Hall of Fame Resort & Entertainment Co (Form: 8-K, Received: 12/27/2022 09:28:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 27, 2022

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-38363		84-3235695
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share

HOFV

Nasdaq Capital Market

Warrants to purchase 1.421333 shares of Common Stock

HOFVW

Nasdaq Capital Market

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

Emerging growth company ☒

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

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03(a) of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 22, 2022, Hall of Fame Resort & Entertainment Company (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State to effect, at 12:01 a.m. Eastern Time on December 27, 2022 (the “Effective Time”), a 1-for-22 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Common Stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market at the market open on December 27, 2022. The trading symbol for the Common Stock will remain “HOFV.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 40619L201.

As previously described in detail in our definitive proxy statement filed with the Securities and Exchange Commission on September 6, 2022, the Company held a special meeting of stockholders on September 29, 2022, at which meeting the stockholders approved an amendment of our Certificate of Incorporation to effect a reverse stock split of our Common Stock at a ratio in the range of 1-for-10 to 1-for-25 and authorized our board of directors to effect a reverse stock split with the exact ratio to be determined in the Board’s discretion. Our Board thereafter selected the 1-for-22 reverse stock split ratio and authorized the implementation of the Reverse Stock Split.

As a result of the Reverse Stock Split, every 22 shares of issued and outstanding Common Stock were, at the Effective Time, combined and converted into one issued and outstanding share of Common Stock. The par value per share of Common Stock remains unchanged. The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, stockholders who, immediately prior to the Effective Time, own a number of shares of Common Stock which is not evenly divisible by the Reverse Stock Split ratio shall, with respect to such fractional interest, be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) from the Company in lieu of such fractional interest in an amount equal to the product obtained by multiplying (i) the average closing price per share of the Common Stock as reported on the Nasdaq Capital Market for the five trading days preceding but not including the date of the Effective Time (with such average closing price being adjusted to give effect to the Reverse Stock Split), which equals $11.28 per share of Common Stock, and (ii) the fraction of a share of Common Stock to which the stockholder is otherwise entitled.

All outstanding restricted stock unit awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the reverse split, as required by their respective terms. The number of shares available to be awarded under the Company’s Amended 2020 Omnibus Stock Incentive Plan will also be appropriately adjusted.

The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described above.

The form of Certificate of Amendment was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on September 29, 2022 and by the Company’s Board of Directors (the “Board”).

The foregoing description of the Reverse Stock Split and Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

On December 23, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1. Also on December 23, 2022, the Company posted to its website a Letter from the CEO discussing same. A copy of the Letter from the CEO is attached as Exhibit 99.2.

Item 8.01. Other Events.

The Company currently has the active registration statements listed below (the “Registration Statements”) on Form S-8 on file with the SEC. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-8. The information incorporated by reference is considered to be part of the prospectus and prospectus supplements included within each of those registration statements. Information in this report is therefore intended to be automatically incorporated by reference into each of the active registration statements listed below, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the number of undistributed pre-split shares of Common Stock deemed to be covered by each of the Registration Statements will be proportionately reduced to a number of post-split shares of Common Stock, as applicable, giving effect to the Reverse Stock Split at the ratio of 1-for-22. The Registration Statements are as follows: Registration Statements Nos. 333-248851 and 333-259202 on Form S-8 relating to the Amended 2020 Omnibus Incentive Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective December 27, 2022
99.1		Press Release dated December 23, 2022
99.2		Letter from the CEO dated December 23, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer

Dated: September 27, 2022

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

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 and restated in its entirety 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”).

Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each twenty-two (22) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional interests as described below (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who, immediately prior to the Effective Time, own a number of shares of Common Stock which is not evenly divisible by the reverse stock split ratio shall, with respect to such fractional interest, be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) from the Corporation in lieu of such fractional interest in an amount equal to the product obtained by multiplying (i) the average closing price per share of the Common Stock as reported on the Nasdaq Capital Market for the five trading days preceding but not including the date of the Effective Time (with such average closing price being adjusted to give effect to the Reverse Stock Split) and (ii) the fraction of a share of Common Stock to which the stockholder is otherwise entitled. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of whole shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined.

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.

FOURTH: This Certificate of Amendment shall become effective as of December 27, 2022 at 12:01 a.m.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

Exhibit 99.1

Hall of Fame Resort & Entertainment Company Announces Board’s Approval of Reverse Stock Split Ratio and Effective Date

CANTON, Ohio-- December 23, 2022 / 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, today announced that it will effect a 1-for-22 reverse stock split (“reverse split”) of its common stock, par value $0.0001 per share (“Common Stock”), that will become effective on December 27, 2022 at 12:01 a.m. Eastern Time. On December 27, 2022, the Company’s Common Stock will begin trading on a post-reverse split basis on The Nasdaq Global Market (“Nasdaq”) under the existing symbol “HOFV.”

The reverse split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq. The new CUSIP number for the Common Stock following the reverse split will be 40619L201.

The reverse split was approved by the Company’s stockholders at a special meeting of stockholders held on September 29, 2022 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the proposal to authorize the Company’s board of directors (the “Board”), in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to the Company’s amended and restated certificate of incorporation to effect the reverse split at a ratio to be determined by the Board, ranging from 1-for-10 to 1-for-25. On December 21, 2022, the Board approved the reverse split at a ratio of 1-for-22 and the Amendment was filed with the Secretary of State of the State of Delaware, which will become effective on December 27, 2022, at 12:01 a.m. Eastern Time.

The reverse split will affect all issued and outstanding shares of Common Stock. All outstanding restricted stock unit awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the reverse split, as required by their respective terms. The number of shares available to be awarded under the Company’s Amended 2020 Omnibus Stock Incentive Plan will also be appropriately adjusted. Following the reverse split, the par value of the Common Stock will remain unchanged at $0.0001 per share. The reverse split will not change the authorized number of shares of Common Stock or preferred stock. No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment equal to such fraction multiplied by the average of the closing sales prices of the Common Stock (as adjusted to give effect to the reverse split) on the Nasdaq for the five consecutive trading days immediately preceding the effective date. The reverse split will affect all stockholders uniformly and will 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).

About Hall of Fame Resort & Entertainment Company

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.

Forward Looking Statements

Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “will effect,” “will become,” “will begin,” and “will affect,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that may affect actual results or outcomes include, among others, the Company’s ability to manage growth; the Company’s ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities; potential litigation involving the Company; changes in applicable laws or regulations; unforeseen technical issues that could result in the Company’s common stock not trading on the Nasdaq on a post-reverse stock split basis on December 27, 2022 as expected; general economic and market conditions impacting demand for the Company’s products and services, and in particular economic and market conditions in the resort and entertainment industry; the effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and the Company’s liquidity, operations and personnel; increased inflation; the inability to maintain the listing of the Company’s shares on Nasdaq; and those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Exhibit 99.2

December 23, 2022

Dear Fellow Shareholders,

In light of our announcement today to execute a reverse stock split, I want to speak directly to you regarding our share price, our decision and our future direction.

It is with a clear sense of our purpose, a consistent commitment to our core values and a recognition of the critical importance of engaging with, and delivering for, our key stakeholders, that we have made the decision to move forward with the reverse stock split. With respect to the macroeconomic challenges that all companies are facing, and despite our continued growth and successful execution of our gameplan, our share price has continued to face downward pressure. While I clearly feel we are being undervalued as a Company, we believe the markets are having a greater impact upon our stock price than warranted.

Over the past several months we have continued to communicate with all of our key stakeholders with respect to our concern related to our share price and the possibility of being delisted from the Nasdaq Global Market (“NASDAQ”) should our stock remain below the minimum bid price requirement. We have consistently stated our intent to maintain our NASDAQ listing, which we feel provides us with enormous benefit, including continued exposure to market research conducted by analysts employed by investment banking firms and access to the broader equity markets for ongoing liquidity needs, as well as allowing for your shares to be traded more easily on the NASDAQ. We also believe that being a part of the NASDAQ provides global visibility, visibility that will in time allow us to overcome the negative perception issues related to our current stock price per share.

We have continued to invest considerable time and energy in proactively researching and analyzing the markets and our options to ensure that we best position our Company for continued growth and progress. As a result of that effort, effective December 27, we have made the decision to execute a 1-for-22 reverse stock split. The full press release can be viewed here.

As we look to 2023 and beyond, we remain steadfastly committed to Honoring the Past and Inspiring the Future by building a world-class sports and entertainment company delivering increased future value to you, our shareholders and partners. I want to take this opportunity to thank you for your continued support and belief in the Hall of Fame Resort & Entertainment Company.

Happy Holidays and best wishes for your health and happiness in 2023.

/s/ Michael Crawford
Michael Crawford
President and Chief Executive Officer