{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-047082","form_type":"8-K","ticker":null,"cik":"0001708176","company_name":"Hall of Fame Resort & Entertainment Co","filed_at":"2025-12-31T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.224316+00:00","generated_at":"2026-05-16T11:54:27.151885+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Hall of Fame Resort completes merger with IRG affiliate; shareholders receive $0.90/share","bullets":["Merger closed Dec 31, 2025; each common share converted into $0.90 cash, no interest.","Preferred stock and treasury shares canceled for no consideration.","Company becomes subsidiary of HOFV Holdings; change of control effective.","All six directors (Karl Holz, Marcus Allen, etc.) resigned at effective time.","Stock delisted from OTC; Form 15 to be filed to terminate SEC registration."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-047082","json":"https://secwatch.observer/filing/0001140361-25-047082.json","markdown":"https://secwatch.observer/filing/0001140361-25-047082.md","text":"https://secwatch.observer/filing/0001140361-25-047082.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/ef20062028_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:54:27.151885+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"40c720298322cc76e27b16b3e5ce10b3976917c3","claim":"Hall of Fame Resort & Entertainment Co: The Company's Fourth Amended and Restated Certificate of Incorporation was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation in connection with the merger (effective 2025-12-31).","evidence_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","confidence":0.96},{"claim_id":"e6fb912b01ddfa39fbcbb7cd7eddf94e7195e410","claim":"Hall of Fame Resort & Entertainment Co: The Company's Amended and Restated Bylaws were amended and restated in their entirety to be in the form of the bylaws of Merger Sub, with conforming name changes (effective 2025-12-31).","evidence_excerpt":"Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","confidence":0.96},{"claim_id":"21ec106b24f92dc49f24e16b3c99cbfeb760c589","claim":"Hall of Fame Resort & Entertainment Co underwent a change of control involving HOFV Holdings, LLC (Parent) and Omaha Merger Sub, Inc. (Merger Sub) (closed 2025-12-31).","evidence_excerpt":"completed the transactions contemplated by the previously announced Agreement and Plan of Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","comparable_excerpt":"the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; 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starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"completed the transactions contemplated by the previously announced Agreement and Plan of Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"completed the transactions contemplated by the previously announced Agreement and Plan of Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001140361-26-019333","ticker":"PKST","company_name":"Peakstone Realty Trust","filed_at":"2026-05-06T23:59:59+00:00","headline":"Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share","event_type":"m_and_a","sec_items":["2.01","3.01","3.02","5.03","3.03","5.01","5.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-019333","json":"https://secwatch.observer/filing/0001140361-26-019333.json","markdown":"https://secwatch.observer/filing/0001140361-26-019333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/ef20070245_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","comparable_excerpt":"In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm"}},{"accession":"0001193125-26-205305","ticker":"TERN","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Terns Pharmaceuticals acquired by Merck for $53/share; shares to be delisted","event_type":"m_and_a","sec_items":["2.01","3.01","5.01","5.03","3.03","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-205305","json":"https://secwatch.observer/filing/0001193125-26-205305.json","markdown":"https://secwatch.observer/filing/0001193125-26-205305.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/d70112d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm","comparable_excerpt":"Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}