UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 3, 2020
HALL OF FAME RESORT & ENTERTAINMENT
COMPANY
(Exact name of registrant as specified in
its charter)
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Delaware
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001-38363
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84-3235695
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2626 Fulton Drive NW
Canton, OH 44718
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (330) 458-9176
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, $0.0001 par value per share
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HOFV
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Nasdaq Capital Market
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Warrants to purchase 1.421333 shares of Common Stock
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HOFVW
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Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 3, 2020, the stockholders
of Hall of Fame Resort & Entertainment Company (the “Company”) approved an amendment to the Company’s Amended
and Restated Certificate of Incorporation (the “Certificate of Incorporation”) at the Company’s 2020 Special
Meeting of Stockholders (“Special Meeting”) to increase the number of authorized shares of the Company’s common
stock from 100,000,000 to 300,000,000 (the “Authorized Shares Amendment”).
On November 4, 2020, the Company filed
with the Secretary of State of the State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation
(the “Certificate of Amendment”) that reflects the Authorized Shares Amendment, which became effective immediately.
The foregoing description of the Certificate
of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit
3.1 and incorporated by reference in this Current Report on Form 8-K.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On November 3, 2020 at the Special
Meeting, the Company’s stockholders approved the proposal passing the Authorized Shares Amendment. The final voting results
for the Authorized Shares Amendment were as follows:
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Votes Cast For
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Votes Cast Against
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Abstentions/Votes Withheld
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27,039,169
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681,820
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1,011,441
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Item
8.01 Other Events.
On November 4, 2020, the Company issued
a press release announcing that it named Scott Langerman as Executive Vice President of Media Business Development and Olivia Steier
as Executive Vice President of Content Development/Distribution. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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HALL OF FAME RESORT & ENTERTAINMENT COMPANY
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By:
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/s/ Michael Crawford
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Name: Michael Crawford
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Title: President and Chief Executive Officer
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Dated: November 6, 2020
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2
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--12-31
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2020-11-03
2020-11-03
0001708176
hofv:CommonStockParValuePerShareMember
2020-11-03
2020-11-03
0001708176
hofv:WarrantsToPurchaseSharesOfCommonStockMember
2020-11-03
2020-11-03
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
OF THE
AMENDED AND
RESTATED
CERTIFICATE
OF INCORPORATION
OF
HALL OF FAME
RESORT & ENTERTAINMENT COMPANY
Hall
of Fame Resort & Entertainment Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
does hereby certify as follows:
FIRST:
That the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment of the Amended and Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders
of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED,
that Section 4.1 of the Amended and Restated Certificate of Incorporation of the Corporation be amended by changing the number
of shares of stock the Corporation is authorized to issue, so that, as amended, Section 4.1 reads as follows:
Section
4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall
have authority to issue is 305,000,000, of which 300,000,000 shares shall be common stock of the par value $0.0001 per share (“Common
Stock”) and 5,000,000 shares shall be preferred stock of the par value of $0.0001 per share (“Preferred
Stock”).
SECOND:
That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was
duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
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HALL OF FAME RESORT & ENTERTAINMENT COMPANY
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/s/ Michael Crawford
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By:
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Michael Crawford
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
Hall of Fame Resort & Entertainment
Company Strengthens Executive Team with Two Strategic New Hires
Appoints Scott Langerman as Executive
Vice President of Media Business Development
Names Olivia Steier Executive Vice President of Content Development/Distribution
CANTON, Ohio – November 4, 2020
– Hall of Fame Resort & Entertainment Company (“HOFV” or the “Company”) (NASDAQ: HOFV, HOFVW),
the only resort, entertainment and media company centered around the power of professional football and owner of the Hall of Fame
Village powered by Johnson Controls (the “Destination”), today announced that it has named experienced sports professional
Scott Langerman as Executive Vice President of Media Business Development and Olivia Steier as Executive Vice President of Content
Development/Distribution. Mr. Langerman and Ms. Steier’s primary responsibilities will include supporting new business development
in HOFV’s media division and overseeing content development, production and distribution for the Hall of Fame Village Media
Company (“HOFV Media”), a subsidiary of the Hall of Fame Resort & Entertainment Company.
“Scott and Olivia’s vast media
experience and proven capacities to drive new business and create and market content will allow them to make an immediate impact,”
said Michael Crawford, President and CEO of HOFV. “Both roles are critical additions to our media business vertical, which
we feel has tremendous growth potential. I am confident that Scott and Olivia will be able to leverage their experience to create
new and exciting media content for our company, helping us realize our business objectives and meet the significant demand to consume
and enjoy original content from football fans everywhere.”
Mr. Langerman is a 25-year veteran of the
sports and entertainment industries and has held senior executive positions with a range of media companies including Vox Media,
Comcast and Turner Broadcasting, among others. Most recently, he was the Co-Founder and Chief Executive Officer of Athlete Content
& Entertainment, LLC (ACE Media or “ACE”), the content arm of the National Football League Players Association.
Launched as a groundbreaking vehicle through which to identify and develop content opportunities for professional athletes, ACE
produced a wide range of long- and short-form content across a number of the world’s leading linear and digital platforms.
Due to Mr. Langerman’s efforts, in just five years, ACE showcased more than 1,500 professional athletes in a variety of content
initiatives, notably including “Catching Kelce” on E!, “Most Valuable Performer” on CBS, “Ritual”
on Amazon Prime Video and “Gameday Commute” on Facebook Watch. In addition to serving as Executive Producer on these
and many other projects, as CEO of ACE Scott was responsible for the overall strategic direction of the company and oversaw its
numerous relationships with production entities, distribution platforms, brands and athletes.
During Ms. Steier’s 15 years in the
entertainment field, she has held a variety of roles within content development and casting, working on the teams responsible for
numerous award-winning shows, including “My Crazy Ex-Girlfriend,” “Homeland,” “Modern Family”
and “Jane the Virgin.” Prior to joining HOFV Media, she worked at Fullscreen as Original Programming Executive, where
she worked on both scripted and unscripted programming and led the creative process in its entirety, from buying pitches and creating
ideas to developing scripts and producing series. She has also held positions at 20th Century Fox Television and The CW Network.
Throughout her career, Ms. Steier’s primary responsibilities have been developing short- form and long-form television content,
overseeing production and packaging completed shows for distribution.
Ms. Steier also played a significant role
in conceiving and spearheading the development of the critically acclaimed reality series “House Divided” and “Keeping
Score,” an unscripted series chronicling Hope Solo and the U.S. Women’s National Soccer Team’s fight for gender-wage
equality. Ms. Steier specializes in original programming and has directed creative efforts on multiple platforms, resulting in
unique content for viewers.
About the Hall of Fame Resort &
Entertainment Company
The Hall of Fame Resort & Entertainment
Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football
and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Hall of Fame Resort
& Entertainment Company is the owner of the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment
and media destination centered around the Pro Football Hall of Fame’s campus. Additional information on the Company can be
found at www.HOFREco.com.
For Information, Contact:
Media Inquiries Public.Relations@hofreco.com
Investor Inquiries Investor.Relations@hofreco.com