Item 1.01 Entry into a Material Definitive Agreement.
On
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
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
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
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, datedDecember 29, 2020 , betweenHall of Fame Resort & Entertainment Company ,Industrial Realty Group, LLC andCH Capital Lending, LLC . 10.2 Form of Warrant. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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