Item 3.02 Unregistered Sales of Equity Securities.

On May 2, 2023, the Hall of Fame Resort & Entertainment Company (the "Company") issued to ADC LCR Hall of Fame Manager II, LLC (the "Investor") 800 shares (the "Shares") of the Company's 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), at a price of $1,000 per share for an aggregate purchase price of $800,000. The Company paid the Investor an origination fee of 2% of the aggregate purchase price. The issuance and sale of the Shares to the Investor is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Series A Preferred Stock is not convertible into Common Stock. The Investor has represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Shares are being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                    Document
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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