Current Report Filing (8-k)
August 12 2021 - 5:02PM
Edgar (US Regulatory)
0001708176
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0001708176
2021-08-06
2021-08-06
0001708176
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2021-08-06
2021-08-06
0001708176
HOFV:WarrantsToPurchase1.421333SharesOfCommonStockMember
2021-08-06
2021-08-06
iso4217:USD
xbrli:shares
iso4217:USD
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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): August 6, 2021
HALL
OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact
name of registrant as specified in its charter)
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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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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:
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
2.02
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Results
of Operations and Financial Condition.
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On
August 12, 2021, Hall of Fame Resort & Entertainment Company (the “Company”) issued a press release relating to its results
for the quarter ended June 30, 2021. A copy of the press release is furnished herewith as Exhibit 99.1. A slide presentation, which includes
supplemental information relating to the Company’s second quarter 2021 earnings, is furnished herewith as Exhibit 99.2.
Item 3.02
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Unregistered Sales of Equity Securities.
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On August 12,
2021, the Company issued to American Capital Center, LLC (the “Investor”) 900 shares (the “Shares”) of 7.00%
Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) at a price of $1,000 per share for an aggregate
purchase price of $900,000. The Company will pay the Investor an origination fee of 2% of the aggregate purchase price. The issuance
and sale of the Shares to the Investor is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”). The Investor has represented to the Company that it is an “accredited investor” as defined
in Rule 501 of the Securities Act and that the Shares are being acquired for investment purposes and not with a view to, or for sale
in connection with, any distribution thereof.
Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective
August 6, 2021, the Board of Directors (the “Board”) of the Company approved and adopted amended and restated Bylaws of the
Company (the “Amended and Restated Bylaws”) to, among other things: (i) expand who can call a special meeting of stockholders
to add the Chairman of the Board and the Chief Executive Officer; (ii) incorporate additional requirements, and make clarifications,
to the special meeting notice request that eligible stockholders must deliver in order for a stockholder-requested special meeting to
be called, and (iii) add advance notice and other procedural requirements related to stockholder nominations for election of directors
or proposals of business at the Company’s stockholder meetings.
The
foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(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: August 12, 2021
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2
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