HALL OF FAME RESORT & ENTERTAINMENT COMPANY Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure in the Original Report under the heading "Security Ownership of Certain Beneficial Owners and Management" is amended and restated as follows.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of the Common Stock as of the Closing by:
? each person known by the Company to be the beneficial owner of more
than 5% of the Common Stock of the Company upon the closing of the
Business Combination;
? each of the Company's officers and directors; and
? all executive officers and directors of the Company as a group upon the
closing of the Business Combination.
Beneficial ownership is determined according to the rules of the Commission,
which generally provide that a person has beneficial ownership of a security if
he, she or it possesses sole or shared voting or investment power over that
security, including options and warrants that are currently exercisable or
exercisable within 60 days. The information below is based upon the Schedule
13D's, Form 3's and Form 4's filed by certain of the parties below
The beneficial ownership percentages set forth in the table below are based on
approximately 31,819,076 shares of Common Stock issued and outstanding as of
July 1, 2020 .
Unless otherwise indicated, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them.
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Beneficial OwnershipName and Address of Beneficial Owner Number of Shares Percentage Directors and Officers Michael Crawford ? 1 * Jason Krom ? * Mike Levy ? * Anne Graffice ? * James J. Dolan 5,136,643 2 14.5 % Michael Klein 2,517,108 3 7.9 % David Dennis 10,000 * Edward J. Roth III ? * Stuart Lichter 23,989,923 4 66.5 % Kimberly K. Schaefer ? * Karl L. Holz ? * Anthony J. Buzzelli 21,320 * Mary Owen ? * Curtis Martin ? * All Directors and Officers as a Group (12 individuals) 31,674,994 89.1 % Greater than 5% Stockholders HOF Village, LLC 18,485,230 5, 6 52.4 % CH Capital Lending, LLC 5,097,214 7 14.1 % IRG Canton Village Member, LLC 18,485,230 8 51.3 % IRG Canton Village Manager, LLC 18,485,230 8 51.3 % National Football Museum, Inc. d/b/a Pro Football Hall of Fame 6,309,721 6, 9 19.8 % Gordon Pointe Management, LLC 5,136,643 6, 10 14.5 % * Less than 1%. 1 In accordance with his employment agreement and the terms of the Company's 2020 Omnibus Incentive Plan,Mr. Crawford is entitled to receive 715,929 restricted shares of Company Common Stock upon the effectiveness of a registration statement covering those shares. One-third of those restricted shares vest immediately after the effectiveness of that registration statement, upon the first anniversary of the closing of the Business Combination and upon the second anniversary of such closing. 2Mr. Dolan may be deemed to beneficially own 1,635,772 shares of Common Stock through his ownership of membership interests inGordon Pointe Management, LLC and as the managing member ofGordon Pointe Management, LLC .Mr. Dolan may also be deemed to beneficially own (1) 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held byGordon Pointe Management, LLC with an exercise price of$11.50 per share and (2) 43,478 shares of Common Stock issuable toGordon Point Management, LLC upon the conversion of a$500,000 convertible note of the Company with a conversion price of$11.50 per share. These instruments are exercisable or convertible within 60 days. Does not include 325,000 shares of Common Stock granted byMr. Dolan and Gordon Point Management, LLC to various trusts or estate planning vehicles for certain Dolan grandchildren and other Dolan family members that are managed byMr. Dolan's adult children, over whichMr. Dolan disclaims beneficial ownership. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares issuable toGordon Pointe Management, LLC upon the exercise of the warrants and the conversion of convertible notes. 2 3Mr. Klein may be deemed to beneficially own 1,078,984 shares of Common Stock through his ownership of membership interests inThe Klein Group, LLC .Mr. Klein may also be deemed to beneficially own (i) 928,455 shares of Common Stock as a result of his ownership ofM. Klein & Associates, Inc. , which owns membership interests inHOF Village, LLC , and (ii) 509,669 shares of Common Stock as a result of his minority ownership interests inM. Klein and Company, LLC , which beneficially owns 509,669 shares.Mr. Klein disclaims beneficial ownership of the shares of Common Stock owned byHOF Village, LLC andM. Klein and Company, LLC except to the extent of any actual pecuniary interest. 4Mr. Lichter may be deemed to beneficially own (1) 4,314,605 shares of Common Stock through his indirect ownership of membership interests inCH Capital Lending, LLC , (2) 782,609 shares of Common Stock issuable toCH Capital Lending, LLC upon the conversion of a$9,000,000 convertible note of the Company with a conversion price of$11.50 per share, and (3) 407,479 shares of Common Stock through his indirect control overAmerican Capital Center, LLC . The convertible notes are convertible within 60 days.Mr. Lichter may also be deemed to beneficially own 15,027,837 shares of Common Stock through his indirect ownership interest inIRG Canton Village Member, LLC , which in turn owns approximately a 76.8% interest inHOF Village, LLC .HOF Village, LLC owns 15,027,837 shares of Common Stock. He may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held byHOF Village, LLC with an exercise price of$11.50 per share. The warrants are exercisable within 60 days.Mr. Lichter disclaims beneficial ownership of all shares held byIRG Canton Village Member, LLC ,CH Capital Lending, LLC ,American Capital Center, LLC , and IRG Canton Village Manager, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the warrants toHOF Village, LLC and upon the convertible notes toCH Capital Lending, LLC . 5HOF Village, LLC beneficially owns 15,027,837 shares of Common Stock. It also beneficially owns 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held byHOF Village, LLC with an exercise price of$11.50 per share. The warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable toHOF Village, LLC upon the exercise of the warrants. 6HOF Village, LLC ,National Football Museum, Inc. andGordon Pointe Management, LLC are parties to a director nominating agreement. See the discussion under "Director Nominating Agreement" in Item 1.01 of this Form 8-K. As a result of these relationships, these persons may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to beneficially own 25,065,543 shares of Common Stock (exclusive of warrants and convertible notes), or approximately 78.8% of the Common Stock outstanding. Taking into account the warrants and convertible notes, they may be deemed to collectively beneficially own 32,806,416 shares of Common Stock, or 82.9% of the Common Stock outstanding after the exercise of the warrants and the conversion of the convertible notes.
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Item 2.02 Results of Operations and Financial Condition.
On
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a)-(b) Financial Statements.
The unaudited condensed consolidated financial statements of HOF Village as ofJune 30, 2020 and for the three and six months endedJune 30, 2020 and 2019, and the related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of HOF Village for the three and six months endedJune 30, 2020 and 2019.
The unaudited pro forma financial statements of the Company are filed as Exhibit 99.3 to this Amendment No. 1 and are incorporated herein by reference.
(d) Exhibits
Exhibit No. Document
99.1 Unaudited condensed consolidated financial statements of HOF Village
as of June 30, 2020 and for the three and six months ended
and 2019
99.2 Management's Discussion and Analysis of Financial Condition and
Results of Operations of HOF Village for the three and six months ended
June 30, 2020 and 2019
99.3 Unaudited Pro Forma Condensed Combined Financial Information of the
Company as of June 30, 2020 and for the six months ended June 30, 2020
and year ended December 31, 2019
99.4 Investor Presentation made available by the Company on August 10,
2020
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