HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
8-K: Hall of Fame Resort & Entertainment Company Amends Licensing Agreement with Pro Football Hall of Fame, Eliminating Annual Fees
Sentiment:
Material Definitive Agreement
17 September 2024 4:05 PM
Hall of Fame Resort & Entertainment Company's subsidiary, HOF Village Newco, LLC, has entered into an amended licensing agreement with the Pro Football Hall of Fame, removing the requirement for annual license fees and waiving a $600,000 payment for 2024.
Better than expected
The removal of the annual license fee and the waiver of the $600,000 payment for 2024 are better than the previous agreement.
Summary
- Hall of Fame Resort & Entertainment Company (HOFV) has amended its licensing agreement with the Pro Football Hall of Fame (PFHOF) through its subsidiary, HOF Village Newco, LLC.
- The new agreement, effective September 11, 2024, replaces the previous agreement from April 8, 2022.
- The amended agreement removes the requirement for HOFV to pay an annual license fee to PFHOF.
- PFHOF has waived the $600,000 annual license fee for 2024, which was previously invoiced.
- The agreement allows HOFV to use PFHOF marks for projects related to the Village campus, youth sports, e-gaming, and video games, subject to PFHOF approval.
- Specific license fees and royalties for approved projects will be mutually agreed upon by HOFV and PFHOF.
- The agreement automatically renews for successive one-year terms unless either party provides a 60-day written notice of non-renewal.
- The agreement outlines the terms for using PFHOF's intellectual property, including trademarks and works, and the creation of new works by HOFV using PFHOF's materials.
- The agreement also includes clauses on indemnification, confidentiality, and dispute resolution.
Sentiment
Score: 7
Explanation: The document indicates a positive development for HOFV with the removal of the annual license fee and the waiver of a significant payment. However, the need for project-by-project approvals and fee negotiations introduces some uncertainty.
Positives
- The removal of the annual license fee requirement is a significant cost saving for HOFV.
- The waiver of the $600,000 fee for 2024 provides immediate financial relief.
- The agreement allows HOFV to use PFHOF's intellectual property for various projects, potentially increasing revenue streams.
- The automatic renewal clause provides long-term stability for the licensing agreement.
Negatives
- HOFV's use of PFHOF marks and works is subject to PFHOF's approval, which is at their sole discretion.
- Specific license fees and royalties for approved projects will need to be negotiated, which could lead to uncertainty.
- The agreement can be terminated for a material breach, which could disrupt HOFV's operations.
Risks
- PFHOF's approval of HOFV's proposed projects is not guaranteed, which could limit HOFV's ability to utilize the licensed marks and works.
- Negotiations for license fees and royalties could be unfavorable to HOFV.
- The agreement could be terminated if either party breaches the terms, potentially impacting HOFV's operations and revenue.
- The agreement requires HOFV to maintain specific insurance policies, which could be costly.
Future Outlook
The agreement will automatically renew for successive one-year terms unless either party provides a 60-day written notice of non-renewal. Future projects and use of PFHOF marks and works will require mutual agreement on license fees and royalties.
Management Comments
- Michael Crawford, President and Chief Executive Officer of Hall of Fame Resort & Entertainment Company, signed the agreement on behalf of HOF Village Newco, LLC.
- James A. Porter, President of the National Football Museum, Inc., signed the agreement on behalf of the Pro Football Hall of Fame.
Industry Context
This agreement is a strategic move for HOFV to leverage the Pro Football Hall of Fame's brand and intellectual property to enhance its offerings in the Village campus, youth sports, e-gaming, and video games. It reflects a trend of sports and entertainment companies collaborating to create unique experiences and revenue streams.
Comparison to Industry Standards
- Licensing agreements between sports organizations and entertainment companies are common, but the specific terms vary widely.
- The removal of a fixed annual fee and the move to project-based negotiations is a less common structure, potentially offering more flexibility but also more uncertainty.
- Compared to other licensing deals, this agreement appears to be more focused on specific projects and uses, rather than a broad, blanket license.
- The requirement for mutual agreement on fees and royalties is a standard practice in such agreements, but the lack of a pre-defined fee structure introduces a level of risk.
Stakeholder Impact
- Shareholders will likely view the removal of the annual license fee and the waiver of the $600,000 payment positively.
- Employees may benefit from the potential for new projects and revenue streams.
- Customers may experience enhanced offerings and experiences through the use of PFHOF marks and works.
- Suppliers and creditors may see increased business opportunities with HOFV.
Next Steps
- HOFV will need to seek PFHOF's approval for specific projects and uses of PFHOF marks and works.
- HOFV will need to negotiate license fees and royalties with PFHOF for each approved project.
- Both parties will need to monitor the agreement for potential breaches and ensure compliance with all terms.
Key Dates
- 2022-04-08: Date of the original Global License Agreement between HOF Village Newco, LLC and National Football Museum, Inc.
- 2024-09-11: Effective date of the Amended and Restated Global License Agreement.
- 2024-12-31: Initial termination date of the Amended and Restated Global License Agreement, with automatic annual renewal unless notice is given.
Keywords
licensing agreement, intellectual property, Hall of Fame Resort & Entertainment Company, Pro Football Hall of Fame, HOF Village Newco, license fee, trademarks, royalties, sports, e-gaming
HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
Sector: Communication Services
Filings with Classifications
Capital raise
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company increased its 'Facility Amount' under the Note and Security Agreement by $2,000,000, from $12,000,000 to $14,000,000.
- This additional funding is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
Worse than expected
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company is facing imminent delisting from Nasdaq, a significant negative event for a publicly traded company.
- The delisting is due to a failure to meet a fundamental corporate governance requirement (holding an annual shareholder meeting).
- While new funding was secured, it is from a related party, which can be viewed less favorably than arms-length financing, especially in the context of delisting.
Delay expected
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company failed to hold its annual meeting of shareholders on or prior to June 30, 2025, which is a requirement by Nasdaq Listing Rule 5620(a).
Capital raise
29 May 2025 8:05 PM
Current Report
- The company increased its existing credit facility by $2,000,000, raising the total available amount to $12,000,000.
- This capital is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
- The funds are designated for general corporate purposes.
Delay expected
19 May 2025 4:05 PM
8-K Filing
- The maturity date was extended from March 31, 2025, to September 30, 2025, indicating a delay in the company's ability to meet its original repayment schedule.
Worse than expected
13 May 2025 4:06 PM
Quarterly Report
- The company's net loss increased slightly compared to the same period last year.
- Total revenue decreased significantly due to lower sponsorship and event revenues.
- Management expresses substantial doubt about the company's ability to continue as a going concern.
Capital raise
13 May 2025 4:06 PM
Quarterly Report
- The company states that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- There are no assurances that the company will be able to raise capital on terms acceptable to the company or at all.
Capital raise
12 May 2025 11:32 PM
Merger Announcement
- The Buyer Parties' obligation to consummate the Merger is conditioned on receiving 'Parent Acquisition Financing' in an aggregate amount of not less than $20 million.
- The Buyer Parties' obligation to consummate the Merger is additionally conditioned on receiving 'additional project level financing' in an aggregate amount not less than $125 million.
Capital raise
8 May 2025 9:23 PM
Merger Announcement
- The merger is contingent on the Investor obtaining $20 million in financing.
- The merger is also conditioned on securing $125 million in additional project-level financing.
Worse than expected
8 May 2025 9:23 PM
Merger Announcement
- The acquisition price of $0.90 per share is significantly lower than the company's previous trading price, indicating a less favorable outcome for shareholders compared to previous expectations.
Capital raise
8 May 2025 5:21 PM
Merger Announcement
- The transaction is contingent on the Investor obtaining $20 million in financing.
- The transaction is also conditioned on prior or concurrent consummation of additional project level financing in an aggregate amount not less than $125 million.
Worse than expected
8 May 2025 5:21 PM
Merger Announcement
- The company is being acquired for $0.90 per share, which may be considered worse than expected for investors who anticipated higher returns or continued growth as a public entity.
Worse than expected
16 April 2025 4:05 PM
8-K Filing
- The company received a deficiency letter from Nasdaq due to its stock price falling below the minimum bid price requirement, indicating a negative development.
Delay expected
4 April 2025 8:05 PM
Current Report (8-K)
- The maturity dates of debt instruments and convertible notes have been delayed.
Delay expected
3 April 2025 11:43 AM
SEC Form 4
- The maturity dates of several convertible debt instruments were extended from March 31, 2025, to either September 30, 2025, or December 31, 2025.
Worse than expected
26 March 2025 5:00 PM
Annual Report
- The company's revenue decreased from 2023 to 2024.
- The company's net loss decreased from 2023 to 2024.
- The company's cash position is deficient and it requires additional capital to fund operations and debt service.
Capital raise
26 March 2025 5:00 PM
Annual Report
- The company's cash position is deficient, and it requires additional capital to fund operations and debt service.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
Delay expected
26 March 2025 5:00 PM
Annual Report
- The Company postponed its 2024 Annual Meeting of Stockholders.
Worse than expected
16 January 2025 5:13 PM
8-K Filing
- The company received a delisting notice from Nasdaq for failing to hold its annual meeting within the required timeframe, which is a negative development.
Delay expected
16 January 2025 5:13 PM
8-K Filing
- The company failed to hold its annual meeting within 12 months of its fiscal year end, resulting in a delay and a delisting notice from Nasdaq.
Worse than expected
20 November 2024 4:05 PM
Current Report
- The high interest rate of 12%, potentially rising to 17%, suggests the company is in a weaker financial position and had to accept unfavorable terms.
- The extensive security interest granted to the lender indicates a lack of financial flexibility and a higher risk profile.
Worse than expected
13 November 2024 5:18 PM
Quarterly Report
- The company's net loss of $34.5 million for the nine months ended September 30, 2024, is worse than expected.
- The company's default on the waterpark ground lease and the risk of default on other loan agreements are worse than expected.
- The company's precarious cash position and the substantial doubt about its ability to continue as a going concern are worse than expected.
Capital raise
13 November 2024 5:18 PM
Quarterly Report
- The company is seeking additional funding through debt, construction lending, and equity financing.
- The company's ability to raise capital on acceptable terms or at all is uncertain.
Delay expected
13 November 2024 5:18 PM
Quarterly Report
- The company's waterpark project has been delayed due to the termination of the ground lease.
Capital raise
31 October 2024 4:05 PM
Current Report
- The company is in discussions with IRG Canton Village Member, LLC regarding a non-binding proposal to take the company private, which could involve a capital raise or restructuring.
- The company's current financial situation suggests that a capital raise or restructuring is likely necessary to address its liquidity issues.
Worse than expected
31 October 2024 4:05 PM
Current Report
- The termination of the waterpark ground lease due to a payment default is a significantly worse outcome than expected.
- The company's inability to meet its financial obligations and the potential loss of key assets are also worse than expected.
Delay expected
23 October 2024 4:05 PM
Current Report
- The 2024 Annual Meeting of Stockholders has been postponed from its original date of November 21, 2024.
Better than expected
17 September 2024 4:05 PM
Material Definitive Agreement
- The removal of the annual license fee and the waiver of the $600,000 payment for 2024 are better than the previous agreement.
Worse than expected
19 August 2024 5:04 PM
Shareholder Letter
- Second quarter revenue was below the prior year, indicating worse than expected performance.
Delay expected
19 August 2024 5:04 PM
Shareholder Letter
- The funding process for the Gameday Bay Waterpark and Hilton Tapestry Hotel has taken longer than originally anticipated due to a restrictive lending environment and multiple stakeholders.
Worse than expected
15 August 2024 4:05 PM
Quarterly Report
- The company's revenue decreased by 23% year-over-year, indicating worse than expected performance.
- The net loss attributable to shareholders increased to $15.8 million from $13.6 million in the prior year, indicating worse than expected performance.
Worse than expected
13 August 2024 4:05 PM
Quarterly Report
- The company's revenue decreased compared to the same period last year.
- The company's net loss increased compared to the same period last year.
- The company's hotel revenues decreased compared to the same period last year.
Capital raise
13 August 2024 4:05 PM
Quarterly Report
- The company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- The company may have to raise additional capital through the equity market, which could result in substantial dilution to existing stockholders.
Capital raise
14 May 2024 4:06 PM
Quarterly Report
- The company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- There are no assurances that the company will be able to raise capital on terms acceptable to the Company or at all.
Delay expected
14 May 2024 4:06 PM
Quarterly Report
- The company has delayed payment of base rent for the waterpark ground lease, which could lead to a default.
Worse than expected
14 May 2024 4:06 PM
Quarterly Report
- The company's net loss of $14.6 million and the substantial doubt about its ability to continue as a going concern indicate worse than expected results.
Better than expected
14 May 2024 8:39 AM
Quarterly Report
- The company's revenue increased by 34% year-over-year.
- The net loss attributable to shareholders decreased from $19.6 million to $14.9 million.
- The adjusted EBITDA loss improved from $10.9 million to $2.9 million.
Worse than expected
29 April 2024 5:11 PM
Annual Report Amendment
- The company had to amend its annual report due to omitting required information, indicating a deficiency in internal controls or reporting processes.
Capital raise
29 April 2024 5:11 PM
Annual Report Amendment
- The company has multiple loan agreements with CH Capital Lending, LLC, and other related parties, some of which have been amended and restated.
- The company has issued Series A, B, and C Preferred Stock to related parties.
- The company has a history of using convertible notes and warrants to raise capital.
Capital raise
29 April 2024 4:57 PM
SEC Form 4 Filing
- The document details multiple transactions involving convertible notes and term loans, indicating ongoing capital raising activities.
- CH Capital Lending, LLC advanced additional funds under the 2020 Convertible Term Loan in January and February 2024.
- The company has been paying interest by increasing the principal of the Convertible Notes due 2025.
Capital raise
8 April 2024 5:25 PM
8-K Filing
- The company has the ability to sell up to $14,661,873 of common stock through the at-the-market offering.
- The company amended its equity distribution agreement to increase agent compensation, which may incentivize sales.
Capital raise
25 March 2024 4:37 PM
Annual Results
- The company's authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval.
- The company could utilize these shares for future offerings to raise additional capital.
Capital raise
21 March 2024 8:20 AM
Quarterly Report
- The company completed a $2.8 million public offering of common stock and warrants to increase institutional ownership and improve stock trading volumes.
Worse than expected
21 March 2024 8:20 AM
Quarterly Report
- The company's net loss for the full year increased significantly compared to the previous year, indicating worse than expected financial performance.
Capital raise
29 February 2024 5:24 PM
Lease Amendment
- The company issued a Series H Common Stock Purchase Warrant to the landlord.
- The warrant allows the landlord to purchase 890,313 shares of the company's common stock.
- The exercise of the warrant could result in a capital raise for the company, but also dilute existing shareholders.
Worse than expected
29 February 2024 5:24 PM
Lease Amendment
- The company has increased its debt and diluted its equity through the warrant issuance.
- The company has increased its base rent obligations.
- The company has pledged a 20% membership interest in Sandlot HOFV Canton SC, LLC, as collateral.
Worse than expected
18 January 2024 5:12 PM
Loan Agreement Amendment
- The company's debt has increased significantly to $12,751,934.09, indicating a worsening financial position despite the asset sale.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.