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
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Item 3.02 Unregistered Sales of Equity Securities.
On June 8, 2022, Hall of Fame Resort & Entertainment Company (the “Company”) issued to Midwest Lender Fund, LLC (“Lender”), which is wholly-owned by our director Stuart Lichter, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended: 125,000 shares (the “Commitment Fee Shares”) of Company’s common stock, par value $0.0001 per share (“Common Stock”), and a Series G warrant (the “Warrants”) to purchase 125,000 shares of Common Stock (the “Warrant Shares”). The Commitment Fee Shares and Warrants were issued as consideration for a previously disclosed $4 million loan made by Lender to HOF Village Center For Performance, LLC (“HOF Village CFP”), which is wholly-owned by the Company, evidenced by the Promissory Note, dated April 27, 2022, issued by HOF Village CFP to Lender (the “Promissory Note”). Lender made the Loan to HOF Village CFP in accordance with a previously disclosed letter agreement, dated March 1, 2022, between the Company and Stuart Lichter, which was amended April 16, 2022, and amended and assigned by Stuart Lichter to Lender April 26, 2022 (the “Letter Agreement”). The Commitment Fee Shares and Warrants were issued following approval of the Company’s stockholders at the 2022 Annual Meeting (defined below), as described below and in the 2022 Proxy Statement (defined below). The Warrants have an exercise price of $1.50 per share of Common Stock, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Warrants may be exercised from and after June 8, 2023, subject to certain terms and conditions set forth in the Warrants. Unexercised Warrants will expire on June 8, 2027. Pursuant to a previously disclosed Registration Rights Agreement, dated March 1, 2022 (the “Registration Rights Agreement”), the Company has agreed to provide to the Lender certain customary resale registration rights with respect to the Commitment Fee Shares and the Warrant Shares.
The foregoing descriptions of the Warrants, the Letter Agreement, the Promissory Note and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Warrants, the Letter Agreement, the Promissory Note and the Registration Rights Agreement, which are, respectively, attached as Exhibit 10.1 to this Current Report on Form 8-K, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 29, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 29, 2022, and filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K dated March 2, 2022, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on June 8, 2022 (the “2022 Annual Meeting”), the Company’s stockholders voted on four proposals as set forth below, all of which are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2022 (the “2022 Proxy Statement”). The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
| 1. | The individuals listed below were elected at the 2022 Annual Meeting to serve as Class B directors for three-year terms expiring upon the 2025 Annual Meeting of Stockholders and the election and qualification of their respective successors. |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| David Dennis | 46,440,824 | 367,555 | 137,029 | 24,809,989 | ||||||||||||
| Karl L. Holz | 45,484,852 | 1,278,457 | 182,099 | 24,809,989 | ||||||||||||
| Stuart Lichter | 45,880,498 | 942,381 | 122,529 | 24,809,989 | ||||||||||||
| Curtis Martin | 46,428,379 | 353,288 | 163,741 | 24,809,989 | ||||||||||||
| 2. | A proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock issuable upon the conversion of certain convertible debt, the exercise of certain warrants and the conversion of Series C Preferred Stock was approved. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 44,802,470 | 1,111,693 | 1,031,245 | 24,809,989 |
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| 3. | A proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the issuance to an entity wholly owned by a director of shares of common stock and warrants to purchase shares of common stock in consideration for making a loan to the Company was approved. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 44,849,553 | 1,075,490 | 1,020,365 | 24,809,989 |
| 4. | A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, was approved. There were no broker non-votes on this matter. |
| For | Against | Abstentions | ||
| 69,855,376 | 643,109 | 1,256,912 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document | |
| 10.1 | Series G Warrant, dated June 8, 2022, issued by Hall of Fame Resort & Entertainment Company to Midwest Lender Fund, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 13, 2022 | |||
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