Hall of Fame Resort & Entertainment Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 8.01 Other Events.
Hall of Fame Resort & Entertainment Company (the “Company”) will postpone its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Originally scheduled for November 21, 2024, the decision comes as the Company reviews a non-binding proposal to take the company private. The proposal was submitted by IRG Canton Village Member, LLC (“IRG”), an affiliate of the Company’s director Stuart Lichter. A copy of IRG’s proposal is attached to the most recent Schedule 13D amendment filed by IRG and affiliates with the United States Securities and Exchange Commission.
In response to the proposal, the Company’s Board of Directors has formed a special committee made up of independent, disinterested directors (the “Special Committee”) to evaluate the proposal. The Special Committee has retained a financial advisor and legal counsel to assist in its ongoing review and evaluation of the proposal. There is no guarantee that any proposal made by IRG regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.
The Company and the Special Committee do not intend to comment on or disclose further developments regarding the Special Committee’s consideration of the Proposed Transaction unless and until it deems further disclosure is appropriate or required.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made herein 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 “proposal,” “proposed transaction,” “plan,” “consider,” “if,” “intend,” “future,” and “will” 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, the Company’s ability to manage growth; the Company’s ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities and for working capital; potential litigation involving the Company or IRG’s proposal; changes in applicable laws or regulations; SEC regulatory review of any Company filings related to the proposal from IRG; 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; 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document | |
| 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: October 23, 2024 | |||
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