HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
10-K: Hall of Fame Resort & Entertainment Company Details Registered Securities and Provides Annual Report
Sentiment:
Annual Results
25 March 2024 4:37 PM
Hall of Fame Resort & Entertainment Company outlines its registered securities as of December 31, 2023, and provides its annual report for the fiscal year ended December 31, 2023.
Capital raise
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.
Summary
- Hall of Fame Resort & Entertainment Company (HOFV) had two classes of securities registered under the Securities Exchange Act of 1934 as of December 31, 2023: Common Stock and Series A Warrants.
- The company's authorized capital stock consists of 300,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.
- As of December 31, 2023, there were 6,437,020 shares of Common Stock, 6,800 shares of Series A Preferred Stock, 200 shares of Series B Preferred Stock, and 15,000 shares of Series C Preferred Stock issued and outstanding.
- Holders of Common Stock have exclusive voting rights, with each share having one vote.
- Holders of Common Stock are entitled to receive dividends and distributions as declared by the board of directors.
- In the event of liquidation, holders of Common Stock will receive their ratable share of remaining assets.
- Series A Preferred Stock holders are entitled to a cumulative dividend at a rate of 7.0% per annum, payable quarterly.
- Series A Preferred Stock has a liquidation preference of $1,000 per share plus accrued and unpaid dividends.
- The Company must redeem Series A Preferred Stock 60 months after issuance, with possible extensions up to 84 months.
- Series B Preferred Stock holders are entitled to a cumulative dividend at a rate of 7.0% per annum, with 4.00% payable in cash and 3.00% payable in cash or Common Stock at the holder's election.
- Series B Preferred Stock has a liquidation preference of $1,000 per share plus accrued and unpaid dividends.
- Series B Preferred Stock will automatically convert to Common Stock on the third anniversary of issuance at a conversion price of $67.35, subject to adjustments.
- Series C Preferred Stock holders are entitled to a cumulative dividend at a rate of 7.0% per annum, with 4.00% payable in cash and 3.00% payable in cash or Common Stock at the holder's election.
- Series C Preferred Stock has a liquidation preference of $1,000 per share plus accrued and unpaid dividends.
- Series C Preferred Stock is convertible into Common Stock at a conversion price of $33.01, subject to adjustments.
- Series A Warrants entitle holders to purchase 0.064578 shares of Common Stock at $253.11 per share, expiring five years after the Business Combination.
- The Company is obligated to register the Common Stock underlying the Series A Warrants.
- The Company may redeem Series A Warrants at $0.01 per warrant if the Common Stock price equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period.
- Series B Warrants entitle holders to purchase 0.045435 shares of Common Stock at $30.81 per share, expiring five years from issuance.
- Series C Warrants entitle holders to purchase 0.045418 shares of Common Stock at $12.77 per share, expiring on March 1, 2029.
- Series D Warrants (Series D No. W-1) entitle holders to purchase 0.045418 shares of Common Stock at $12.77 per share, expiring on March 1, 2029.
- Series D Warrants (Series D No. W-2) entitle holders to purchase 0.045410 shares of Common Stock at $151.86 per share, expiring on June 4, 2024.
- Series E Warrants entitle holders to purchase 0.045418 shares of Common Stock at $12.77 per share, expiring on March 1, 2029.
- Series F Warrants entitle holders to purchase 0.045418 shares of Common Stock at $12.77 per share, expiring on March 1, 2029.
- Series G Warrants entitle holders to purchase 0.045418 shares of Common Stock at $12.77 per share, expiring on June 8, 2027.
- Series H Warrants entitle holders to purchase one share of Common Stock at $2.81 per share, expiring on February 23, 2027.
- As of March 21, 2024, the closing price of the Common Stock was $3.73 and the Series A Warrants was $0.0083.
- The company had 103 holders of record of Common Stock, 2 holders of Series A Preferred Stock, 1 holder of Series B Preferred Stock, 1 holder of Series C Preferred Stock, 1 holder of Series A Warrants, 1 holder of Series B Warrants, 1 holder of Series C Warrants, 1 holder of Series D Warrants (Series D No. W-1), 1 holder of Series D Warrants (Series D No. W-2), 2 holders of Series E Warrants, 1 holder of Series F Warrants, 1 holder of Series G Warrants, and 1 holder of Series H Warrants.
- The company's board of directors is divided into three classes with staggered three-year terms.
- Special meetings of stockholders may be called by a majority vote of the board, the Chair, the CEO, or stockholders holding at least a majority of the Common Stock.
- The company is subject to Section 203 of the Delaware General Corporation Law, regulating corporate takeovers.
- The sole and exclusive forum for certain stockholder litigation matters is the Court of Chancery of the State of Delaware.
- The transfer agent and registrar for the Common Stock and Series A Warrants is Continental Stock Transfer & Trust Company.
- The company's Common Stock and Series A Warrants are listed on Nasdaq under the symbols HOFV and HOFVW, respectively.
- The company's annual report on Form 10-K for the fiscal year ended December 31, 2023, includes a discussion and analysis of financial condition and results of operations, financial statements, and other required disclosures.
Sentiment
Score: 6
Explanation: The document is factual and descriptive, providing necessary details about the company's securities. There is no clear positive or negative sentiment, but the complexity of the capital structure and the presence of anti-takeover provisions could be seen as slightly negative from an investor's perspective.
Positives
- The company has a diversified capital structure with common and preferred stock, as well as warrants.
- The company has the ability to redeem Series A Warrants if the stock price reaches a certain level.
- The company has a staggered board of directors, which can provide stability.
- The company has a clear process for calling special meetings of stockholders.
- The company has a process for stockholders to bring business before a special meeting of stockholders.
- The company has a process for stockholders to make nominations for directors at the annual meeting of stockholders.
- The company has a transfer agent and registrar for its securities.
Negatives
- The company is subject to Delaware's anti-takeover statute, which could make it more difficult to acquire the company.
- The company's exclusive forum for stockholder litigation is the Delaware Court of Chancery, which could make it more difficult for stockholders to bring lawsuits against the company.
- The company's Series A Warrants have a high exercise price of $253.11 per share.
- The company's Series B Warrants have a high exercise price of $30.81 per share.
- The company's Series D Warrants (Series D No. W-2) have a high exercise price of $151.86 per share.
Risks
- The company's ability to deliver shares upon exercise of warrants is contingent on an effective registration statement.
- The company may redeem Series A Warrants even if it cannot register the underlying securities for sale under all applicable state securities laws.
- The company's management has the option to require cashless exercise of Series A Warrants, which could reduce the number of shares issued and lessen the dilutive effect of a warrant redemption.
- The company's Series B Warrants do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series C Warrants do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series D Warrants (Series D No. W-1) do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series D Warrants (Series D No. W-2) do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series E Warrants do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series F Warrants do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series G Warrants do not have a public trading market and are not intended to be listed on any exchange.
- The company's Series H Warrants do not have a public trading market and are not intended to be listed on any exchange.
- The company's exclusive forum provision may discourage lawsuits against its directors and officers.
Future Outlook
The company plans to use its authorized but unissued Common Stock and Preferred Stock for future issuances, including offerings to raise additional capital, acquisitions, and employee benefit plans.
Industry Context
This document provides a detailed overview of the company's capital structure and securities, which is essential for investors to understand the company's financial position and potential risks. The information is relevant to the broader market as it provides insight into the company's financing and governance structure.
Comparison to Industry Standards
- The use of multiple classes of preferred stock and warrants is common among growth-oriented companies, particularly those in the entertainment and resort industries.
- The staggered board structure is a common corporate governance practice, but it can be viewed as a potential anti-takeover measure.
- The exclusive forum provision is becoming increasingly common among Delaware corporations to manage litigation costs and ensure consistency in the application of Delaware law.
- The specific terms of the warrants, such as exercise prices and expiration dates, are unique to the company and reflect its specific financing needs and agreements.
- The company's capital structure is complex, with multiple classes of securities and warrants, which is not uncommon for companies that have undergone mergers or acquisitions or have raised capital through various means.
Stakeholder Impact
- Shareholders: The document provides detailed information about the company's securities, which is important for shareholders to understand their rights and potential risks.
- Employees: The document does not directly impact employees, but it provides information about the company's financial structure.
- Customers: The document does not directly impact customers, but it provides information about the company's financial stability.
- Suppliers: The document does not directly impact suppliers, but it provides information about the company's financial structure.
- Creditors: The document provides information about the company's debt and equity structure, which is relevant to creditors.
Next Steps
- The company will continue to use its authorized but unissued Common Stock and Preferred Stock for future issuances.
- The company will continue to operate under the terms of its existing securities.
Key Dates
- 2020-10-08: Company filed a Certificate of Designations to establish the preferences, limitations and relative rights of the Series A Preferred Stock.
- 2021-05-13: Company filed a Certificate of Designations to establish the preferences, limitations and relative rights of the Series B Preferred Stock.
- 2022-03-28: Company filed a Certificate of Designations to establish the preferences, limitations and relative rights of the Series C Preferred Stock.
- 2022-12-27: Company completed a reverse stock split of its shares of common stock at a ratio of 1-for-22.
- 2024-02-23: Company issued Series H Warrants to HFAKOH001 LLC.
- 2024-03-21: Closing price of Common Stock was $3.73 and Series A Warrants was $0.0083.
Keywords
Common Stock, Preferred Stock, Warrants, Securities, Dividends, Voting Rights, Liquidation Rights, Redemption, Conversion, Exercise Price, Nasdaq, Delaware Law, Corporate Governance
HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
Sector: Communication Services
Filings with Classifications
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).
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.
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.
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.
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.
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
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.
Delay expected
26 March 2025 5:00 PM
Annual Report
- The Company postponed its 2024 Annual Meeting of Stockholders.
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.
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.
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
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.
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.
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.
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
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.
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
19 August 2024 5:04 PM
Shareholder Letter
- Second quarter revenue was below the prior year, indicating worse than expected performance.
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.
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.
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.
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.
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.
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.
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.
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 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.
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
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
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.
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
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.