Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2020 (the "Closing Date"), Hall of Fame Resort & Entertainment Company, a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Industrial Realty Group, LLC, a Nevada limited liability company ("IRG"), and CH Capital Lending, LLC, a Delaware limited liability company (the "Purchaser"), pursuant to which the Company sold to the Purchaser in a private placement (the "Private Placement") 10,813,774 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and warrants to purchase 10,036,925 shares of Common Stock (the "Warrants"). The aggregate purchase price for the Shares and Warrants was $15,239,653.08 (the "Purchase Price"). The Warrants are subject to the exercise terms described in Item 3.02 hereof.

The information regarding the Warrants set forth in Item 3.02 hereof is incorporated by reference into this Item 1.01.

The description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this Item 1.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On the Closing Date, the Company completed the Private Placement with the sale of 10,813,774 shares of Common Stock and warrants to purchase 10,036,925 shares of Common Stock for an aggregate purchase price of $15,239,653.08. The Purchase Price was paid in the form of the cancellation in full of certain financial obligations owed by the Company and its affiliates to IRG and its affiliates in the amount of the Purchase Price.

The Private Placement was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering.

The Warrants are exercisable for, in the aggregate, 10,036,925 shares of Common Stock at an exercise price of $1.40 per share of Common Stock (subject to customary adjustments). The Warrants may be exercised from and after June 29, 2021, subject to certain terms and conditions set forth in the Warrants. Unexercised Warrants will expire on the fifth anniversary of the Closing Date.

The description of the Warrants is qualified in its entirety by reference to the full text of the Form of Warrant filed as Exhibit 10.2 hereto and is incorporated into this Item 3.02 by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                                   Document
   10.1         Securities Purchase Agreement, dated December 29, 2020, between Hall
              of Fame Resort & Entertainment Company, Industrial Realty Group, LLC and
              CH Capital Lending, LLC.
   10.2         Form of Warrant.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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