UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delawar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delawa ...

PART I [Business](index=6&type=section&id=Item%201.%20Business) The company is a resort and entertainment entity facing significant financial challenges, including a terminated lease and a take-private proposal - The company operates through three business verticals: destination-based assets (Hall of Fame Village), media (Hall of Fame Village Media), and gaming (Gold Summit Gaming)[15](index=15&type=chunk) - The Hall of Fame Village development is structured in three phases; Phase I is operational, Phase II assets are mostly operational, and Phase III is in planning[16](index=16&type=chunk)[18](index=18&type=chunk)[38](index=38&type=chunk) - On January 11, 2024, the company sold an **80% interest** in its ForeverLawn Sports Complex business to Sandlot Facilities, LLC[22](index=22&type=chunk)[31](index=31&type=chunk)[46](index=46&type=chunk) - The waterpark ground lease was terminated on October 26, 2024, due to a non-payment default, triggering cross-defaults on approximately **$81 million** of other loan agreements[23](index=23&type=chunk)[69](index=69&type=chunk)[73](index=73&type=chunk) - On September 27, 2024, the company received a preliminary, non-binding proposal from an affiliate of director Stuart Lichter to take the company private[78](index=78&type=chunk) - On March 12, 2025, Michael Crawford announced his resignation as President, CEO, and Chairman to pursue another opportunity[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - The company received a **$9.8 million** grant from the State of Ohio in June 2024 to support the Hall of Fame Village development[67](index=67&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors.) The company faces substantial risks threatening its viability, including recurring losses, significant debt, and a deficient cash position - The company's recurring losses, significant debt, and deficient cash position have raised **substantial doubt about its ability to continue as a going concern**[101](index=101&type=chunk)[102](index=102&type=chunk) - As of December 31, 2024, the company had total consolidated debt outstanding of approximately **$251.2 million**[98](index=98&type=chunk) - The termination of the waterpark ground lease has put key assets at risk, including the Tom Benson Hall of Fame Stadium, which could be foreclosed upon[104](index=104&type=chunk)[107](index=107&type=chunk)[112](index=112&type=chunk) - The company has experienced **significant management turnover**, including the resignations of its CFO, General Counsel, and President & CEO[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - The company is at risk of being **delisted from Nasdaq** for failing to hold an annual meeting of stockholders within the required timeframe[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - Management has identified **material weaknesses in its internal control over financial reporting**, which could lead to inaccurate financial reporting[151](index=151&type=chunk)[152](index=152&type=chunk) [Unresolved Staff Comments](index=29&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports that it has no unresolved staff comments from the SEC - Not applicable[170](index=170&type=chunk) [Cybersecurity](index=29&type=section&id=Item%201C.%20Cybersecurity.) The company has established processes for managing cybersecurity threats, with board oversight, and has experienced no material incidents to date - The company has integrated processes for assessing, identifying, and managing material risks from cybersecurity threats into its overall risk management system[171](index=171&type=chunk) - The Board of Directors has delegated administration of its cybersecurity risk oversight function to the Audit Committee[177](index=177&type=chunk) - The company has not encountered cybersecurity challenges that have materially impaired its operations or financial standing[176](index=176&type=chunk) [Properties](index=30&type=section&id=Item%202.%20Properties.) The company's property portfolio was significantly altered in 2024 by the sale of its sports complex interest and a waterpark lease termination - The company owns real property in Canton, Ohio, but certain key parcels are subject to long-term ground leases[182](index=182&type=chunk) - On January 11, 2024, the company sold **80% of its interest** in the ForeverLawn Sports Complex business[183](index=183&type=chunk) - On October 26, 2024, the company surrendered the waterpark premises following a notice of termination on its ground lease[184](index=184&type=chunk) [Legal Proceedings](index=30&type=section&id=Item%203.%20Legal%20Proceedings.) Information regarding legal proceedings is incorporated by reference from the notes to the Consolidated Financial Statements - The report refers to Note 8, "Contingencies," for information on legal proceedings[185](index=185&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[186](index=186&type=chunk) PART II [Market For Registrant's Common Equity, Related Stockholder Matters And Issuer's Purchases Of Equity Securities](index=31&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20And%20Issuer's%20Purchases%20Of%20Equity%20Securities.) The company's common stock trades on Nasdaq under "HOFV", and the company has never paid cash dividends and does not intend to - The company's Common Stock is traded on The NASDAQ Capital Market under the symbol **"HOFV"**[187](index=187&type=chunk) - As of March 21, 2025, there were **90 holders of record** of the Common Stock[188](index=188&type=chunk) - The company has **never paid cash dividends** and does not intend to in the foreseeable future[189](index=189&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses declining revenue, a reduced net loss, and a critical liquidity position that threatens the company's viability [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Fiscal year 2024 saw lower revenues but a smaller net loss due to reduced operating expenses and a government grant Consolidated Results of Operations (Years Ended December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | **Total revenues** | **$21,205,933** | **$24,129,673** | | Total operating expenses | $50,872,394 | $73,577,814 | | Loss from operations | ($29,666,461) | ($49,448,141) | | Total other expense | ($26,196,174) | ($19,305,663) | | **Net loss** | **($55,862,635)** | **($68,753,804)** | | Net loss attributable to HOFRE stockholders | ($56,918,047) | ($69,745,539) | | **Net loss per share – basic and diluted** | **($8.72)** | **($11.97)** | - Total revenues decreased by **$2.9 million (12.1%)** year-over-year, mainly from lower event, restaurant, and hotel revenues[203](index=203&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk) - Total operating expenses decreased by **$22.7 million (30.9%)** year-over-year, largely due to reduced operating costs and a non-recurring impairment charge[203](index=203&type=chunk)[207](index=207&type=chunk)[209](index=209&type=chunk) - Interest expense increased by **$8.5 million (45.4%)** due to higher debt levels and interest rates[211](index=211&type=chunk) - The company recognized a **$9.8 million government grant** from the State of Ohio in 2024, which was not present in 2023[215](index=215&type=chunk) - A loss of **$5.2 million** was recognized in 2024 due to the termination of the waterpark ground lease financing liability[221](index=221&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is critical, with minimal cash, significant near-term debt, and substantial doubt about its going concern status - The company's financial condition raises **substantial doubt about its ability to continue as a going concern**[225](index=225&type=chunk) - As of December 31, 2024, the company had approximately **$0.4 million of unrestricted cash** and $4.0 million of restricted cash[223](index=223&type=chunk) - The company has **$109.5 million in debt principal payments** coming due through December 31, 2025[223](index=223&type=chunk) Summary of Cash Flows (Years Ended December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | **Cash used in Operating Activities** | **($10,914,970)** | **($27,000,438)** | | Cash used in Investing Activities | ($7,767,670) | ($27,826,165) | | Cash provided by Financing Activities | $11,314,108 | $33,126,304 | | **Net decrease in cash and restricted cash** | **($7,368,532)** | **($21,700,299)** | [Quantitative and Qualitative Disclosure About Market Risk](index=38&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk.) The company states that it is not exposed to market risk related to interest rates on foreign currencies - The Company is not exposed to market risk related to interest rates on foreign currencies[237](index=237&type=chunk) [Financial Statements and Supplementary Data](index=38&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section indicates that the required financial statements are included in Item 15 of the report, beginning on page F-1 - The financial statements required by this Item are included in Item 15 of this report and are presented beginning on page F-1[238](index=238&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=38&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[239](index=239&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that disclosure controls were not effective as of year-end due to material weaknesses in internal control over financial reporting - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2024[240](index=240&type=chunk) - **Material weaknesses** were identified related to the precise and timely review of financial information and ineffective controls over non-routine transactions[245](index=245&type=chunk) - Management has designed and implemented additional controls and will continue to test their effectiveness as part of its remediation plan[246](index=246&type=chunk)[250](index=250&type=chunk) [Other Information](index=39&type=section&id=Item%209B.%20Other%20Information.) The company reports no other information for this item - None[248](index=248&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=40&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance.) This section provides biographical information for directors and officers and outlines the board's structure and governance policies - The report lists the eight members of the Board of Directors and four executive officers as of March 2025, providing detailed biographies for each[254](index=254&type=chunk)[265](index=265&type=chunk) - The Board is divided into three classes (A, B, and C) with staggered three-year terms[277](index=277&type=chunk) - The company postponed its 2024 Annual Meeting of Stockholders to review a non-binding proposal to take the company private[279](index=279&type=chunk) - The Board has determined that **six of its directors are independent** in accordance with Nasdaq listing rules[280](index=280&type=chunk) [Executive Compensation](index=49&type=section&id=Item%2011.%20Executive%20Compensation.) This section details NEO compensation, the CEO's resignation agreement, and director pay, noting unpaid fees for 2024 Summary Compensation Table for Named Executive Officers (2024) | Name | Position | Salary ($) | Bonus ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Michael Crawford | President, CEO & Chairman | 976,153 | 720,000 | 94,159 | 1,790,312 | | Tara Charnes | General Counsel & Secretary | 251,790 | 160,000 | 10,966 | 422,756 | | Anne Graffice | EVP, Global Marketing & Public Affairs | 299,230 | 50,000 | 13,266 | 362,496 | | Lisa Gould | SVP, HR & IT | 190,000 | 65,600 | 13,383 | 268,983 | - CEO Michael Crawford **resigned effective March 12, 2025**, entering into a Retention and Consulting Agreement with a $300,000 retention bonus[317](index=317&type=chunk)[318](index=318&type=chunk) - Independent director compensation for 2024 includes a **$40,000 annual retainer**, committee chair retainers, meeting fees, and a $75,000 RSU award[338](index=338&type=chunk) - As of March 26, 2025, independent directors **had not received their cash compensation** earned for the third and fourth quarters of 2024[340](index=340&type=chunk) [Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters](index=56&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20And%20Related%20Stockholder%20Matters.) Ownership is highly concentrated, with director Stuart Lichter and affiliated entities beneficially owning a controlling stake of 72.3% Beneficial Ownership as of March 21, 2025 | Name of Beneficial Owner | Number of Shares | Percentage | | :--- | :--- | :--- | | Stuart Lichter | 13,593,978 | 72.3% | | All current directors and executive officers as a group (12 individuals) | 13,938,992 | 74.1% | | HOF Village, LLC | 840,168 | 12.3% | | CH Capital Lending, LLC | 11,856,828 | 66.6% | - Beneficial ownership is **highly concentrated**, with director Stuart Lichter and his affiliated entities holding a **controlling interest of 72.3%**[349](index=349&type=chunk)[353](index=353&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=60&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence.) The company has extensive related-party transactions, primarily involving financing from entities affiliated with director Stuart Lichter - The company has a Director Nominating Agreement with **HOF Village, LLC** (an IRG affiliate) and **PFHOF**, granting them rights to designate board members[365](index=365&type=chunk)[366](index=366&type=chunk) - An Amended and Restated Global License Agreement with **PFHOF** governs the use of its marks, waiving the $600,000 annual license fee for 2024[717](index=717&type=chunk)[718](index=718&type=chunk) - Entities affiliated with director Stuart Lichter, such as **CH Capital Lending, LLC (CHCL)** and **Industrial Realty Group, LLC (IRG)**, are the company's primary lenders[376](index=376&type=chunk)[379](index=379&type=chunk)[391](index=391&type=chunk)[396](index=396&type=chunk) - Stuart Lichter has **personally guaranteed** several of the company's financial obligations[414](index=414&type=chunk)[419](index=419&type=chunk)[424](index=424&type=chunk) - In late 2024 and early 2025, **CHCL** provided additional financing through a note that was amended multiple times to increase the facility up to **$6.5 million**[429](index=429&type=chunk)[433](index=433&type=chunk)[434](index=434&type=chunk) [Principal Accountant Fees and Services](index=73&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) Total fees billed by the principal accountant, Grant Thornton LLP, were $507,703 for fiscal year 2024, all pre-approved by the Audit Committee Accountant Fees (Fiscal Years) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $482,703 | $453,033 | | Audit-Related Fees | $25,000 | $42,500 | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **$507,703** | **$495,533** | - The Audit Committee's charter requires pre-approval of all audit and permissible non-audit services, and all services were approved accordingly[440](index=440&type=chunk)[442](index=442&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=74&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This section lists all exhibits filed with the Form 10-K and indicates the location of the consolidated financial statements - The consolidated financial statements of the Company for the fiscal years covered by this Annual Report are located beginning on page F-1[445](index=445&type=chunk) - A detailed list of exhibits is provided, including foundational corporate documents, material contracts, and numerous loan and security agreements[446](index=446&type=chunk)[448](index=448&type=chunk)[449](index=449&type=chunk) [Form 10–K Summary](index=87&type=section&id=Item%2016.%20Form%2010%E2%80%93K%20Summary.) This item is not applicable to the company - Not applicable[464](index=464&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=90&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion but included a going concern paragraph due to recurring losses and significant debt - The auditor, Grant Thornton LLP, issued an **unqualified opinion** on the financial statements[473](index=473&type=chunk)[479](index=479&type=chunk) - The audit report contains a **"Going Concern" paragraph**, highlighting substantial doubt about the Company's ability to continue operations[474](index=474&type=chunk) [Consolidated Financial Statements](index=91&type=section&id=Consolidated%20Financial%20Statements) The financial statements show a deteriorating financial position with decreased assets, a significant net loss, and a sharp drop in cash Consolidated Balance Sheets (as of December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | **Total assets** | **$366,705,811** | **$441,896,633** | | Total liabilities | $294,474,352 | $315,159,219 | | **Total equity** | **$72,231,459** | **$126,737,414** | | Notes payable, net | $245,747,816 | $219,532,941 | Consolidated Statements of Operations (for the years ended December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Total revenues | $21,205,933 | $24,129,673 | | Loss from operations | ($29,666,461) | ($49,448,141) | | **Net loss** | **($55,862,635)** | **($68,753,804)** | Consolidated Statements of Cash Flows (for the years ended December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($10,914,970) | ($27,000,438) | | Net cash used in investing activities | ($7,767,670) | ($27,826,165) | | Net cash provided by financing activities | $11,314,108 | $33,126,304 | | **Cash and restricted cash, end of year** | **$4,447,551** | **$11,816,083** | [Notes to Consolidated Financial Statements](index=97&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail critical issues including going concern, a complex debt structure, and significant related-party transactions - **Going Concern (Note 1):** The company's recurring losses and **$109.5 million of debt due through Dec 31, 2025**, raise substantial doubt about its ability to continue as a going concern[501](index=501&type=chunk)[503](index=503&type=chunk) - **Notes Payable (Note 4):** As of Dec 31, 2024, the company had **$245.7 million in net notes payable**, with significant amounts from related parties[596](index=596&type=chunk) - **Financing Liability (Note 12):** The termination of the waterpark ground lease resulted in a **loss of $5.2 million** and triggered defaults on approximately **$81 million** of other debt[759](index=759&type=chunk)[765](index=765&type=chunk)[766](index=766&type=chunk) - **Disposition (Note 13):** On January 11, 2024, the company sold an **80% interest** in its ForeverLawn Sports Complex for a net purchase price of $9.8 million[771](index=771&type=chunk)[772](index=772&type=chunk) - **Subsequent Events (Note 16):** Events after year-end include receiving a Nasdaq deficiency notice, increasing a credit facility with a related party, and the CEO's resignation[782](index=782&type=chunk)[785](index=785&type=chunk)[792](index=792&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20statements) Financial statements show decreased assets and equity, increased liabilities, and continued net losses, raising going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $435.6 million, liabilities increased to $341.9 million, and equity fell to $93.7 million Condensed Consolidated Balance Sheets (in USD) | | September 30, 2024 (unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$435,640,564** | **$441,896,633** | | Cash | $2,569,355 | $3,243,353 | | Property and equipment, net | $335,114,292 | $344,378,835 | | Project development costs | $71,910,357 | $59,366,200 | | **Total Liabilities** | **$341,938,767** | **$315,159,219** | | Notes payable, net | $241,587,376 | $219,532,941 | | Financing liability | $68,879,042 | $62,982,552 | | **Total Equity** | **$93,701,797** | **$126,737,414** | | Accumulated deficit | ($251,972,782) | ($216,643,882) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenues decreased in Q3 2024, but reduced expenses and a state grant significantly lowered the net loss Condensed Consolidated Statements of Operations (in USD) | Metric | Q3 2024 | Q3 2023 | 9 Months 2024 | 9 Months 2023 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$7,501,626** | **$8,744,829** | **$16,392,610** | **$17,992,539** | | Loss from Operations | ($7,151,484) | ($10,038,513) | ($22,633,394) | ($34,131,631) | | Other Income (Expense) | $2,731,154 | ($6,125,839) | ($11,906,094) | ($14,718,507) | | **Net Loss** | **($4,420,330)** | **($16,164,352)** | **($34,539,488)** | **($48,850,138)** | | Net Loss Per Share | ($0.72) | ($2.89) | ($5.42) | ($8.77) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations improved to $7.1 million, with overall cash decreasing by $4.3 million Condensed Consolidated Statements of Cash Flows (in USD) | Cash Flow Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($7,126,021) | ($19,606,299) | | Net cash used in investing activities | ($8,682,184) | ($20,069,154) | | Net cash provided by financing activities | $11,476,550 | $17,918,352 | | **Net decrease in cash and restricted cash** | **($4,331,655)** | **($21,757,101)** | | Cash and restricted cash, end of period | $7,484,428 | $11,759,281 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail liquidity issues, going concern doubts, substantial debt, related-party transactions, and critical subsequent events - The company has sustained recurring losses, with an accumulated deficit of **$252.0 million** as of September 30, 2024. It has approximately **$97.1 million** of debt coming due through November 13, 2025. These conditions raise substantial doubt about the Company's ability to continue as a going concern[24](index=24&type=chunk)[27](index=27&type=chunk) - On October 26, 2024, the company received a notice of termination for its waterpark ground lease due to a payment default. This event of default triggers cross-defaults under other loan agreements totaling approximately **$81 million** in gross principal outstanding[26](index=26&type=chunk)[263](index=263&type=chunk)[268](index=268&type=chunk) - On September 27, 2024, Industrial Realty Group, Inc. (IRG), an affiliate of a director, delivered a non-binding proposal to acquire all outstanding shares of the company for **$1.98 per share** in cash. A special committee is evaluating the proposal[25](index=25&type=chunk)[224](index=224&type=chunk) Notes Payable Breakdown (in USD) | Debt Category | Gross Principal (Sep 30, 2024) | | :--- | :--- | | Total Notes Payable | $247,995,932 | | Less: Debt discount and deferred financing costs | ($6,408,556) | | **Total Net Notes Payable** | **$241,587,376** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%202.%20Management%27s%20discussion%20and%20analysis%20of%20financial%20condition%20and%20results%20of%20operations) MD&A discusses Hall of Fame Village operations, Q3 revenue decline, reduced operating loss, and severe liquidity challenges - The company's strategic plan involves three phases of development for the Hall of Fame Village. Phase I is operational, Phase II components are largely complete but the waterpark ground lease was terminated, and Phase III plans may include residential space and additional attractions[275](index=275&type=chunk)[277](index=277&type=chunk) - On October 26, 2024, the company received a notice of lease termination for its waterpark due to a payment default of approximately **$2.6 million**. This default triggers cross-defaults on other loan agreements totaling approximately **$81 million**[303](index=303&type=chunk)[304](index=304&type=chunk)[307](index=307&type=chunk) Q3 2024 Financial Performance Summary (in USD) | Metric | Q3 2024 | Q3 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $7.5M | $8.7M | -14.2% | | Operating Expenses | $8.6M | $12.4M | -30.7% | | Loss from Operations | ($7.2M) | ($10.0M) | +28.0% | | Net Loss | ($4.4M) | ($16.2M) | +72.8% | - The company's liquidity position is critical, with only **$2.6 million** in unrestricted cash as of September 30, 2024, and **$97.1 million** in debt principal payments due through November 13, 2025. Management states these conditions raise substantial doubt about the company's ability to continue as a going concern[343](index=343&type=chunk)[348](index=348&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20qualitative%20disclosures%20about%20market%20risk) This section is not applicable for the current reporting period - Not applicable[356](index=356&type=chunk) [Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20procedures) A material weakness in internal control over financial reporting was identified, rendering disclosure controls ineffective - A material weakness was identified in internal control over financial reporting related to the precise and timely review of information used for financial statement preparation[358](index=358&type=chunk) - As a result of the material weakness, the CEO and interim PAO concluded that disclosure controls and procedures were not effective as of September 30, 2024[359](index=359&type=chunk) - The company is continuing to implement its remediation plan for the material weakness[360](index=360&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20proceedings) The company has no pending litigation expected to materially adversely affect its financial condition or operations - The Company does not have any pending litigation that would have a material adverse effect on its results of operations, financial condition, or cash flows[362](index=362&type=chunk) [Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20factors) Key risks include material weakness in controls, going concern doubts, acquisition uncertainty, waterpark lease termination, and Nasdaq delisting - **Going Concern:** Recurring losses and significant upcoming debt payments raise substantial doubt about the company's ability to continue as a going concern[368](index=368&type=chunk)[369](index=369&type=chunk) - **Waterpark Lease Termination:** The termination of the waterpark ground lease on October 26, 2024, due to default is expected to have a material adverse effect on liquidity and has resulted in defaults on other loan agreements totaling approximately **$81 million**[373](index=373&type=chunk)[378](index=378&type=chunk) - **Material Weakness:** A material weakness in internal control over financial reporting has been identified, which could lead to inaccurate financial reporting and adversely affect investor confidence[364](index=364&type=chunk)[365](index=365&type=chunk) - **Acquisition Proposal Uncertainty:** There is no assurance that the non-binding acquisition proposal from IRG will result in a definitive transaction, and the uncertainty could adversely impact the stock price[371](index=371&type=chunk)[372](index=372&type=chunk) - **Nasdaq Delisting Risk:** The company is at risk of being delisted from Nasdaq if its minimum bid price remains below **$1.00**, which would negatively affect stock liquidity and market price[381](index=381&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20sales%20of%20equity%20securities%20and%20use%20of%20proceeds) The company reported no unregistered sales of equity securities during the period - None[383](index=383&type=chunk) [Defaults Upon Senior Securities](index=69&type=section&id=Item%203.%20Defaults%20upon%20senior%20securities) No defaults on senior securities were reported for the period, though subsequent events triggered other loan defaults - None reported for the period ended September 30, 2024[384](index=384&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delawar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delawa ...

PART I [Business](index=5&type=section&id=Item%201.%20Business) Hall of Fame Resort & Entertainment Company (HOFRE) leverages professional football's popularity through its Hall of Fame Village development, diversified across destination assets, media content, and gaming - The company's business model is diversified across three main pillars: developing destination-based assets (Hall of Fame Village), creating media content (Hall of Fame Village Media), and engaging in the gaming sector (fantasy sports, eGaming, sports betting)[16](index=16&type=chunk)[23](index=23&type=chunk) - The Hall of Fame Village development is structured in three phases: **Phase I (Operational)** includes the Tom Benson Hall of Fame Stadium and the ForeverLawn Sports Complex; **Phase II (Underway)** includes hotels, Constellation Center for Excellence, Center for Performance, and the Gameday Bay Waterpark (expected opening early 2025); **Phase III (Planning)** may include residential space and additional entertainment and dining options[17](index=17&type=chunk)[18](index=18&type=chunk)[35](index=35&type=chunk) - In January 2024, the company completed a strategic sale of **80%** of its ForeverLawn Sports Complex business to Sandlot Facilities, LLC for a **$10 million** purchase price to form a partnership focused on youth sports programming[22](index=22&type=chunk)[56](index=56&type=chunk) - The company resolved a dispute with Johnson Controls, Inc. (JCI) via arbitration, resulting in a net gain of **$4.1 million** in 2023 and the termination of both the Naming Rights and Technology as a Service (TAAS) agreements[47](index=47&type=chunk)[48](index=48&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from its early-stage nature, significant debt, and recurring losses, raising substantial doubt about its going concern ability - The company is an early-stage entity with a limited operating history and has sustained recurring losses, leading to an accumulated deficit of **$216.6 million** as of December 31, 2023[62](index=62&type=chunk)[66](index=66&type=chunk)[114](index=114&type=chunk) - Management has identified conditions that raise substantial doubt about the company's ability to continue as a going concern, requiring additional capital to fund operations, service its **$62.1 million** in debt payments due through 2024, and complete its development plans[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - A material weakness in internal control over financial reporting has been identified related to the review and analysis of information used to prepare financial statements and disclosures, which could result in a material misstatement of financial reports[132](index=132&type=chunk)[133](index=133&type=chunk) - The business is highly dependent on discretionary consumer spending, which can be negatively affected by economic downturns, and faces significant competition from other entertainment venues, theme parks, and media producers[80](index=80&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - The company's sports betting and eSports operations are subject to complex and evolving laws and regulations, and failure to obtain or maintain necessary licenses could materially harm the business[101](index=101&type=chunk)[102](index=102&type=chunk) [Unresolved Staff Comments](index=28&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable as the company has no unresolved staff comments from the SEC - Not applicable[152](index=152&type=chunk) [Cybersecurity](index=28&type=section&id=Item%201C.%20Cybersecurity) The company has implemented a cybersecurity risk management program, overseen by the audit committee, and has not experienced any material incidents - The company has established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats, with primary responsibility resting with the Director of IT[154](index=154&type=chunk)[156](index=156&type=chunk) - The board of directors, through its audit committee, oversees the cybersecurity risk management process, receiving periodic briefings from the CEO, General Counsel, and Chief Accounting Officer[160](index=160&type=chunk)[163](index=163&type=chunk) - To date, the company has not encountered cybersecurity challenges that have materially impaired its operations or financial standing[159](index=159&type=chunk) [Properties](index=29&type=section&id=Item%202.%20Properties) The company owns real property in Canton, Ohio, for its Hall of Fame Village and hotel, but key parcels are subject to long-term ground leases or sale-leaseback financing arrangements - The company owns real property in Canton, Ohio, but certain key parcels for the Hall of Fame Village, including the stadium, are subject to long-term ground leases[42](index=42&type=chunk)[164](index=164&type=chunk) - The land for the Fan Engagement Zone and Gameday Bay waterpark are subject to sale-leaseback financing arrangements, which allow the company to buy back the property at its option within specified time periods[43](index=43&type=chunk) [Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 8, "Contingencies," in the Consolidated Financial Statements section of this report - Details on legal proceedings are provided in Note 8, "Contingencies," to the Consolidated Financial Statements[166](index=166&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[167](index=167&type=chunk) PART II [Market For Registrant's Common Equity, Related Stockholder Matters And Issuer's Purchases Of Equity Securities](index=30&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20And%20Issuer's%20Purchases%20Of%20Equity%20Securities) The company's common stock trades on NASDAQ under "HOFV", underwent a 1-for-22 reverse stock split in 2022, and has no plans for future cash dividends - The company's common stock trades on The NASDAQ Capital Markets under the symbol "**HOFV**"[170](index=170&type=chunk) - A **1-for-22** reverse stock split of common stock was completed on December 27, 2022[169](index=169&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future[172](index=172&type=chunk) [Reserved](index=30&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports a significant 51% increase in total revenues to $24.1 million for 2023, but net loss widened to $68.8 million due to increased expenses, impairment charges, and rising interest expense, raising substantial doubt about going concern Financial Summary | | For the Years Ended December 31, | | | :--- | :--- | :--- | | | **2023 ($)** | **2022 ($)** | | **Total revenues** | 24,129,673 | 15,979,372 | | **Loss from operations** | (49,448,141) | (37,990,305) | | **Net loss** | (68,753,804) | (46,168,311) | | **Net loss attributable to HOFRE stockholders** | (69,745,539) | (46,946,504) | | **Net loss per share – basic and diluted** | (11.97) | (9.01) | - Total revenues increased by **51.0%** year-over-year, primarily driven by a **94.7%** increase in event, rents, restaurant, and other revenues due to hosting the USFL, concerts, and the opening of Don Shula's restaurant[186](index=186&type=chunk)[188](index=188&type=chunk) - Operating expenses rose by **20.0%** to **$43.2 million** in 2023, driven by higher personnel costs and production costs for events and media[190](index=190&type=chunk) - An impairment expense of **$8.8 million** was recorded in 2023 related to the ForeverLawn Sports Complex and film costs; no such expense was recorded in 2022[192](index=192&type=chunk) - The company faces significant liquidity challenges, with recurring losses, an accumulated deficit of **$216.6 million**, and **$62.1 million** in debt principal payments due through December 31, 2024, raising substantial doubt about its ability to continue as a going concern[201](index=201&type=chunk)[202](index=202&type=chunk) Cash Flow Summary | Cash Flow Summary | For the Year Ended December 31, 2023 ($) | For the Year Ended December 31, 2022 ($) | | :--- | :--- | :--- | | **Operating Activities** | (27,000,438) | (4,892,748) | | **Investing Activities** | (27,826,165) | (112,128,287) | | **Financing Activities** | 33,126,304 | 133,149,377 | [Quantitative and Qualitative Disclosure About Market Risk](index=36&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company states that it is not exposed to market risk related to interest rates on foreign currencies - The Company is not exposed to market risk related to interest rates on foreign currencies[216](index=216&type=chunk) [Financial Statements and Supplementary Data](index=36&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section indicates that the company's audited consolidated financial statements are included in Item 15 of the report, starting on page F-1 - The financial statements required by this item are included in Item 15 of this report, beginning on page F-1[217](index=217&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=36&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) On April 3, 2023, the company dismissed Marcum LLP and appointed Grant Thornton LLP as its independent registered public accounting firm, reporting no disagreements with the former auditor - On April 3, 2023, the Audit Committee dismissed Marcum LLP and appointed Grant Thornton LLP as the new independent registered public accounting firm[218](index=218&type=chunk)[221](index=221&type=chunk) - There were no disagreements with the former auditor, Marcum LLP, on accounting principles, practices, or financial statement disclosure[220](index=220&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2023, due to a material weakness in financial reporting controls, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023[223](index=223&type=chunk) - A material weakness was identified 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"[228](index=228&type=chunk) - Management has implemented a remediation plan, including designing additional controls, with the expectation of completion before the end of fiscal year 2024[229](index=229&type=chunk)[233](index=233&type=chunk) [Other Information](index=37&type=section&id=Item%209B.%20Other%20Information) There is no other information to report in this section - None[231](index=231&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=37&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable to the company - Not Applicable[232](index=232&type=chunk) PART III [Directors, Executive Officers, Corporate Governance, Compensation, Security Ownership, and Accountant Fees](index=38&type=section&id=Item%2010-14) Information for Items 10 through 14 is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=39&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K and directs readers to the consolidated financial statements beginning on page F-1 - The consolidated financial statements for the fiscal years covered by the report are located beginning on page F-1[241](index=241&type=chunk) - A comprehensive list of exhibits is provided, including corporate governance documents, material contracts such as loan and license agreements, and required SEC certifications[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) [Form 10–K Summary](index=50&type=section&id=Item%2016.%20Form%2010%E2%80%93K%20Summary) This section is not applicable - Not applicable[257](index=257&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=53&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's opinion states fair presentation but includes a "Going Concern" paragraph highlighting substantial doubt due to recurring losses, negative cash flow, and significant debt maturities - The auditor's report contains a "Going Concern" paragraph, citing the company's net loss of **$68.7 million**, cash used in operations of **$27.0 million** in 2023, and **$62.1 million** of debt due through December 31, 2024[267](index=267&type=chunk) - The financial statements have been prepared assuming the company will continue as a going concern, and do not include any adjustments related to the potential inability to meet future obligations[267](index=267&type=chunk) [Consolidated Financial Statements](index=55&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for 2023 show decreased total assets to $441.9 million, increased total liabilities to $315.2 million, and a widened net loss of $68.8 million Balance Sheet Summary | Balance Sheet Summary | As of Dec 31, 2023 ($) | As of Dec 31, 2022 ($) | | :--- | :--- | :--- | | **Total Assets** | 441,896,633 | 456,296,961 | | **Total Liabilities** | 315,159,219 | 265,038,849 | | **Total Stockholders' Equity** | 126,737,414 | 191,258,112 | Statement of Operations Summary | Statement of Operations Summary | For the Year Ended Dec 31, 2023 ($) | For the Year Ended Dec 31, 2022 ($) | | :--- | :--- | :--- | | **Total Revenues** | 24,129,673 | 15,979,372 | | **Net Loss** | (68,753,804) | (46,168,311) | Statement of Cash Flows Summary | Statement of Cash Flows Summary | For the Year Ended Dec 31, 2023 ($) | For the Year Ended Dec 31, 2022 ($) | | :--- | :--- | :--- | | **Net cash used in operating activities** | (27,000,438) | (4,892,748) | [Notes to Consolidated Financial Statements](index=61&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail critical financial aspects, including going concern uncertainty, extensive debt obligations, sponsorship dispute resolution, related-party transactions, financing liabilities from sale-leasebacks, and the January 2024 sports complex sale - **Going Concern (Note 1):** The company requires additional financing to fund its development plan and working capital, and there are no assurances it can be obtained, raising substantial doubt about the company's ability to continue as a going concern[305](index=305&type=chunk)[310](index=310&type=chunk) - **Notes Payable (Note 4):** As of December 31, 2023, the company had total net notes payable of **$219.5 million**, with minimum required principal payments in 2024 of **$62.1 million**[404](index=404&type=chunk)[447](index=447&type=chunk) - **Sponsorships (Note 6):** The arbitration with Johnson Controls Inc. (JCI) concluded, terminating the agreements and resulting in a recognized gain of **$4.1 million** for the company in 2023[508](index=508&type=chunk) - **Financing Liability (Note 12):** Sale-leaseback transactions for the Fan Engagement Zone and the future waterpark were accounted for as financing arrangements, resulting in a financing liability of **$63.0 million** on the balance sheet as of December 31, 2023[578](index=578&type=chunk)[579](index=579&type=chunk)[580](index=580&type=chunk) - **Subsequent Events (Note 15):** On January 11, 2024, the company completed the sale of an **80%** stake in its ForeverLawn Sports Complex business for a **$10 million** purchase price[588](index=588&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) (S ...

For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Delawar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 001–38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) Delawa ...