Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2021, Hall of Fame Resort & Entertainment Company (the
"Company") closed its previously announced offering (the "Offering") of
12,244,897 shares of the Company's common stock, par value $0.0001 per share
(the "Common Stock"), at a public offering price of $2.45 per share pursuant to
the terms of the underwriting agreement between the Company and Maxim Group LLC
(the "Underwriter"), entered into on February 9, 2021 (the "Underwriting
Agreement"). In addition, under the Underwriting Agreement, the Company granted
the Underwriter a 45-day option to purchase up to an additional 1,836,734 shares
of Common Stock at the public offering price less discounts and commissions.
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 February 12, 2021. Gross proceeds, before underwriting discounts and
commissions and estimated offering expenses, are approximately $30.0 million.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Underwriting Agreement, which is attached hereto as Exhibit 1.1, and is
incorporated herein by reference. Copies of the press releases announcing the
pricing and the closing of the Offering are attached, respectively, as Exhibits
99.1 and 99.2 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 February 9, 2021, between Hall of Fame
Resort & Entertainment Company and Maxim Group LLC
99.1 Press Release dated February 9, 2021
99.2 Press Release dated February 12, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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