Current Report Filing (8-k)
September 28 2021 - 4:14PM
Edgar (US Regulatory)
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2021-09-22
2021-09-22
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2021-09-22
2021-09-22
0001708176
HOFV:WarrantsToPurchase1.421333SharesOfCommonStockMember
2021-09-22
2021-09-22
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): September 22, 2021
HALL OF FAME RESORT
& ENTERTAINMENT COMPANY
(Exact name of registrant
as specified in its charter)
Delaware
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001-38363
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84-3235695
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(State or
other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2626 Fulton Drive
NW
Canton, OH 44718
(Address of principal
executive offices, including zip code)
Registrant’s telephone
number, including area code: (330) 458-9176
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of each exchange
on
which registered
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Common Stock,
$0.0001 par value per share
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HOFV
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Nasdaq Capital
Market
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Warrants to
purchase 1.421333 shares of Common Stock
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HOFVW
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Nasdaq Capital
Market
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.02
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Unregistered
Sales of Equity Securities.
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On
September 22, 2021, Hall of Fame Resort & Entertainment Company (the “Company”) issued to American Capital Center, LLC
(the “Investor”) 900 shares (the “Shares”) of 7.00% Series A Cumulative Redeemable Preferred Stock (“Series
A Preferred Stock”) at a price of $1,000 per share for an aggregate purchase price of $900,000. The Company will pay 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 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
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
No.
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Document
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104
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Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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HALL OF FAME RESORT &
ENTERTAINMENT COMPANY
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By:
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/s/
Michael Crawford
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Name: Michael Crawford
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Title: President and Chief
Executive Officer
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Dated: September 28, 2021
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