false 0001708176 0001708176 2024-08-27 2024-08-27 0001708176 HOFV:CommonStock0.0001ParValuePerShareMember 2024-08-27 2024-08-27 0001708176 HOFV:WarrantsToPurchase0.064578SharesOfCommonStockMember 2024-08-27 2024-08-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 27, 2024

 

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.)

 

2014 Champions Gateway

Canton, OH 44708

(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. ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 27, 2024, Mr. James Dolan provided notice of his intention to resign from the Board of Directors of Hall of Fame Resort & Entertainment Company (the “Company”) for health and other personal reasons. The effective date for Mr. Dolan’s resignation is September 3, 2024.

 

As a Class C director, Mr. Dolan’s current term was set to expire at the Company’s 2026 Annual Meeting of Stockholders. Mr. Dolan served as the Vice Chairman of the Board and most recently as Chair of the Compensation Committee of the Board. Given Mr. Dolan’s resignation, the Board of Directors has appointed Kimberly Schaefer to the role of Chair of the Compensation Committee, a role that she held prior to Mr. Dolan assuming that role in March 2024. Likewise, the Board of Directors has appointed Karl Holz to the role of Vice Chairman, in addition to his existing role as Lead Independent Director.

 

Mr. Dolan confirmed that his departure was due to health reasons and other personal obligations requiring significant time and attention and was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Having served as a Director and Vice Chairman of the Board since the inception of the Company, the Company and entire Board of Directors are extremely appreciative of Mr. Dolan’s dedicated and long-standing service. His leadership and guidance on the Board of Directors has been invaluable and we wish him the very best.

 

1

 

 

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: August 30, 2024    

 

 

2

 

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Cover
Aug. 27, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 27, 2024
Entity File Number 001-38363
Entity Registrant Name HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Entity Central Index Key 0001708176
Entity Tax Identification Number 84-3235695
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2014 Champions Gateway
Entity Address, City or Town Canton
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44708
City Area Code 330
Local Phone Number 458-9176
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, $0.0001 par value per share  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol HOFV
Security Exchange Name NASDAQ
Warrants to purchase 0.064578 shares of Common Stock  
Title of 12(b) Security Warrants to purchase 0.064578 shares of Common Stock
Trading Symbol HOFVW
Security Exchange Name NASDAQ
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