Form 8-K - Current report

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): December 22, 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.)

2014 Champions Gateway

Canton, OH 44708

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (330) 754-3427

(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 1.01

Entry into a Material Definitive Agreement.

On December 22, 2023, Hall of Fame Resort & Entertainment Company (the “Company”) and its wholly-owned subsidiary, HOF Village Newco, LLC (“HOF Village”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sandlot Facilities, LLC (“Purchaser”) and Sandlot Youth Sports Holdings, LLC (“Purchaser Guarantor”). Pursuant to the Purchase Agreement, HOF Village will sell to Purchaser for a $10 million purchase price, subject to adjustment (the “Purchase Price”), 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC (“Sports Complex Newco”), to which the Company, HOF Village and HOF Village Youth Fields, LLC will contribute the ForeverLawn Sports Complex business prior to closing (the “Transaction”).

Under the Purchase Agreement, the Seller will hold back $1.5 million of the Purchase Price (the “Holdback Amount”) to secure certain indemnification obligations of the Company and HOF Village, which holdback will be released to Seller in three $500,000 increments at 6, 12 and 18 months after the closing date of the Transaction (the “Closing”), subject to post-Closing adjustment of the Purchase Price and any indemnification claims pursuant to the Purchase Agreement.

The Company, HOF Village, Purchaser and Purchaser Guarantor have each made customary representations and warranties and covenants in the Purchase Agreement. The Company, HOF Village, Purchaser and Purchaser Guarantor have each given customary surviving indemnities and undertakings in favor of the other parties to the Purchase Agreement, which are subject to customary survival periods and maximum liability limitations. The closing of the Transaction is subject to customary closing conditions, including release of a leasehold mortgage on the ForeverLawn Sports Complex land, and is expected to occur in January 2024. The Company or Purchaser may terminate the Purchase Agreement if the Closing has not occurred on or before January 31, 2024, subject to the terms of the Purchase Agreement.

Under the Purchase Agreement, at the Closing, HOF Village will enter into certain commercial arrangements that consist of (i) the Facilities Management Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village will provide certain facilities services to Sports Complex Newco, (ii) the Marketing and SC Programming Collaboration Agreement among HOF Village, Sports Complex Newco and Purchaser Guarantor, pursuant to which the parties thereto will collaborate with regard to marketing and programming of the ForeverLawn Sports Complex, (iii) the Marketing and CFP Programming Collaboration Agreement between HOF Village and Sports Complex Newco, pursuant to which the parties thereto will collaborate with regard to marketing and programming at the Center for Performance, and (iv) the Food and Beverage Services Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village will provide certain food and beverage services to Sports Complex Newco.

Cautionary Note Concerning Forward-Looking Statements

Certain statements made in this Form 8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “may,” “until,” “future,” “will,” “would,” “anticipates,” “expects,” “potential” and “estimates” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside the Company’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that may affect actual results or outcomes include, among others, risks that the Transaction will not be completed in a timely manner or at all; the possibility that certain closing conditions to the Transaction will not be satisfied; potential litigation involving the Company; the Company’s ability to execute its business plan and meet its projections; changes in applicable laws or regulations; general economic and market conditions impacting demand for the Company’s products and services, and in particular economic and market conditions in the resort and entertainment industry; increased inflation; the inability to maintain the listing of the Company’s shares on Nasdaq; and those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 7.01

Regulation FD Disclosure.

On December 29, 2023, the Company issued a press release regarding the Transaction, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
99.1		Press Release dated December 29, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 29, 2023

Exhibit 99.1

Hall of Fame Resort & Entertainment Company Partners with Josh Harris and David Blitzer to Elevate Youth Sports at Hall of Fame Village

New Programs at ForeverLawn Sports Complex and

Hall of Fame Village’s Center for Performance Expected in 2024

CANTON, OHIO – December 29, 2023 – Hall of Fame Resort & Entertainment Company (“HOFV” or the “Company”) (NASDAQ: HOFV, HOFVW), the only resort, entertainment and media company centered around the power of professional football, alongside Josh Harris and David Blitzer, announced today they have agreed to a strategic partnership to elevate and expand youth sports programming at the Hall of Fame Village, a 115-acre sports and entertainment destination surrounding the Pro Football Hall of Fame in Canton, Ohio.

“The impact of youth sports programming at the Hall of Fame Village is profound and far-reaching. Anchoring our commitment to fostering the growth and development of young athletes, this initiative goes beyond the game. It’s about instilling values, building character, and creating a sense of community that will resonate well into the future. Through this programming with Josh Harris and David Blitzer, we aim to shape not just skilled athletes but resilient individuals and future leaders. This is a testament to our dedication to making a lasting impact on the lives of young participants and the communities we serve,” said Michael Crawford, President and CEO of Hall of Fame Resort & Entertainment Company.

“Creating opportunities for youth to experience the positive benefits of sports is a goal we both share,” Harris and Blitzer said. “Through this partnership, we are excited to expand our youth sports platform to include new sports such as flag and tackle football, soccer, lacrosse, and field hockey. We look forward to this partnership with Hall of Fame Village, as well as key local stakeholders including Stark County, the Pro Football Hall of Fame, and the Canton City School District.”

The partnership harnesses the strength of the Hall of Fame Village and the proven track records of Harris and Blitzer to amplify youth sports programming and create world-class experiences for participants at ForeverLawn Sports Complex. The move increases the strength and reach of the Village while demonstrating the continued desire of both entities to use the power of sports to inspire, educate, and uplift youth. The partnership will extend to youth sports programming at the Hall of Fame Village’s Center for Performance, a fabric-domed facility with 100,000 square feet of versatile indoor space for year-round hosting of various events, including sporting events, tournaments, concerts, conventions, and more.

Hall of Fame Resort & Entertainment Company will maintain a minority ownership interest in the Sports Complex business. Advancing the strategy of integrated guest experiences at the Hall of Fame Village destination, this partnership also commits to delivering meaningful services to the Sports Complex business through diverse commercial agreements, to elevate the synergy model to an even greater level.

As founders of Harris Blitzer Sports & Entertainment, a sports and entertainment platform that includes the Philadelphia 76ers, New Jersey Devils, Prudential Center, and the Washington Commanders, Harris and Blitzer have worked to create sports and educational opportunities for youth in the communities they serve. Leveraging institutional knowledge in sports, entertainment, and innovation, they aim to sustain and expand the growth of programming of the ForeverLawn Sports Complex by investing in systems, technology, and facilities.

More information about this partnership and updated programming at ForeverLawn Sports Complex will be announced in 2024.

###

About Hall of Fame Resort & Entertainment Company:

Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Hall of Fame Resort & Entertainment Company is the owner of the Hall of Fame Village a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame’s campus. Additional information on the Company can be found at www.HOFREco.com

MEDIA CONTACTS:

Hall of Fame Resort & Entertainment Company

Anne Graffice

Anne.graffice@hofvillage.com

Harris and Blitzer Communications

Dave Sholler

DaveSholler@HBSE.com

Cover	Dec. 22, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 22, 2023
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	754-3427
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	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