Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2020, Hall of Fame Resort & Entertainment Company (the
"Company") closed its previously announced offering (the "Offering") of
17,857,142 units (the "Units") at a price of $1.40 per Unit, each consisting of
one share of the Company's common stock, par value $0.0001 per share (the
"Common Stock"), and one warrant to purchase one share of Common Stock (each, a
"Warrant") pursuant to the terms of the underwriting agreement between the
Company and Maxim Group LLC (the "Underwriter"), entered into on November 16,
2020 (the "Underwriting Agreement"). The Warrants are immediately exercisable at
a price of $1.40 per share of Common Stock and expire five years from the date
of issuance. The shares of Common Stock and the accompanying Warrants, were
purchased together in the Offering, but were issued separately. In addition,
under the Underwriting Agreement, the Company granted the Underwriter a 45-day
option to purchase up to an additional 2,678,571 shares of Common Stock and/or
up to an additional 2,678,571 Warrants at the public offering price less
discounts and commissions, of which the Underwriter has exercised its option to
purchase 2,678,571 Warrants. Under the terms of the Underwriting Agreement, each
of the Company's executive officers, directors and stockholders of more than 5%
of the outstanding Common Stock signed lock-up agreements pursuant to which each
agreed, subject to certain exceptions, not to transact in the Common Stock for a
period of 90 days following November 16, 2020. Gross proceeds, before
underwriting discounts and commissions and estimated offering expenses, are
approximately $25.0 million.
In connection with the Offering, on November 18, 2020, the Company entered into
a Warrant Agency Agreement (the "Warrant Agreement") with Continental Stock
Transfer & Trust Company ("Continental"), pursuant to which Continental agreed
to act as warrant agent with respect to the Warrants.
The foregoing description of the Underwriting Agreement, the Warrant Agreement
and the Warrants does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Underwriting Agreement, the
Warrant Agreement and form of Warrant, which are attached hereto as Exhibits
1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. Copies
of the press releases announcing the pricing and the closing of the Offering are
attached, respectively, as Exhibits 99.2 and 99.3 to this Current Report on Form
8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On November 13, 2020, the Company's board of directors (the "Board") appointed
Lisa Roy to serve as a Class A director on the Board to fill a vacancy. Lisa Roy
had been nominated to the Board by Johnson Controls, Inc. ("JCI") pursuant to
the Amended and Restated Sponsorship and Naming Rights Agreement, dated as of
July 2, 2020, among JCI, National Football Museum, Inc. d/b/a Pro Football Hall
of Fame ("PFHOF"), and the Company. Ms. Roy will not receive compensation as a
director. A copy of the press release announcing Ms. Roy's appointment is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Document
1.1 Underwriting Agreement, dated November 16, 2020, between Hall of Fame
Resort & Entertainment Company and Maxim Group LLC
4.1 Warrant Agency Agreement, dated November 18, 2020, between Hall of
Fame Resort & Entertainment Company and Continental Stock Transfer &
Trust Company
4.2 Form of Warrant
99.1 Press Release dated November 16, 2020
99.2 Press Release dated November 16, 2020
99.3 Press Release dated November 18, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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HALL OF FAME RESORT & ENTERTAINMENT COMPANY 
