Current Report Filing (8-k)
13 Januar 2023 - 10:49PM
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2023-01-11
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2023-01-11
2023-01-11
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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):
January 11, 2023
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 0.064578 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.
This report includes disclosure under Items
3.02, 8.01 and 9.01 of Form 8-K.
Item 8.01 Other Events.
As previously reported, on May 24, 2022, Hall of
Fame Resort & Entertainment Company (the “Company”) received a deficiency letter from the Listing Qualifications Department
(the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business
days the bid price for the Company’s common stock, par value $0.0001 per share (“Common Stock”), had closed below the
minimum requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Requirement”).
On January 11, 2023, the Company received written
notice from the Staff of Nasdaq informing the Company that it has regained compliance with the Minimum Bid Requirement because Nasdaq
has determined that for 10 consecutive business days, the closing bid price of the Company’s Common Stock was at or above the Minimum
Bid Requirement. Accordingly, Nasdaq has advised that the matter is now closed.
On January 11, 2023, the Company posted a press
release on its website disclosing the fact that it has regained compliance with the Minimum Bid Price Requirement. A copy of the press
release is attached as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
On
January 12, 2023, the Company issued to ADC LCR Hall of Fame Manager II, LLC (the “Investor”) 1,600 shares (the
“Shares”) of the Company’s 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share
(“Series A Preferred Stock”), at a price of $1,000 per share for an aggregate purchase price of $1,600,000. The Company
paid 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 Series A Preferred Stock is not convertible into Common Stock. 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 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.
| |
HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
| |
By: |
/s/ Michael Crawford |
| |
|
Name: Michael Crawford |
| |
|
Title: President and Chief Executive Officer |
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