UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code:
(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 | ||
| Capital Market | ||||
| 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 1.01 | Entry into a Material Definitive Agreement. |
On November 18, 2020, Hall of Fame Resort & Entertainment Company (the “Company”) closed its previously announced offering (the “Offering”) of 17,857,142 units (the “Units”) at a price of $1.40 per Unit, each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (each, a “Warrant”) pursuant to the terms of the underwriting agreement between the Company and Maxim Group LLC (the “Underwriter”), entered into on November 16, 2020 (the “Underwriting Agreement”). The Warrants are immediately exercisable at a price of $1.40 per share of Common Stock and expire five years from the date of issuance. The shares of Common Stock and the accompanying Warrants, were purchased together in the Offering, but were issued separately. In addition, under the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to an additional 2,678,571 shares of Common Stock and/or up to an additional 2,678,571 Warrants at the public offering price less discounts and commissions, of which the Underwriter has exercised its option to purchase 2,678,571 Warrants. Under the terms of the Underwriting Agreement, each of the Company’s executive officers, directors and stockholders of more than 5% of the outstanding Common Stock signed lock-up agreements pursuant to which each agreed, subject to certain exceptions, not to transact in the Common Stock for a period of 90 days following November 16, 2020. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, are approximately $25.0 million.
In connection with the Offering, on November 18, 2020, the Company entered into a Warrant Agency Agreement (the “Warrant Agreement”) with Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental agreed to act as warrant agent with respect to the Warrants.
The foregoing description of the Underwriting Agreement, the Warrant Agreement and the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, the Warrant Agreement and form of Warrant, which are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. Copies of the press releases announcing the pricing and the closing of the Offering are attached, respectively, as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 13, 2020, the Company’s board of directors (the “Board”) appointed Lisa Roy to serve as a Class A director on the Board to fill a vacancy. Lisa Roy had been nominated to the Board by Johnson Controls, Inc. (“JCI”) pursuant to the Amended and Restated Sponsorship and Naming Rights Agreement, dated as of July 2, 2020, among JCI, National Football Museum, Inc. d/b/a Pro Football Hall of Fame (“PFHOF”), and the Company. Ms. Roy will not receive compensation as a director. A copy of the press release announcing Ms. Roy’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Document | |
| 1.1 | Underwriting Agreement, dated November 16, 2020, between Hall of Fame Resort & Entertainment Company and Maxim Group LLC | |
| 4.1 | Warrant Agency Agreement, dated November 18, 2020, between Hall of Fame Resort & Entertainment Company and Continental Stock Transfer & Trust Company | |
| 4.2 | Form of Warrant | |
| 99.1 | Press Release dated November 16, 2020 | |
| 99.2 | Press Release dated November 16, 2020 | |
| 99.3 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: November 18, 2020 | ||
3