GPAQ Gordon Pointe Acquisition Corporation

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.