Registration of Additional Securities (up to 20%) (s-1mef)
November 16 2020 - 4:34PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on November 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HALL OF FAME RESORT & ENTERTAINMENT
COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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7990
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84-3235695
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(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification Code Number)
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Identification No.)
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2626 Fulton Drive NW
Canton, OH 44718
(330) 458-9176
(Address, Including Zip Code, and Telephone
Number,
Including Area Code, of Registrant’s
Principal Executive Offices)
Michael Crawford
Chief Executive Officer
2626 Fulton Drive NW
Canton, OH 44718
(330) 458-9176
(Name, Address, Including Zip Code, and
Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
J. Steven Patterson, Esq.
Scott D. McKinney, Esq.
Mayme Beth F. Donohue, Esq.
Hunton Andrews Kurth LLP
2200 Pennsylvania Avenue NW
Washington, DC 20037
Tel: (202) 955-1500
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Mitchell S.
Nussbaum, Esq.
Angela M. Dowd,
Esq.
Loeb & Loeb
LLP
345 Park Avenue
New York, NY
10154
Tel: (212) 407-4000
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Approximate date of commencement of proposed
sale to the public:
From time to time after the effective
date of this registration statement.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. ☒
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☒ 333-249133
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934:
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount of
Registration
Fee
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Units consisting of shares of Common Stock, par value $0.0001 per share, and Warrants to purchase shares of Common Stock, par value $0.0001 per share
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$
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3,750,000
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$
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414.12
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Common Stock included in Units
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Included with
Units above
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-
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Warrants included in Units(3)
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Included with
Units above
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-
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Common Stock issuable upon exercise of Warrants(4)
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$
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3,750,000
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$
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414.12
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Total
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$
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7,500,000
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$
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818.25
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(5)
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(1)
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The registrant previously
registered an aggregate of $50,000,000 of securities on the Registration Statement on Form S-1, Registration No. 333-249133 (the
“Initial Registration Statement”). Pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the “Securities Act”), the amount of securities being registered hereunder represents no more than 20%
of the securities initially registered pursuant to the Initial Registration Statement.
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(2)
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Estimated solely for purposes
of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
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(3)
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Pursuant to Rule 457(g) of
the Act, no separate registration fee is required for the Warrants because the Warrants are being registered in the same registration
statement as the Common Stock of the registrant issuable upon exercise of the Warrants.
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(4)
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In addition to the shares
of Common Stock set forth in this table, pursuant to Rule 416 under the Act, this registration statement also registers such indeterminate
number of shares of Common Stock as may become issuable upon exercise of these securities as the same may be adjusted as a result
of stock splits, stock dividends, recapitalizations or other similar transactions.
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(5)
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A filing fee of $818.25 is
paid herewith. Calculated pursuant to Rule 457(o) under the Securities Act. The registrant previously registered an aggregate
of $50,000,000 of securities on the Initial Registration Statement, for which a filing fee of $5,973.00 was previously paid.
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This Registration Statement shall become effective upon filing
with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE
This Registration Statement on Form S-1 (the “462(b) Registration
Statement”) is being filed by Hall of Fame Resort & Entertainment Company (the “Company”) pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 462(b), the Company hereby
incorporates by reference into this 462(b) Registration Statement in its entirety the Registration Statement on Form S-1 (File
No. 333-249133), which was declared effective by the Securities and Exchange Commission (“SEC”) on November 16, 2020
(the “Initial Registration Statement”), including each of the documents filed by the Company with the SEC and incorporated
or deemed to be incorporated by reference therein and all exhibits thereto.
In accordance with Rule 462(b), an additional amount of securities
having a proposed maximum aggregate offering price of not more than 20% of the maximum aggregate offering price of the securities
registered under the Initial Registration Statement are being registered on this 462(b) Registration Statement. This 462(b) Registration
Statement is being filed with respect to the registration of (i) an additional $3,750,000 aggregate maximum amount of units of
the Company (the “Units”), each Unit consisting of one share of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) and one warrant (collectively, the “Warrants”) to purchase one share of
Common Stock and (ii) an additional $3,750,000 of shares of Common Stock underlying the Warrants, all of which are described in
the prospectus constituting a part of the Initial Registration Statement.
The required opinions of counsel and related consent and accountants’
consents are attached hereto and filed herewith.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 8.
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Exhibits and Financial Statement Schedules
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All exhibits filed
or incorporated by reference in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-249133), are
incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which
are filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Canton, State of Ohio, on November 16, 2020.
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HALL OF FAME RESORT & ENTERTAINMENT COMPANY
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/s/ Michael Crawford
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Name:
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Michael Crawford
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Title:
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President and Chief Executive Officer
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POWER
OF ATTORNEY
Each of the undersigned,
whose signature appears below, hereby constitutes and appoints Michael Crawford and Jason Krom, and each of them, his or her true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with
all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to
be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature
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Capacity in Which Signed
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Date
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/s/ Michael Crawford
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Chief Executive Officer and Director
(Principal Executive Officer)
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November 16, 2020
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Michael Crawford
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*
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Chief Financial Officer
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November 16, 2020
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Jason Krom
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(Principal Financial and Accounting Officer)
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*
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Director
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November 16, 2020
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Anthony J. Buzzelli
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*
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Director
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November 16, 2020
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David Dennis
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*
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Director
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November 16, 2020
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James J. Dolan
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*
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Director
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November 16, 2020
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Karl L. Holz
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*
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Director
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November 16, 2020
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Stuart Lichter
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*
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Director
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November 16, 2020
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Curtis Martin
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*
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Director
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November 16, 2020
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Mary Owen
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*
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Director
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November 16, 2020
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Edward J. Roth III
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Director
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November 16, 2020
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Lisa Roy
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*
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Director
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November 16, 2020
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Kimberly K. Schaefer
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* By:
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/s/ Michael Crawford
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Michael Crawford
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Attorney-in-fact
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