Current Report Filing (8-k)
December 27 2022 - 9:28AM
Edgar (US Regulatory)
0001708176
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0001708176
2022-12-27
2022-12-27
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2022-12-27
2022-12-27
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HOFV:WarrantsToPurchase1.Member
2022-12-27
2022-12-27
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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):
December 27, 2022
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 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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) |
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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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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on
which registered |
Common Stock, $0.0001 par value per share |
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HOFV |
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Nasdaq Capital Market |
Warrants to purchase 1.421333 shares of Common Stock |
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HOFVW |
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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
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: |
/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: September 27, 2022 |
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