual license fee of $750,000 per year starting in contract year seven through the end of the initial term. The A&R Agreement removes the requirement of payment of an annual license fee moving forward and in exchange for the Company executing the A&R Agreement, PFHOF has agreed to expressly waive payment of the annual license fee of $600,000 for 2024, which was invoiced in January and July. The A&R Agreement is effective September 11, 2024, and shall terminate on December 31, 2024. Thereafter, the A&R Agreement shall automatically renew for successive 1-year terms, unless either party gives written notice of intent not to renew at least sixty (60) days prior to the expiration of the then current term.

F-37

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 9: Related-Party Transactions (continued)

Related Party Lease Agreement

On November 1, 2023, HOF Village CFE, LLC (“Landlord”) entered into a ten-year lease agreement with Touchdown Work Place, LLC (“Tenant”) to commercial office space in the Company’s Constellation Center for Excellence, which included rent abatement of five months. On or about March 26, 2024, Landlord and Tenant negotiated a First Amendment to Lease Agreement to redefine the abatement period to six months, waiver of the security deposit, and Landlord agreed to provide monthly rent invoices for the term of the lease. Stuart Lichter is a director of the Company and the Managing Member of Touchdown Work Place, LLC.

IRG Proposal

Agreements with Sports Complex Operator

As discussed in Note 2, the Company has an equity-method investment in Sports Complex Newco. In connection with this agreement, the Company and Sports Complex Newco also entered into a number of commercial agreements including, (i) the Facilities Management Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village provides certain facilities services to Sports Complex Newco, (ii) the Marketing and SC Programming Collaboration Agreement among HOF Village, Sports Complex Newco and Purchaser Guarantor, pursuant to which the parties thereto collaborate with regard to marketing and programming of the ForeverLawn Sports Complex, (iii) the Marketing and CFP Programming Collaboration Agreement between HOF Village and Sports Complex Newco, pursuant to which the parties thereto collaborate with regard to marketing and programming at the Center for Performance, and (iv) the Food and Beverage Services Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village provides certain food and beverage services to Sports Complex Newco.

As of December 31, 2024, the Company had accounts receivable due from Sports Complex Newco in the amount of $41,215, which is included in accounts receivable, net on the Company’s Consolidated Balance Sheet. As of December 31, 2024, the Company owed to Sports Complex Newco $572,718, which is included in accounts payable and accrued expenses on the accompanying consolidated balance sheet.

F-38

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 9: Related-Party Transactions (continued)

Other Related Party Commitments

On or about June 3, 2024, the Company entered a Professional Services Agreement with IRG in conjunction with expanded services requested of an executive. This executive is an IRG employee who has been an integral part of the broader Hall of Fame Village team for many years who has helped lead the construction and development of the Hall of Fame Village. The Professional Services Agreement more clearly defines the roles and responsibilities of this executive and establishes appropriate guardrails and processes from a governance perspective (e.g., authority, reporting structure, confidentiality, conflicts of interest). In exchange for an annual fee of $50,000 per year, with reimbursement of reasonable expenses, this executive will provide the following services: (i) acting as the Executive Vice President, General Administration and Project Development; (ii) attending meetings of the Executive and Operating Committees, as requested; (iii) working in collaboration with members of the Executive and Operating Committees to achieve the goals and objectives; (iv) assisting other members of staff and management, including but not limited to the Vice President of Operations and Vice President of Revenue; and (v) responding and performing any other reasonable requests made by the President and Chief Executive Officers of HOF Village Newco, LLC.

On or about June 17, 2024, HOF Village Waterpark, LLC (“HOFV Waterpark”) entered into a Customer Contract for EME Express Services Equipment Program (“Customer Contract”) with Constellation NewEnergy, Inc. (“Constellation”). In connection with the transaction, Constellation required the placement of a guarantee bond as security, which the Company secured through Hanover Insurance Company. In conjunction with the placement of the guarantee bond, the Company, HOFV Waterpark, Mr. Stuart Lichter, a director of the Company, and two of Mr. Lichter’s family trusts executed a General Indemnity Agreement in favor of Hanover Insurance Company whereby Mr. Lichter and his trusts guarantee the Company’s obligations under the guarantee bond. The Company and HOFV Waterpark also entered a reimbursement agreement with Mr. Lichter and his trusts granting a security interest in certain energy efficient equipment furnished pursuant to the Customer Contract and agreeing to reimburse them for any payments made on their behalf, including any taxes, fees, penalties, costs and expenses incurred by them in connection with such payments.

Note 10: Concentrations

For the year ended December 31, 2024, two customers represented approximately 41.1% and 12.8% of the Company’s sponsorship revenue. For the year ended December 31, 2023, two customers represented approximately 41.6% and 17.7% of the Company’s sponsorship revenue. No other customers exceeded 10% of sponsorship revenue in 2024 and 2023.

As of December 31, 2024, two customers represented approximately 17.8% and 13.8% of the Company’s accounts receivable. As of December 31, 2023, three customers represented approximately 13.7%, 13.0% and 10.6% of the Company’s accounts receivable. No other customers exceeded 10% of outstanding accounts receivable as of December 31, 2024 and 2023.

At any point in time, the Company can have funds in their operating accounts and restricted cash accounts that are with third-party financial institutions. These balances in the U.S. may exceed the Federal Deposit Insurance Corporation insurance limits. While the Company monitors the cash balances in their operating accounts, these cash and restricted cash balances could be impacted if the underlying financial institutions fail or other adverse conditions in the financial markets occurs.

F-39

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 11: Leases

The Company has entered into operating leases as the lessee primarily for ground leases under its stadium, sports complex, parking facilities and equipment leases.

At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2022, which were accounted for under ASC 840, were not reassessed for classification.

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently presented at amortized cost using the effective interest method. The Company uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating and finance leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the noncancelable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All right-of-use (“ROU”) lease assets are reviewed periodically for impairment.

Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line basis over the shorter of the lease term or its useful life and interest expense determined on an amortized cost basis, with the lease payments allocated between a reduction of the lease liability and interest expense.

F-40

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 11: Leases (continued)

Balance sheet information related to our leases is presented below:

	December 31,		December 31,
	2024		2023
Operating leases:
Right-of-use assets	$	7,144,366	$	7,387,693
Lease liability		3,333,443		3,440,630

Financing leases:
Right-of-use assets	$	77,390	$	-
Lease liability		68,156		-

Other information related to leases is presented below:

		Year Ended December 31, 2024			Year Ended December 31, 2023
Operating lease cost	$	453,255		$	521,939

Other information:
Weighted-average remaining lease term – operating leases (in years)		89.7			90.9
Weighted-average discount rate – operating leases		10.0	%		10.0	%

Finance lease cost
Amortization of ROU asset	$	12,140		$	-
Interest on lease liabilities	$	3,170		$	-

Other information:
Weighted-average remaining lease term – finance leases (in years)		1.8			-
Weighted-average discount rate – finance leases		9.9	%		-	%

As of December 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:

For The Years Ending December 31,
2025	$	301,400
2026		301,400
2027		301,400
2027		328,600
2029		328,600
Thereafter		38,786,800
Total future minimum lease payments, undiscounted		40,348,200
Less: imputed interest		(37,014,757	)
Present value of future minimum lease payments	$	3,333,443

F-41

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 11: Leases (continued)

As of December 31, 2024, the annual minimum lease payments of our financing lease liabilities were as follows:

For The Years Ending December 31,
2025	$	43,493
2026		30,217
Thereafter		-
Total future minimum lease payments, undiscounted		73,710
Less: imputed interest		(5,554	)
Present value of future minimum lease payments	$	68,156

Lessor Commitments

As of December 31, 2024 and 2023, the Company’s Constellation Center for Excellence and retail facilities were partially leased including leases by the Company’s subsidiaries.

Property and equipment currently under lease consists of the following:

	December 31, 2024			December 31, 2023
Land	$	5,067,746		$	5,067,746
Land improvements		189,270			189,270
Building and improvements		73,958,153			71,160,127
Equipment		2,946,942			2,802,324
Property and equipment, gross		82,162,111			79,219,467

Less: accumulated depreciation		(8,707,376	)		(5,056,214	)
Property and equipment, net	$	73,454,735		$	74,163,253

Certain of the Company’s lease arrangements have a base rent component plus a component of lease income that is variable based on the respective tenant’s sales performance.

Lease revenue is included in “Event, rents, restaurant, and other revenues” in the consolidated statements of operations. During the years ended December 31, 2024 and 2023, the Company recorded $1,696,675 and $730,348 of lease revenue, respectively. The future minimum lease revenue under these leases, excluding leases of the Company’s subsidiaries, are as follows:

Year ending December 31:
2025	$	1,390,995
2026		1,399,685
2027		1,379,051
2028		1,124,167
2029		951,519
Thereafter		3,610,137
Total	$	9,855,554

F-42

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 12: Financing Liability

On September 27, 2022 the Company sold the land under the Company’s Fan Engagement Zone to Twain GL XXXVI, LLC (“Twain”). Simultaneously, the Company entered into a lease agreement with Twain (the sale of the property and simultaneous leaseback is referred to as the “Sale-Leaseback”). The Sale-Leaseback is repayable over a 99-year term. Under the terms of the lease agreement, the Company’s initial base rent is approximately $307,125 per quarter, with annual increases of approximately 2% each year of the term. The Company has a right to re-purchase the land from Twain at any time on or after September 27, 2025 at a fixed price according to the lease.

On November 7, 2022, HOFV Waterpark sold the land under the Company’s future waterpark to Oak Street Real Estate Capital, LLC (“Oak Street”). Simultaneously, the Company entered into a lease agreement with Oak Street. The Sale-Leaseback for the waterpark is repayable over a 99-year term. Under the terms of the leaseback agreement, the Company’s initial base rent is $4,375,000 per annum, payable monthly, with customary escalations over the lease term. On November 7, 2022, Oak Street and HOFV Waterpark also entered into a Purchase Option Agreement (the “Purchase Option Agreement”), pursuant to which HOFV Waterpark is granted an option to purchase the waterpark property back from Oak Street that can be exercised during the period beginning on December 1, 2027 and ending on November 30, 2034 (the “Option Period”).

The Company accounted for the Sale-Leaseback transactions with Twain and Oak Street as financing transactions with the purchaser of the property. The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the significance of the present value of the lease payments, using a discount rate of 10.25% to reflect the Company’s incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date.

The presence of a finance-type lease in the sale-leaseback transactions indicates that control of the land under the Fan Engagement Zone and HOFV Waterpark has not transferred to the buyer/lessor and, as such, the transactions were both deemed a failed sale-leaseback and must be accounted for as a financing arrangement. As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased land. The hypothetical loan is payable as principal and interest in the form of “lease payments” to the buyer/lessor. As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends.

On February 23, 2024, HOFV Waterpark entered into a first amendment to lease agreement (“First Amendment to Lease”) with Oak Street to amend the existing water park ground lease to reflect: (a) Oak Street’s funding for the benefit of the Tenant in the amount of $2,500,000, (b) an increase in the base rent; (c) the pledge of the Company’s 20% beneficial membership interest in Sandlot; and (d) the Company’s issuance of a Series H Common Stock Purchase Warrant to Oak Street to purchase 890,313 shares of the Company’s common stock, which is exercisable (a) prior to Landlord’s return of 90% of such warrants pursuant to the terms of the First Amendment to Lease, when and if there is an event of default under the water park lease, or the guaranty related to the underlying ground lease, or (b) after Landlord’s return of 90% of such warrants pursuant to the terms of the First Amendment to Lease, at any time.

F-43

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 12: Financing Liability (continued)

On February 29, 2024, HOFV Waterpark, HOF Village Newco, LLC, as guarantor and pledgor, and HOF Village Stadium, LLC, as mortgagor, entered into a second amendment (the “Second Amendment”) to the ground lease agreement for the waterpark with Oak Street, to memorialize, among other things, Landlord’s forbearance of base rent due for March and April of 2024, with such payments extended to be due on May 1, 2024. Under the Second Amendment, there is no notice or cure period for the rent payment due on May 1, 2024. On May 10, 2024, the parties entered into a third amendment to the lease agreement, to remove a sentence, effective May 1, 2024, that provided there shall be no notice or cure period for deferred rent due on May 1, 2024. HOFV Waterpark has not paid the deferred base rent of $1,197,907 due May 1, 2024, which upon written notice from the Landlord, and after HOFV Waterpark’s failure to cure within three days, would be an event of default under the waterpark ground lease and would give Oak Street the option to, among other things, and to the extent permitted by applicable law, accelerate and recover all remaining payments owed under the waterpark ground lease. The Company was in negotiations with Oak Street to negotiate an amendment that provides for extending the base rent forbearance payment date under the waterpark ground lease or a similar outcome.

On October 26, 2024, the Company received from Oak Street a notice of lease termination due to an event of default under the Sale-Leaseback, dated as of November 7, 2022, between HOF Village Waterpark, LLC and Oak Street. Under the Sale-Leaseback, the termination requires that the Company immediately surrender the waterpark premises under such lease to the Landlord and any improvements thereto (including the construction of new buildings thereon) with all fixtures appurtenant thereto.

The default identified in the notice is a payment default under the Sale-Leaseback. Oak Street had agreed to forbear exercising remedies for the payment default until October 25, 2024. The outstanding principal balance of unpaid base rent under the Sale-Leaseback (inclusive of default interest and late fees accrued up to the date of termination) was approximately $2,600,000.

F-44

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 12: Financing Liability (continued)

●

During the year ended December 31, 2024, the Company recorded a loss on termination of the financing liability of $5,168,550, which represents the forfeiture of $56,964,097 of net assets on the property, offset by the book value of the terminated financing liability of $51,795,547.

As of December 31, 2024, the carrying value of the financing liability was $17,784,179, representing $362,654,653 in remaining payments under the leases, net of a discount of $344,870,474. The lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

As of December 31, 2023, the carrying value of the financing liability was $62,982,552, representing $2,200,060,745 in remaining payments under the leases, net of a discount of $2,137,078,193. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

Remaining future cash payments related to the financing liability, for the years ending December 31 are as follows:

2025	$	1,259,335
2026		1,284,522
2027		1,310,212
2028		1,336,417
2029		1,363,145
Thereafter		356,101,022
Total Minimum Liability Payments		362,654,653
Imputed Interest		(344,870,474	)
Total	$	17,784,179

F-45

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 13: Disposition

On January 11, 2024, HOF Village completed the sale to Sandlot Facilities, LLC (“Sandlot”) for a $10 million purchase price, subject to adjustment, of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC (“Sports Complex Newco”), to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business prior to closing. The transaction occurred pursuant to the terms of the Membership Interest Purchase Agreement, dated December 22, 2023 (the “Purchase Agreement”), among the Company, HOF Village, Sandlot and Sandlot Youth Sports Holdings, LLC. Under the Purchase Agreement, Sandlot held back $1.5 million of the Purchase Price to secure certain indemnification obligations of the Company and HOF Village, which holdback will be released by Sandlot for the benefit of HOF Village in three $500,000 increments at 6, 12 and 18 months after the January 11, 2024 closing date of the Transaction, subject to post-closing adjustment of the Purchase Price and any indemnification claims pursuant to the Purchase Agreement. During July 2024, the Company received the first of such holdback payments. As of December 31, 2024, $1 million remained outstanding and is included in “Prepaid expense and other assets” on the Company’s consolidated balance sheets.

In connection with this transaction, the Company recognized a loss on the sale of the sports complex of $140,041, as follows:

Purchase price	$	10,000,000
Working capital adjustment		(214,222	)
Net purchase price		9,785,778

Less: transaction costs		(159,144	)
Less: book value of net assets sold		(12,213,120	)
Plus: investment retained		2,446,445

Loss on sale	$	(140,041	)

The Company will account for the remaining investment in the sports complex as an equity-method investment and record its share of profit or loss as “Loss from equity method investments” on its consolidated statements of operations.

F-46

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 14: Income Taxes

Significant components of the net deferred tax assets (liabilities) were as follows:

	As of December 31,
	2024			2023
U.S. federal tax loss carry–forward	$	58,699,479		$	45,041,986
U.S. local tax loss carry–forward		5,529,282			4,297,582
Equity based compensation-RSUs		2,185,532			2,103,659
Allowance for bad debt		267,792			231,437
Lease liabilities		781,517			790,485
Property and equipment		-			591,387
Unrealized gains and losses on investments		-			15,566
Total deferred tax assets		67,463,602			53,072,102
Unrealized gains and losses on investments		-			-
Property and equipment		(1,564,435	)		-
Right of use assets		(1,659,198	)		(1,623,765	)
Total deferred tax liabilities		(3,223,633	)		(1,623,765	)
Total net deferred tax assets		64,239,969			51,448,337
Less: valuation allowance		(64,239,969	)		(51,448,337	)
Net deferred tax asset	$	—		$	—

As of December 31, 2024, the Company had the following tax attributes:

	Amount		Begins to expire
U.S. federal net operating loss carry–forwards	$	279,521,326		Indefinite
U.S. local net operating loss carry–forwards	$	279,963,638		2026

As of December 31, 2023, the Company had the following tax attributes:

	Amount		Begins to expire
U.S. federal net operating loss carry–forwards	$	214,485,646	Indefinite
U.S. local net operating loss carry–forwards	$	217,599,111	2026

F-47

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 14: Income Taxes (continued)

As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. As of December 31, 2024, the Company has not performed a review of its changes in ownership under Section 382 of the Internal Revenue Code. However, as the Company’s net operating losses have a full valuation allowance, any limitations are expected to be immaterial. For the years ended December 31, 2024 and 2023, the valuation allowance increased by $12,791,632 and $15,112,774, respectively.

The provision for (benefit from) income tax differs from the amount computed by applying the statutory federal income tax rate to income before the provision for/(benefit from) income taxes. The sources and tax effects of the differences are as follows:

	For the Years Ended December 31,
	2024			2023
Expected Federal Tax		(21.0	)%		(21.0	)%
Local Tax (Net of Federal Benefit)		(2.0	)		(2.0	)
Non-controlling interest		-			-
Extinguishment of debt		-			-
Compensation limitation		0.3			0.4
Change in fair value of warrant liabilities		(0.1	)		(0.2	)
True up of prior year deferred tax assets		(0.1	)		(0.8	)
Change in valuation allowance		22.9			22.0
Effective rate of income tax		-	%		-	%

The Company files income tax returns in the U.S. federal jurisdiction and local (City of Canton) jurisdiction.

Note 15: Employee Benefit Plans

The Company has a defined contribution plan (the “Defined Contribution Plan”) whereby employer contributions are discretionary and determined annually. In addition, the Defined Contribution Plan allows participants to make elective deferral contributions through payroll deductions, of which the Company will match a portion of those contributions. During the years ended December 31, 2024 and 2023, the Company expensed matching contributions of $146,595 and $191,073, respectively.

F-48

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 16: Subsequent Events

Subsequent events have been evaluated through March 26, 2025, the date the consolidated financial statements were issued. Except as disclosed below, no events have been identified requiring disclosure or recording.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

The Notice had no immediate impact on the listing of the Company’s common stock (the “Common Stock”) on Nasdaq.

Second Amendment to Note and Security Agreement

On January 24, 2025, the Borrowers entered into a Second Amendment to Note and Security Agreement (“Second Amendment”), with CHCL.CHCL is an affiliate of Stuart Lichter, a director of the Company.

F-49

Hall of Fame Resort & Entertainment Company and Subsidiaries

Notes to Consolidated Financial Statements

Note 16: Subsequent Events (continued)

Third Amendment to Note and Security Agreement

On February 21, 2025, the Borrowers entered into a Third Amendment to Note and Security Agreement (“Third Amendment”), with CHCL.

Fourth Amendment to Note and Security Agreement

On March 18, 2025, the Borrowers entered into a Fourth Amendment to Note and Security Agreement (“Fourth Amendment”), with CHCL. The Fourth Amendment modifies the definition of “Facility Amount” in Section 1 of the original note and security agreement to increase the facility amount from $5,150,000 to $6,500,000 allowing the Borrowers to request an additional $1,350,000 for general corporate purposes, subject to certain restrictions.

Chief Executive Officer Resignation

On March 12, 2025, Michael Crawford informed the Board of Directors of Hall of Fame Resort & Entertainment Company (the “Company”) that he intends to resign as President, Chief Executive Officer, and Chairman of the Board of Directors. The resignation is not due to any disagreement with the Company on any matter related to its operations, policies, or practices. Mr. Crawford is resigning to pursue another career opportunity. The Board has begun the process of recruiting and evaluating candidates to succeed Mr. Crawford.

F-50

EX-4.16 2 ea023299801ex4-16_hall.htm 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 Warrants. The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Certificate of Incorporation, our Bylaws and the warrant-related documents described herein, which are exhibits to the Form 10-K of which this exhibit is a part. We urge you to read each of the Certificate of Incorporation, the Bylaws and the warrant-related documents described herein in their entirety for a complete description of the rights and preferences of our securities.

General

Pursuant to our Certificate of Incorporation, our authorized capital stock consists of (i) 300,000,000 shares of Common Stock, and (ii) 5,000,000 are shares of preferred stock, $0.0001 par value (“Preferred Stock”). As of December 31, 2024, there were [●] shares of our Common Stock, 6,800 shares of our 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), 200 shares of our 7.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), and 15,000 shares of our 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”) issued and outstanding.

Common Stock

Voting Rights. Holders of Common Stock exclusively possess all voting power and each share of Common Stock has one vote on all matters submitted to our stockholders for a vote. Holders of Common Stock do not have any cumulative voting rights.

Dividend Rights. Holders of Common Stock are entitled to receive dividends or other distributions, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor and share equally on a per share basis in all such dividends and other distributions.

Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Common Stock will be entitled to receive their ratable and proportionate share of our remaining assets.

Other Rights. Holders of Common Stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to our Common Stock.

Preferred Stock

Our board of directors is expressly granted authority to issue shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by our board of directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the Delaware General Corporation Law. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

Series A Preferred Stock

As of December 31, 2024, there were 6,800 shares of Series A Preferred Stock issued and outstanding.

On October 8, 2020, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate of Designations became effective upon filing. The number of authorized shares of Series A Preferred Stock is 52,800. The price per share at issue is $1,000, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Series A Preferred Stock.

Holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 7.0% per annum, payable quarterly in arrears, as set forth in the Certificate of Designations. The Series A Preferred Stock ranks senior to the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and ranks on par with the Company’s Series B Preferred Stock and Series C Preferred Stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation Event”). The Series A Preferred Stock has a liquidation preference of $1,000 per share plus an amount equal to any accrued and unpaid dividends to the date of payment (the “Liquidation Preference”). Under the Certificate of Designations, the Company may not enter into or permit to exist any contract, agreement, or arrangement that prohibits or restricts the Company from paying dividends on the Series A Preferred Stock, unless such contract, agreement, or arrangement has been approved in writing, in advance, by the holders of a majority of the then-outstanding shares of Series A Preferred Stock.

Holders of the Series A Preferred Stock have no voting rights, except as required by law, and have no rights of preemption or rights to convert such Series A Preferred Stock into shares of any other class of capital stock of the Company.

The Company must redeem for cash each share of Series A Preferred Stock 60 months after it is issued (the “Mandatory Redemption Date”), at a price per share equal to the Liquidation Preference (the “Redemption Price”); provided, however, that (i) holders of a majority of the then outstanding shares of Series A Preferred Stock may extend the Mandatory Redemption Date for any share of Series A Preferred Stock 12 months (i.e., to a date that is 72 months after the issue date for such share) (the “First Extension”), and (ii) if the First Extension is exercised, then holders of a majority of the then outstanding shares of Series A Preferred Stock may extend the Mandatory Redemption Date for any share of Series A Preferred Stock by an additional twelve (12) months (i.e., to a date that is 84 months after the issue date for such share).

The Company has the option to redeem for cash, in whole or in part, the shares of Series A Preferred Stock at the time outstanding, at a price per share equal to the Redemption Price.

The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall be deemed a Liquidation Event, unless the holders of a majority of the then outstanding shares of Series A Preferred Stock agree in writing, prior to the closing of any such transaction, that such transaction will not be considered a Liquidation Event. A merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person, or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company (any of the foregoing, a “Business Combination Transaction”) shall not be deemed a Liquidation Event, so long as either (A) the holders of a majority of the then outstanding shares of Series A Preferred Stock agree in writing, prior to the closing of any such Business Combination Transaction, that such Business Combination Transaction will not be considered a Liquidation Event, or (B) such Business Combination Transaction would not adversely affect the holders of the Series A Preferred Stock or the powers, designations, preferences and other rights of the Series A Preferred Stock.

Series B Preferred Stock

As of December 31, 2024, there were 200 shares of Series B Preferred Stock issued and outstanding.

On May 13, 2021, the Company filed a Certificate of Designations (the “Series B Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series B Preferred Stock. The Series B Certificate of Designations became effective upon filing. The number of authorized shares of Series B Preferred Stock is 15,200. The price per share at issue is $1,000, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Series B Preferred Stock (“Original Issue Date Price”).

Holders of the Series B Preferred Stock are entitled to a cumulative dividend at the rate of 7.0% per annum (the “Dividend Rate”). For each share of Series B Preferred Stock, the Dividend Rate is payable (A) 4.00% per annum in cash (the “Mandatory Cash Dividend”), plus (B) at the election of the holder of such share of Series B Preferred Stock, either (A) 3.00% per annum in cash (the “Elective Cash Dividend”), or (B) 3.00% per annum in shares of Common Stock, calculated in accordance with Section 4(b)(iv) hereof (the “Elective PIK Dividend”). Mandatory Cash Dividends are payable quarterly in arrears, as set forth in the Series B Certificate of Designations. In connection with any Automatic Conversion (defined below) or Optional Conversion (defined below), the holder of each share of Series B Preferred Stock then being converted shall notify the Company, as to whether such holder wishes to receive the Elective Cash Dividend or the Elective PIK Dividend for such holder’s shares of Series B Preferred Stock then being converted.

The Series B Preferred Stock ranks senior to the Company’s Common Stock and ranks on par with the Company’s Series A Preferred Stock and Series C Preferred Stock with respect to dividend rights and rights on the distribution of assets on any Liquidation Event. The Series B Preferred Stock has a liquidation preference of $1,000 per share plus an amount equal to any accrued and unpaid dividends to the date of payment (the “Series B Liquidation Preference”). Under the Series B Certificate of Designations, the Company may not enter into or permit to exist any contract, agreement, or arrangement that prohibits or restricts the Company from paying dividends on the Series B Preferred Stock, unless such contract, agreement, or arrangement has been approved in writing, in advance, by the holders of a majority of the then outstanding shares of Series B Preferred Stock.

Holders of the Series B Preferred Stock have no voting rights, except as required by law, and have no rights of preemption.

On the third anniversary of the date on which shares of Series B Preferred Stock are first issued (the “Automatic Conversion Date”), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion, shall automatically be converted into that number of shares of Common Stock equal to the quotient of (i) the sum of (A) the Original Issue Date Price of such share of Series B Preferred Stock, plus (B) all accrued and unpaid Mandatory Cash Dividends on such share of Series B Preferred Stock as of the Automatic Conversion Date, divided by (ii) the Conversion Price as of the Automatic Conversion Date (the “Automatic Conversion”).“Conversion Price” means $67.35, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Common Stock.

At any time following the date on which shares of Series B Preferred Stock are first issued, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series B Preferred Stock into shares of Common Stock, on terms similar to the Automatic Conversion(any such conversion, an “Optional Conversion”).

The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall be deemed a Liquidation Event, unless the holders of a majority of the then outstanding shares of Series B Preferred Stock agree inwriting, prior to the closing of any such transaction, that such transaction will not be considered a Liquidation Event. A Business Combination Transaction shall not be deemed a Liquidation Event, so long as either (A) the holders of a majority of the then outstanding shares of Series B Preferred Stock agree in writing, prior to the closing of any such Business Combination Transaction, that such Business Combination Transaction will not be considered a Liquidation Event, or (B) such Business Combination Transaction would not adversely affect the holders of the Series B Preferred Stock or the powers, designations, preferences and other rights of the Series B Preferred Stock.

Series C Preferred Stock

As of December 31, 2024, there were 15,000 shares of Series C Preferred Stock issued and outstanding.

On March 28, 2022, the Company filed a Certificate of Designations (the “Series C Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Preferred Stock. The Series C Certificate of Designations became effective upon filing. The number of authorized shares of Series C Preferred Stock is 15,000. The price per share at issue is $1,000, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Series C Preferred Stock (“Original Issue Date Price”).

Holders of the Series C Preferred Stock are entitled to a cumulative dividend at the rate of 7.0% per annum (the “Dividend Rate”). For each share of Series C Preferred Stock, the Dividend Rate is payable (A) 4.00% per annum in cash (the “Mandatory Cash Dividend”), plus (B) at the election of the holder of such share of Series C Preferred Stock, either (A) 3.00% per annum in cash (the “Elective Cash Dividend”), or (B) 3.00% per annum in shares of Common Stock, calculated in accordance with Section 4(b)(iv) hereof (the “Elective PIK Dividend”). Mandatory Cash Dividends are payable quarterly in arrears, as set forth in the Series C Certificate of Designations. In connection with any Optional Conversion (defined below), the holder of each share of Series C Preferred Stock then being converted shall notify the Company, as to whether such holder wishes to receive the Elective Cash Dividend or the Elective PIK Dividend for such holder’s shares of Series C Preferred Stock then being converted.

The Series C Preferred Stock ranks senior to the Company’s Common Stock and ranks on par with the Company’s Series A Preferred Stock and Series B Preferred Stock with respect to dividend rights and rights on the distribution of assets on any Liquidation Event. The Series C Preferred Stock has a liquidation preference of $1,000 per share plus an amount equal to any accrued and unpaid dividends to the date of payment (the “Series C Liquidation Preference”). Under the Series C Certificate of Designations, the Company may not enter into or permit to exist any contract, agreement, or arrangement that prohibits or restricts the Company from paying dividends on the Series C Preferred Stock, unless such contract, agreement, or arrangement has been approved in writing, in advance, by the holders of a majority of the then outstanding shares of Series C Preferred Stock.

Holders of the Series C Preferred Stock have no voting rights, except as required by law, and have no rights of preemption.

At any time following the date on which shares of Series C Preferred Stock are first issued (an “Optional Conversion Date”), each holder of Series C Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series C Preferred Stock into shares of Common Stock equal to the quotient of (i) the sum of (A) the Original Issue Date Price of such share of Series C Preferred Stock, plus (B) all accrued and unpaid Mandatory Cash Dividends on such share of Series C Preferred Stock as of the Optional Conversion Date, divided by (ii) the Conversion Price as of the Optional Conversion Date (any such conversion, an “Optional Conversion”). “Conversion Price” means $33.01, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Common Stock. The Conversion Price is subject to a weighted-average antidilution adjustment.

The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall be deemed a Liquidation Event, unless the holders of a majority of the then outstanding shares of Series C Preferred Stock agree inwriting, prior to the closing of any such transaction, that such transaction will not be considered a Liquidation Event. A Business Combination Transaction shall not be deemed a Liquidation Event, so long as either (A) the holders of a majority of the then outstanding shares of Series C Preferred Stock agree in writing, prior to the closing of any such Business Combination Transaction, that such Business Combination Transaction will not be considered a Liquidation Event, or (B) such Business Combination Transaction would not adversely affect the holders of the Series C Preferred Stock or the powers, designations, preferences and other rights of the Series C Preferred Stock.

Series A Warrants

Upon completion of the Business Combination, all of the warrants to purchase Gordon Pointe Acquisition Corp., (“GPAQ”) Common Stock were cancelled and exchanged for Series A Warrants to purchase shares of our Common Stock. Each Series A Warrant entitles the registered holder to purchase 0.064578 shares of our Common Stock at a price of $253.11 per share of Common Stock, subject to adjustment as discussed below, at any time beginning 30 days after the consummation of the Business Combination. The Series A Warrants will expire five years after the consummation of the Business Combination at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We are not obligated to deliver any shares of Common Stock pursuant to the exercise of a Series A Warrant and have no obligation to settle such Series A Warrant exercise unless a registration statement under the Securities Act with respect to the shares Common Stock underlying the Series A Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Series A Warrant will be exercisable and we will not be obligated to issue shares of our Common Stock upon exercise of a Series A Warrant unless Common Stock issuable upon such Series A Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Series A Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Series A Warrant, the holder of such Series A Warrant will not be entitled to exercise such Series A Warrant and such Series A Warrant may have no value and expire and be worthless. In the event that a registration statement is not effective for the exercised Series A Warrants, the purchaser of a unit of GPAQ that was detached into one share of GPAQ common stock and one GPAQ warrant that were exchanged for our Common Stock and Series A Warrant, will have paid the full purchase price for the unit solely for the share of GPAQ common stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, we will use our best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of our Common Stock issuable upon exercise of the Series A Warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Series A Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our Common Stock is at the time of any exercise of a Series A Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Series A Warrants who exercise their Series A Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the Series A Warrants become exercisable, we may call the Series A Warrants for redemption:

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in whole and not in part;

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at a price of $0.01 per Series A Warrant;

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upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Series A Warrant holder; and

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if, and only if, the reported last sale price of our Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the Series A Warrant holders.

If and when the Series A Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the list of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Series A Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Series A Warrants, each Series A Warrant holder will be entitled to exercise its Series A Warrant prior to the scheduled redemption date. However, the price of our Common Stock may fall below the $18.00 redemption trigger price as well as the $253.11 (for whole shares) Series A Warrant exercise price after the redemption notice is issued.

If we call the Series A Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its Series A Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Series A Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Series A Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of our Common Stock issuable upon the exercise of our Series A Warrants. If our management takes advantage of this option, all holders of Series A Warrants would pay the exercise price by surrendering their Series A Warrants for that number of shares of our Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares our Common Stock underlying the Series A Warrants, multiplied by the difference between the exercise price of the Series A Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Series A Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of our Common Stock to be received upon exercise of the Series A Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a Series A Warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Series A Warrants.

A holder of a Series A Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Series A Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of our Common Stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of our Common Stock is increased by a stock dividend payable in shares of our Common Stock, or by a split-up of shares of our Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of our Common Stock issuable on exercise of each Series A Warrant will be increased in proportion to such increase in the outstanding shares of our Common Stock. A Offering to holders of our Common Stock entitling holders to purchase shares of our Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of our Common Stock equal to the product of (i) the number of shares of our Common Stock actually sold in such Offering (or issuable under any other equity securities sold in such Offering that are convertible into or exercisable for our Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of our Common Stock paid in such Offering divided by (y) the fair market value. For these purposes (i) if the Offering is for securities convertible into or exercisable for our Common Stock, in determining the price payable for our Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of our Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of our Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Series A Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of our Common Stock on account of such shares of our Common Stock (or other shares of our capital stock into which the Series A Warrants are convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then the Series A Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of our Common Stock in respect of such event.

If the number of outstanding shares of our Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of our Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of our Common Stock issuable on exercise of each Series A Warrant will be decreased in proportion to such decrease in outstanding shares of our Common Stock.

Whenever the number of shares of our Common Stock purchasable upon the exercise of the Series A Warrants is adjusted, as described above, the Series A Warrant exercise price will be adjusted by multiplying the Series A Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of our Common Stock purchasable upon the exercise of the Series A Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of our Common Stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of our Common Stock (other than those described above or that solely affects the par value of such shares of our Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of our Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Series A Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Series A Warrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Series A Warrants would have received if such holder had exercised their Series A Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of our Common Stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Series A Warrant properly exercises the Series A Warrant within thirty days following public disclosure of such transaction, the Series A Warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of the Series A Warrant.

The Series A Warrants are issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the Series A Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding Series A Warrants to make any change that adversely affects the interests of the registered holders of the Series A Warrants.

The Series A Warrants may be exercised upon surrender of the Series A Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the Series A Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Series A Warrants being exercised. The Series A Warrant holders do not have the rights or privileges of holders of our Common Stock and any voting rights until they exercise their Series A Warrants and receive shares of our Common Stock. After the issuance of shares of our Common Stock upon exercise of the Series A Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the Series A Warrants. If, upon the exercise of the Series A Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of our Common Stock to be issued to the Series A Warrant holder.

Series B Warrants

In this exhibit, we refer to the warrants that we issued in our November 2020 public offering as our Series B Warrants. These Series B Warrants are separately transferable following their issuance and through their expiration five years from the date of issuance. Each Series B Warrant entitles the holder to purchase 0.045435 share of our Common Stock at an exercise price of $30.81 per share from the date of issuance through its expiration. There is no public trading market for the Series B Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series B Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series B Warrant is exercisable at any time and will expire five years from the date of issuance. The Series B Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series B Warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series B Warrants, the Series B Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series B Warrant.

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series B Warrant, the holder may exercise the Series B Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series B Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series B Warrant represents the right to purchase 0.045435 share of Common Stock at an exercise price of $30.81 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. Subject to limited exceptions, a holder of Series B Warrants will not have the right to exercise any portion of the Series B Warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the Series B Warrant, provided that in no event shall the limitation exceed 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise of the Series B Warrant.

Subject to applicable laws and restrictions, a holder may transfer a Series B Warrant upon surrender of the Series B Warrant to us with a completed and signed assignment in the form attached to the Series B Warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series B Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series B Warrant, the holder of a Series B Warrant, solely in such holder’s capacity as a holder of a Series B Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series B Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

The Series B Warrants were issued pursuant to a warrant agent agreement by and between us and Continental Stock Transfer & Trust Company, the warrant agent.

Series C Warrants

In this exhibit, we refer to the warrants that we issued in our December 2020 private placement as our Series C Warrants. The Series C Warrants were issued December 29, 2020 and amended and restated March 1, 2022 and November 7, 2022. These Series C Warrants are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on March 1, 2029. Each Series C Warrant entitles the holder to purchase 0.045418 share of our Common Stock at an exercise price of $12.77 per share. The exercise price is subject to a weighted anti-dilution adjustment provision. There is no public trading market for the Series C Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series C Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series C Warrant, as amended and restated effective November 7, 2022, is exercisable beginning April 18, 2023 and will expire at 5:00 p.m. (New York City time) on March 1, 2029. The Series C Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series C Warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series C Warrants, the Series C Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series C Warrant.

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series C Warrant, the holder may exercise the Series C Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series C Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series C Warrant represents the right to purchase 0.045418 share of Common Stock at an exercise price of $12.77 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. The exercise price is also subject to a weighted anti-dilution adjustment provision.

Subject to applicable laws and restrictions, a holder may transfer a Series C Warrant upon surrender of the Series C Warrant to us with a completed and signed assignment in the form attached to the Series C Warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series C Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series C Warrant, the holder of a Series C Warrant, solely in such holder’s capacity as a holder of a Series C Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series C Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Series D Warrants (Series D No. W-1)

In this exhibit, we refer to the warrants (Series D No. W-1) that we issued in our June 2021 private placement to CH Capital Lending, LLC as our Series D Warrants. The Series D Warrants (Series D No. W-1) were issued June 4, 2021 and amended and restated March 1, 2022 and November 7, 2022. These Series D Warrants (Series D No. W-1) are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on March 1, 2029. Each Series D Warrant (Series D No. W-1) entitles the holder to purchase 0.045418 share of our Common Stock at an exercise price of $12.77 per share. The exercise price is subject to a weighted anti-dilution adjustment provision. There is no public trading market for the Series D Warrants (Series D No. W-1) and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series D Warrants (Series D No. W-1), upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series D Warrant (Series D No. W-1), as amended and restated effective November 7, 2022, is exercisable beginning April 18, 2023 and will expire at 5:00 p.m. (New York City time) on March 1, 2029. The Series D Warrants (Series D No. W-1) are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series D Warrants (Series D No. W-1) is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series D Warrants (Series D No. W-1), the Series D Warrant (Series D No. W-1) holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series D Warrant (Series D No. W-1).

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series D Warrant (Series D No. W-1), the holder may exercise the Series D Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series D Warrant (Series D No. W-1) is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series D Warrant (Series D No. W-1) represents the right to purchase 0.045418 share of Common Stock at an exercise price of $12.77 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. The exercise price is also subject to a weighted anti-dilution adjustment provision.

Subject to applicable laws and restrictions, a holder may transfer a Series D Warrant (Series D No. W-1) upon surrender of the Series D Warrant (Series D No. W-1) to us with a completed and signed assignment in the form attached to the Series D Warrant (Series D No. W-1). The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series D Warrants (Series D No. W-1) and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series D Warrant (Series D No. W-1), the holder of a Series D Warrant (Series D No. W-1), solely in such holder’s capacity as a holder of a Series D Warrant (Series D No. W-1), will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series D Warrant (Series D No. W-1) may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Series D Warrants (Series D No. W-2)

In this exhibit, we refer to the warrants (Series D No. W-2) that we issued in our June 2021 private placement to J. Stead as our Series D Warrants (Series D No. W-2). The Series D Warrants (Series D No. W-2) were issued June 4, 2021. These Series D Warrants (Series D No. W-2) are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on June 4, 2024. Each Series D Warrant (Series D No. W-2) entitles the holder to purchase 0.045410 share of our Common Stock at an exercise price of $151.86per share. There is no public trading market for the Series D Warrants (Series D No. W-2) and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series D Warrants (Series D No. W-2), upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series D Warrant (Series D No. W-2) is exercisable beginning December 4, 2021 and will expire at 5:00 p.m. (New York City time) on June 4, 2024. The Series D Warrants (Series D No. W-2) are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series D Warrants (Series D No. W-2) is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series D Warrants (Series D No. W-2), the Series D Warrant (Series D No. W-2) holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series D Warrant (Series D No. W-2).

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series D Warrant (Series D No. W-2), the holder may exercise the Series D Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series D Warrant (Series D No. W-2) is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series D Warrant (Series D No. W-2) represents the right to purchase 0.045410 share of Common Stock at an exercise price of $151.86 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances.

Subject to applicable laws and restrictions, a holder may transfer a Series D Warrant (Series D No. W-2) upon surrender of the Series D Warrant (Series D No. W-2) to us with a completed and signed assignment in the form attached to the Series D Warrant (Series D No. W-2). The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series D Warrants (Series D No. W-2) and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series D Warrant (Series D No. W-2), the holder of a Series D Warrant (Series D No. W-2), solely in such holder’s capacity as a holder of a Series D Warrant (Series D No. W-2), will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series D Warrant (Series D No. W-2) may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Series E Warrants

The Series E Warrants were issued March 1, 2022 and amended and restated November 7, 2022. These Series E Warrants are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on March 1, 2029. Each Series E Warrant entitles the holder to purchase 0.045418 share of our Common Stock at an exercise price of $12.77 per share. The exercise price is subject to a weighted anti-dilution adjustment provision. There is no public trading market for the Series E Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series E Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series E Warrant, as amended and restated effective November 7, 2022, is exercisable beginning April 18, 2023 and will expire at 5:00p.m. (New York City time) on March 1, 2029. The Series E Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series E Warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series E Warrants, the Series E Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series E Warrant.

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series E Warrant, the holder may exercise the Series E Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series E Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series E Warrant represents the right to purchase 0.045418 share of Common Stock at an exercise price of $12.77 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. The exercise price is also subject to a weighted anti-dilution adjustment provision.

Subject to applicable laws and restrictions, a holder may transfer a Series E Warrant upon surrender of the Series E Warrant to us with a completed and signed assignment in the form attached to the Series E Warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series E Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series E Warrant, the holder of a Series E Warrant, solely in such holder’s capacity as a holder of a Series E Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series E Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Series F Warrants

The Series F Warrants were issued March 1, 2022 and amended and restated November 7, 2022. These Series F Warrants are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on March 1, 2029. Each Series F Warrant entitles the holder to purchase 0.045418 share of our Common Stock at an exercise price of $12.77 per share. The exercise price is subject to a weighted anti-dilution adjustment provision. There is no public trading market for the Series F Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series F Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series F Warrant, as amended and restated effective November 7, 2022, is exercisable beginning April 18, 2023 and will expire at 5:00 p.m. (New York City time) on March 1, 2029. The Series F Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series F Warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series F Warrants, the Series F Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series F Warrant.

Ifat any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series F Warrant, the holder may exercise the Series F Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series F Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series F Warrant represents the right to purchase 0.045418 share of Common Stock at an exercise price of $12.77 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. The exercise price is also subject to a weighted anti-dilution adjustment provision.

Subject to applicable laws and restrictions, a holder may transfer a Series F Warrant upon surrender of the Series F Warrant to us with a completed and signed assignment in the form attached to the Series F Warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series F Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series F Warrant, the holder of a Series F Warrant, solely in such holder’s capacity as a holder of a Series F Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series F Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Series G Warrants

The Series G Warrants were issued June 8, 2022. These Series G Warrants are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on June 8, 2027. Each Series G Warrant entitles the holder to purchase 0.045418 share of our Common Stock at an exercise price of $12.77 per share. The exercise price is subject to a weighted anti-dilution adjustment provision. There is no public trading market for the Series G Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series G Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series G Warrant is exercisable beginning June 8, 2023 and will expire at 5:00 p.m. (New York City time) on June 8, 2027. The Series G Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series G Warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series G Warrants, the Series G Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series G Warrant.

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series G Warrant, the holder may exercise the Series G Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series G Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series G Warrant represents the right to purchase 0.045418 share of Common Stock at an exercise price of $12.77 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. The exercise price is also subject to a weighted anti-dilution adjustment provision.

Subject to applicable laws and restrictions, a holder may transfer a Series G Warrant upon surrender of the Series G Warrant to us with a completed and signed assignment in the form attached to the Series G Warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series G Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series G Warrant, the holder of a Series G Warrant, solely in such holder’s capacity as a holder of a Series G Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series G Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Series H Warrants

The Company issued warrants (the “Series H Warrants”) on February 23, 2024 (the “Series H Warrant Date”) to HFAKOH001 LLC. These Series H Warrants are separately transferable following their issuance and through their expiration at 5:00 p.m. (New York City time) on February 23, 2027. Each Series H Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $2.81 per share. There is no public trading market for the Series H Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Series H Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”

Each Series H Warrant is exercisable at any time after the Initial Exercise Date (defined below) and will expire at 5:00 p.m. (New York City time) on February 23, 2027. The “Initial Exercise Date” means (i) at any time prior to the return of ninety percent (90.0%) of the Series H Warrant pursuant to the First Amendment to Lease, the date of an event of default under the Lease, the Guaranty, the Stadium Pledge, the Mortgage or the Fields Pledge (as such terms are defined in the Series H Warrant) and (ii) at any time after the holder returns ninety percent (90.0%) of the Series H Warrants pursuant to the First Amendment to Lease, the Series H Warrant Date.

The Series H Warrants are exercisable, at the option of the holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series H Warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series H Warrants, the Series H Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series H Warrant.

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the Series H Warrant, the holder may exercise the Series H Warrant on a cashless basis. When exercised on a cashless basis, a portion of the Series H Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our Common Stock purchasable upon such exercise.

Each Series H Warrant represents the right to purchase one share of Common Stock at an exercise price of $2.81 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances.

Subject to applicable laws and restrictions, a holder may transfer a Series H Warrant upon surrender of the Series H Warrant to us with a completed and signed assignment in the form attached to the Series H Warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

There is no public trading market for the Series H Warrants and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market.

Except as set forth in the Series H Warrant, the holder of a Series H Warrant, solely in such holder’s capacity as a holder of a Series H Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

The provisions of each Series H Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

Market Price and Ticker Symbol

Our Common Stock and Series A Warrants are currently listed on Nasdaq under the symbols “HOFV,” and “HOFVW,” respectively.

The closing price of the Common Stock and Series A Warrants on March 21, 2025, was $0.88 and $0.0026, respectively.

Holders

As of March 21, 2025, there were ninety holders of record of our Common Stock, two holders of record of our Series A Preferred Stock, one holder of record of our Series B Preferred Stock, one holder of record of our Series C Preferred Stock, one holder of record of our Series A Warrants, one holder of record of our Series B Warrants, one holder of record of our Series C Warrants, one holder of record of our Series D Warrants (Series D No. W-1), one holder of record of our Series D Warrants (Series D No. W-2), two holders of record of our Series E Warrants, one holder of record of our Series F Warrants, one holder of record our Series G Warrants, and one holder of record our Series H Warrants. Such numbers do not include beneficial owners holding our securities through nominee names.

Certain Anti-Takeover Provisions of Delaware Law and Our Certificate of Incorporation

Staggered Board of Directors

Our Certificate of Incorporation provides that our board of directors is divided into three classes of directors, with the classes of approximately equal size, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors are elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our Certificate of Incorporation and Bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by our board of directors.

Special Meeting of Stockholders

Our Bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chair, by our Chief Executive Officer or by stockholders holding at least a majority of all the shares of Common Stock entitled to vote at the special meeting.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Bylaws provide that stockholders seeking to bring business before a special meeting of stockholders must provide timely notice of their intent inwriting. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our Bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but Unissued Shares

Our authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Section 203 of the Delaware General Corporation Law

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

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stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

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an affiliate of an interested stockholder; or

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an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

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our board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

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after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of Common Stock; or

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on or subsequent to the date of the transaction, the business combination is approved by our board and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Exclusive Forum Selection

Subject to limited exceptions, the sole and exclusive forum for any stockholder (including a beneficial owner) of the Company to bring (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. This forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock, Series A Warrants and Series B Warrants is Continental Stock Transfer & Trust Company.

Listing of Securities

Our Common Stock and Series A Warrants are listed on Nasdaq under the symbols “HOFV” and “HOFVW,” respectively.

EX-19.1 3 ea023299801ex19-1_hall.htm INSIDER TRADING POLICY

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 interest of the Company, that this information not be disclosed to anyone outside the Company and that no one profit as a result.

This insider trading policy (this “Policy”) applies to all directors, officers and employees of the Company and its subsidiaries (the “Covered Persons”) and any other individuals the Compliance Officer (defined in Section II below) may designate as Covered Persons because they have access to material nonpublic information concerning the Company.

This Policy is designed to limit the release of material nonpublic information and gives guidance to the Covered Persons regarding their individual obligations with respect to insider trading.

The Company is committed to protecting its confidential information. The ethical and business principles that are the foundation of this Policy may be broader than the stringent requirements of federal securities laws. However, the confidence and trust placed in the Covered Persons by the Company and its stockholders are of great value and should be preserved and protected. The reputation of the Company and each of its affiliates for integrity and professionalism are important company and personal assets.

This Policy is not designed or intended to discourage the Covered Persons from investing in the Company’s securities; indeed, the Company encourages investment in its shares by its directors, officers and employees, and the directors, officers and employees of its subsidiaries and affiliates. This Policy creates a program and certain procedures to protect the Company and the Covered Persons from inadvertent violations of the policy and the laws against insider trading.

II.

SCOPE

This Policy is drafted broadly and will be applied and interpreted in a similar manner. This Policy applies to all Covered Persons and the immediate families, personal households and affiliates of such Covered Persons.

The Company’s Assistant General Counsel shall serve as Compliance Officer for purposes of this Policy, and may designate one or more Company employees to act in his or her absence or unavailability.

III.	LEGAL CONSIDERATIONS RELATING TO MATERIAL NONPUBLIC INFORMATION

Insider trading is a serious legal concern for both the Covered Persons and the Company. The law provides for significant civil and criminal penalties for insider trading violations.

Some of those penalties are imposed upon individuals who use material nonpublic information for their own gain. Civil and criminal liability could also extend to a Covered Person who “tips” another person about material nonpublic information where that person, in turn, buys or sells shares.

There is a wide range of potential sanctions for a person found to have engaged in insider trading. Besides requiring disgorgement of profits gained or losses avoided, the Securities and Exchange Commission (the “SEC”) may seek to impose a penalty on the person who committed the violation that shall not exceed three times the profit gained or loss avoided. In addition, the federal government may seek a criminal fine of up to $5,000,000 and/or 20 years imprisonment (25 years if the conduct proven is fraudulent).

Federal securities law also creates a strong incentive for the Company to deter insider trading by its affiliates. Companies now may be held liable if they know of and recklessly disregard the conduct of their employees or affiliates and such disregard leads to an insider trading violation. A controlling person may face civil damages of up to the greater of $2,559,636 (subject to adjustment for inflation) or three times the profit gained or loss avoided as a result of a violation. The Department of Justice has the authority to bring criminal prosecution which may include fines for individuals of up to $5,000,000 for reach “willful” violation and up to 20 years in prison with corporations facing penalties of up to $25,000,000. In addition, private litigants may also be able to make significant claims against the Company.

The penalties for companies and their affiliates are different. There may be situations in which the concerns of the Company and an affiliate accused of insider trading diverge. This contrasts with most litigation, in which a company typically reinforces and supports the actions of its directors, officers and affiliates. Consequently, a person affiliated with the Company who trades on material nonpublic information should not expect the Company to protect his or her interests.

IV.	GUIDELINES

Covered Persons and the immediate families, personal households and affiliates of such Covered Persons to whom this Policy applies should consider these general rules when presented with a situation that raises concerns regarding insider trading:

Presume information is “material”

Information should be considered material if there is a substantial likelihood that a reasonable stockholder would consider it important when making an investment decision, or if the information could be viewed as altering the total mix of available information. Positive and negative information may be material.

Examples of material information include, but are not limited to:

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Earnings or revenue projections or results;

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Change in control or management;

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Distributions, dividends, or changes in distribution policies;

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Entry into an important agreement;

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An acquisition or merger proposal;

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A substantial adverse development regarding data privacy or cybersecurity;

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New business ventures, partnerships or agreements, or a change in existing ventures, partnerships or agreements;

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A default or anticipated default under debt instruments or important contracts;

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Significant regulatory developments;

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New business information relating to changes in management, impending bankruptcy or financial problems; or

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The gain or loss of a substantial customer.

Presume information is “nonpublic”

“Nonpublic information” refers to information that has not been distributed broadly to the investing public.

Trading by Directors, Officers and Other Employees and Affiliates

At the end of every quarter, the Company will announce financial information about its performance. That information may be better or worse than people who trade in the Company’s shares expect. Due to the potential impact of the release of financial information at the end of each quarter on the price of the Company’s shares, it is important to avoid any appearance of impropriety that might result if affiliates of the Company trade the Company’s shares near the end of a quarter. Therefore, the Company has instituted what it refers to as the “Black-Out Period” for directors, executive officers and certain designated employees who may have access to this information in the course of their duties. The Company will notify you if you are subject to Black-Out Periods. If you have any questions about whether you are subject to Black-Out Periods, please contact the Company’s Compliance Officer. Even if the Company is not in a Black-Out Period, no Covered Person may buy or sell the Company’s securities or Derivative Securities if in possession of material nonpublic information about the Company. Please see the discussion of Black-Out Periods and Trading Windows to determine if you are subject to these trading restrictions.

Compliance and Sanctions

The Covered Persons are personally responsible for ensuring that they and members of their immediate families and personal households comply with the provisions and intent of this Policy. Violations of this Policy will be viewed seriously. Such violations provide grounds for disciplinary action, including dismissal.

Compliance with this Policy also applies to your transactions in the Company’s securities even after your employment or position with the Company has ceased. If you are in possession of material nonpublic information when your employment or position terminates, you may not trade in the Company’s securities until that information has become public or is no longer material.

HEDGING

The Company’s employees, officers and directors may not engage in any hedging or monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment

of a short position in the Company’s securities. Further, the Company’s employees, officers and directors may not engage in the following in short-term or speculative transactions in the Company’s securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct by the Company’s employees, officers or directors:

●

Short-Term Trading. Short-term trading of the Company’s securities may be distracting to the person and may unduly focus the person on the Company’s short-term stock market performance, instead of the Company’s long-term business objectives. For these reasons, any employee, officer or director of the Company who purchases the Company’s securities in the open market may not sell any Company securities of the same class during the six months following the purchase (or vice versa).

●

Short Sales. Short sales of the Company’s securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of the Company’s securities by employees, officers or directors are prohibited. Short sales arising in certain types of hedging transactions are governed by this Policy’s prohibition on hedging transactions, as described above.

●

Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options may cause an employee, officer or director to focus on short-term performance at the expense of the Company’s long-term objectives. Accordingly, this Policy prohibits transactions by employees, officers or directors in put options, call options or other derivative securities related to the Company’s securities, on an exchange or in any other organized market. Transactions in options arising in certain types of hedging transactions are governed by this Policy’s prohibition on hedging transactions, as described above.

VI.	TRADING ON MARGIN OR PLEDGING

Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in the Company’s securities, employees, officers and directors are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan. Pledges of Company Securities arising from certain types of hedging transactions are governed by this Policy’s prohibition on hedging transactions, as described above.

An exception to this prohibition may be granted where a person covered by this Policy wishes to pledge the Company’s securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person seeking an exception from this policy must submit a request for preapproval to the designated Compliance Officer at least two weeks prior to the contemplated transaction and the person should be advised that any sale of stock by the pledgee will be deemed a sale by the pledgor for purposes of the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the prohibition on insider trading in Rule 10b-5 under the Exchange Act.

VII.	BLACKOUT PERIODS AND TRADING WINDOWS

Purpose of Black-Out Periods and Trading Windows

As part of its Insider Trading Policy, the Company has established Black-Out Periods and Trading Windows for trading in the Company’s shares for certain individuals.

Persons Subject to Black-Out Periods and Trading Windows

All directors, executive officers and certain designated employees of the Company or its subsidiaries and affiliates are subject to Black-Out Periods and Trading Windows. The Company will notify you if you are subject to Black-Out Periods and Trading Windows. If you have any questions about whether you are subject to Black-Out Periods and Trading Windows, please contact the Company’s Compliance Officer.

Black-Out Periods

The standard Black-Out Period will commence on the 15th day of the last month of each quarter (March 15, June 15, September 15 and December 15) and will end at the close of business one business day after the public announcement of the Company’s earnings for the quarter. During the Black-Out Period, all directors, executive officers and designated employees are expected to refrain from buying or selling the Company’s securities.

The foregoing prohibition does not include:

●

The cash exercise of stock options granted under the Company’s stock plans or as an inducement award. (Note, however, that a same day “cashless exercise” of stock options through a broker is considered a sale of securities for this purpose and is prohibited);

●

The vesting of restricted stock or restricted stock units under the Company’s stock plans or granted as an inducement award (but not the sale of any such shares);

●

Bona fide gifts of securities or certain other transfers of securities that are not considered a sale, such as a transfer to a family member or into a family trust;

●

Transactions in mutual funds that are invested in the Company’s securities;

●

Purchases of securities under a dividend reinvestment and stock purchase plan, if such plan is adopted by the Company, resulting from your reinvestment of dividends paid on the Company’s securities. The foregoing prohibition does include voluntary purchases of the Company’s securities resulting from additional contributions you choose to make to such a plan, and to your election to participate in such a plan or increase your level of participation in such a plan. The foregoing prohibition also includes your sale of any of the Company’s securities purchased pursuant to such a plan; and

●

Sales under an established Rule 10b5-1 plan that is adopted in accordance with, and the terms of which comply with, the requirements set forth below.

Trading Windows

When a Black-Out Period is not in effect, a “Trading Window” is open, and Covered Persons may buy or sell the Company’s securities and Derivative Securities. However, a Covered Person may not buy or sell the Company’s securities or Derivative Securities, even if a Trading Window is open, if the Covered Person is in possession of material nonpublic information about the Company.

In general, the Trading Window is open on the second business day after release of the Company’s earnings and remains open through the 14th day of the last month of each quarter (March 14, June 14, September 14 and December 14).

Additional Black-Out Periods; Early Closing of Trading Windows

Additional Black-Out Periods may be imposed during the course of an otherwise open Trading Window, and existing Black-Out Periods may be extended. Usually this will occur when the Company is imminently considering some significant decision, for example, a distribution to stockholders, a public offering of securities, an acquisition, or a major commercial transaction. At those times, you will receive a separate communication from the Compliance Officer advising of the commencement of a special Black-Out Period or an extension of a regular Black-Out Period.

We will attempt to give you as much advance notice as possible of additional Black-Out Periods, but given the nature of the transaction involved, you may receive very short notice.

Special Circumstances During Black-Out Periods

The Compliance Officer, may, but will not be obligated to, approve trades of the Company’s securities during a Black-Out Period, provided that (1) the individual proposing to engage in such a trade provides a valid reason to justify the trade, such as hardship or a desire to purchase shares to demonstrate support for the Company; and (2) the individual proposing to trade has certified prior to the proposed trade date that such individual is not in possession of material nonpublic information concerning the Company.

Pre-Clearance of Trades by Directors and Executive Officers

To further ensure compliance with securities laws and to be certain insider sales do not create any adverse impression in the market, executive officers or directors must inform the Compliance Officer of all of their trades in advance (including any hedging transactions in connection with the Company’s common stock), either in writing or by email, and the transaction must have been pre-cleared by the Compliance Officer. The attached Form of Notice may be used for that purpose. The Compliance Officer is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade. Furthermore, upon consummation of a trade, notice must be given promptly (no later than the close of the same business day) to the Compliance Officer of the occurrence and details of the trade. Using the same attached Form of Notice, the Compliance Officer must inform the Chief Financial Officer of all of his or her trades in advance (including any hedging transactions in connection with the Company’s common stock), in writing or by email, and the transaction must have been pre-cleared by the Chief Financial Officer. Upon consummation of a trade, the Compliance Officer must promptly (no later than the close of the same business day) give notice to the Chief Financial Officer of the occurrence and details of the trade.

Rule 10b5-1 under the Securities Exchange Act of 1934 provides a defense from insider trading liability if trades occur pursuant to a pre-arranged “trading plan” that meets specified conditions. Any person subject to the Company’s pre-clearance requirements who wishes to implement a trading plan under Rule 10b5-1 must first pre-clear the plan and any modification to the plan with the Compliance Officer. As required by Rule 10b5-1, you may enter into or modify a trading plan only when you are not in possession of material nonpublic information. In addition, you may not enter into a trading plan during a Black-Out Period. If you establish a trading plan, you must not exercise any subsequent discretion affecting the transactions, and if your broker or any other person exercises discretion in implementing the trades, you must not influence his or her actions with respect to the purchase or sale of Company securities and he or she must not possess any material nonpublic information at the time of the trades. A trading plan submitted for pre-clearance will not be approved by the Compliance Officer unless it includes a requirement that the first trade under such trading plan cannot occur until the later of (i) at least 90 days after the adoption or modification of the trading plan or (ii) two business days following the disclosure of the Company’s financial results in a Form 10-K or Form 10-Q for the fiscal quarter in which the directors’ or executive officers’ 10b5-1 plan was adopted or modified. Trading plans can be established for a single trade or a series of trades. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and amounts.

Even if you are not a person subject to pre-clearance requirements, you are reminded that if you possess material nonpublic information, you are still under the restrictions described elsewhere in this Policy.

Section 16 Compliance

Certain officers and directors of the Company have additional compliance requirements pursuant to Section 16 of the Securities Exchange Act of 1934, including the filing of Forms 3, 4 and 5 to report holdings and trades of the Company’s securities. Generally, if one of these officers or directors buys or sells shares of the Company’s common stock, is granted or exercises options to purchase shares of the Company’s common stock or is granted restricted stock, the officer or director must report the transaction to the SEC on a Form 4 within two business days. The Company and its legal counsel would be pleased to assist officers and directors in preparing and filing Section 16 reports at the officers’ or directors’ request. Officers and directors should recognize, however, that they remain ultimately responsible for the correct and timely filing of their Section 16 reports, and their compliance with the other requirements and restrictions of Section 16.

To comply with Section 16 reporting deadlines, the SEC requires public companies (including the Company) to report in their annual proxy statements the names of their officers and directors who failed to timely file Section 16 reports. In addition, the SEC has brought enforcement actions against corporate insiders in connection with the insiders’ failure to file Section 16 reports. Any person who willfully fails to file a report which he or she knew was required under Section 16 or who willfully misrepresents information reported under Section 16 may be subject to criminal penalties (including imprisonment and fines), in addition to SEC enforcement orders and possible civil liability.

To help ensure compliance with the requirements of Section 16, if any covered officer or director is aware of any trades in the securities of the Company which he or she has made but which have not been reported to the Company and/or to the SEC on a Form 4 or, at the end of the year, a Form 5, please contact the Compliance Officer so that the information may be reported to the SEC.

VIII.

SUMMARY

The Company has set forth a broad policy designed to limit the possibility of insider trading. However, insider trading is a complex area of the law and there are many circumstances in which an individual may be legitimately unsure about the application of this Policy. In these situations, a simple question may forestall disciplinary action or complex legal problems. Covered Persons should not hesitate to direct any questions to the Company’s Compliance Officer. Furthermore, Covered Persons should keep in mind that, in the event that their securities transactions become the subject of scrutiny, such transactions will be viewed after the fact with the benefit of hindsight. As a result, before engaging in any transaction, Covered Persons should carefully consider how the SEC and others might view the transaction in hindsight.

Adopted by the Board of Directors as of January 14, 2025

HALL OF FAME RESORT ENTERTAINMENT COMPANY INSIDER TRADING POLICY

FORM OF NOTICE

This shall serve as notice to Hall of Fame Resort Entertainment Company (the “Company”), that I, ______________________, intend to ________ purchase /_________ sell (CHECK THE APPROPRIATE SPACE(S)) the number of shares of the Company’s securities indicated at the bottom of this form in accordance with the Company’s Insider Trading Policy. I will not purchase and/or sell such securities until I am notified by the Company in writing or by email that I may buy and/or sell the securities indicated.

Dated: __________________


	(Signature)


	(Print Name)

FILL IN THE APPROPRIATE SPACES BELOW:

NUMBER OF SHARES TO BE SOLD:

NUMBER OF SHARES TO BE PURCHASED:

DESCRIPTION OF HEDGING TRANSACTION:



PRE-CLEARED AS OF _________________, 20____:

THE COMPANY

By:
Name:
Title:

EX-21.1 4 ea023299801ex21-1_hall.htm SUBSIDIARIES

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		Delaware
HOF Village Hotel I, LLC		Delaware
HOF Village Hotel II, LLC		Delaware
HOF Village Hotel WP, LLC		Delaware
HOF Village Center for Excellence, LLC		Delaware
HOF Village Center for Performance, LLC		Delaware
HOF Village Residences I, LLC		Delaware
HOF Village Parking Management I, LLC		Delaware
HOF Village Play Action Plaza, LLC		Delaware
HOF Village Restaurant Management, LLC		Delaware
HOF Village Concessions, LLC		Delaware
HOF Village Waterpark, LLC		Delaware
HOF Experience, LLC		Delaware
HOF Village Media Group, LLC		Delaware
HOF Village Retail I, LLC		Delaware
HOF Village Retail II, LLC		Delaware
HOF Village Foundation, Inc.		Ohio
Mountaineer GM LLC		Delaware
HOF Village Concessions II, LLC		Delaware

EX-23.1 5 ea023299801ex23-1_hall.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 26, 2025 with respect to the consolidated financial statements included in the Annual Report of Hall of Fame Resort and Entertainment Company on Form 10-K for the year ended December 31, 2024. We consent to the incorporation by reference of said report in the Registration Statements of Hall of Fame Resort and Entertainment Company on Form S-3 (File No. 333-266750) and on Forms S-8 (File No. 333-270572, File No. 333-259202, and File No 333-272622).

/s/ GRANT THORNTON LLP

Cleveland, Ohio
March 26, 2025

EX-31.1 6 ea023299801ex31-1_hall.htm CERTIFICATION

Exhibit 31.1

CERTIFICATION PURSUANT TO SARBANES–OXLEY ACT OF 2002

I, Michael Crawford, certify that:

I have reviewed this annual report on Form 10–K of Hall of Fame Resort & Entertainment Company;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 26, 2025	By:	/s/ Michael Crawford
		Michael Crawford
		President and Chief Executive Officer
		(Principal Executive and Financial Officer)

EX-31.2 7 ea023299801ex31-2_hall.htm CERTIFICATION

Exhibit 31.2

CERTIFICATION PURSUANT TO SARBANES–OXLEY ACT OF 2002

I, John Van Buiten, certify that:

I have reviewed this annual report on Form 10–K of Hall of Fame Resort & Entertainment Company;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 26, 2025	By:	/s/ John Van Buiten
		John Van Buiten
		Vice President of Accounting / Corporate Controller
		(Principal Accounting Officer)

EX-32 8 ea023299801ex32_hall.htm CERTIFICATION

Exhibit 32

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES–OXLEY ACT OF 2002

In connection with the Annual Report of Hall of Fame Resort & Entertainment Company (the “Company”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 26, 2025

By:

/s/ Michael Crawford

Michael Crawford

President and Chief Executive Officer

(Principal Executive and Financial Officer)

March 26, 2025	By:	/s/ John Van Buiten
		John Van Buiten
		Vice President of Accounting / Corporate Controller
		(Principal Accounting Officer)