HALL OF FAME RESORT & ENTERTAINMENT CO : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Amendment of Rights of Security Holders.

To the extent required by Item 3.03(a) of the Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Bylaws or Bylaws. Change in use.

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 Delaware Minister of Foreign Affairs in effect, on 12:01 am eastern time on December 27, 2022 (the “Reverse Stock Split”), 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 Share”). The common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select market open on December 27, 2022. The trading symbol for the common stock will remain “HOFV”. The new CUSIP number for the common stock after the reverse stock split is 40619L201.

As previously detailed in the definitive proxy statement filed at Capital Market Commission on September 6, 2022the Company held an extraordinary meeting of shareholders on September 29, 2022, in which stockholders approved an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock in a ratio 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 by the judgment of the Board of Directors. Our board then selected a reverse stock split ratio of 1 to 22 and authorized the implementation of the Reverse Stock Split.

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As a result of the Reverse Stock Split, every 22 shares of issued and outstanding common stock were, at the applicable 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 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 Split. Conversely, stockholders who, immediately prior to the Effective Time, own a number of shares of Common Stock that is not evenly divided by the Reverse Split Stock Index will be entitled, in respect of such fractional interest, to receive a cash payment (without interest and subject to applicable withholding taxes) by 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 Stock Market for the five trading days preceding but not including the date of the Effective Time (with such average closing price adjusted to effect the Reverse Stock Split), equal to $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 awards of restricted stock units, 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 adjusted accordingly.

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The Reverse Split affects all shareholders equally and will not change the shareholders’ percentage ownership of the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described above.

The form of the Amending Certificate was approved by the Company’s shareholders at the Extraordinary Meeting of the Company’s Shareholders held on September 29, 2022 and by the Company’s Board of Directors (the “Board”).

The foregoing description of the Reverse Stock Split and the Certificate of Amendment is not purported to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein 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 to
December 23, 2022, the Company posted on its website a CEO’s Letter discussing the same. A copy of the CEO’s Letter is attached as Exhibit 99.2.


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Item 8.01. Other Events.


The Company currently has the active registration statements set forth below (the “Registration Statements”) on Form S-8 on file with SEC. SEC regulations permit the Company to incorporate by reference future filings made with SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-8. Information incorporated by reference is deemed to be a part of the prospectus and prospectus supplements included in each of these registration statements. Accordingly, the information in this report is intended to be automatically incorporated by reference into each of the active registration statements listed below, thereby amending them. Pursuant to Section 416(b) under the Securities Act of 1933, as amended, the number of undistributed shares of Common Stock deemed to be covered by each of the Registration Statements will be reduced pro rata to a number of shares after the split of Common Stock, as applicable, resulting in a reverse stock split in the ratio of 1 to 22. The Registration Statements are as follows: Registration Statements No. 333-248851 and 333-259202 on Form S-8 relating to the Amended 2020 Omnibus Incentive Plan.

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Item 9.01 Financial Statements and Exhibits.


(d) Exhibits



Exhibit No.                                   Document
3.1             Certificate of Amendment to the Amended and Restated Certificate of
              Incorporation, effective December 27, 2022
99.1            Press Release dated December 23, 2022
99.2            Letter from the CEO dated December 23, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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