HOFV Hall of Fame Resort and Entertainment Company

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2021, Hall of Fame Resort & Entertainment Company (the “Company”), entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wedbush Securities Inc. and Maxim Group LLC, as agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Shares”). Pursuant to the Equity Distribution Agreement, the Agents may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market, at market prices or as otherwise agreed with the Agents. The Agents will use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.

The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-259242) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 1, 2021 and declared effective by the SEC on September 14, 2021, under the Securities Act of 1933, as amended (the “Securities Act”), and a prospectus supplement dated September 30, 2021 filed with the SEC related thereto (the “Prospectus Supplement”).

Under the terms of the Equity Distribution Agreement, in no event will the Company issue or sell through the Agents such number or dollar amount of shares of Common Stock that would (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement, (ii) exceed the number of authorized but unissued shares of Common Stock, (iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (iv) exceed the number or dollar amount of Common Stock for which the Company has filed a prospectus supplement to the Registration Statement.

The Company is not obligated to make any sales of the Shares under the Equity Distribution Agreement. The offering pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the issuance and sale of all shares of the Company’s common stock subject to the Equity Distribution Agreement, or (ii) the termination of the Equity Distribution Agreement as provided therein.

The Company will pay the Agents a commission rate equal to up to 2% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company will also reimburse the Agents for certain specified expenses in connection with entering into the Equity Distribution Agreement. The Equity Distribution Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of Hunton Andrews Kurth LLP, the Company’s counsel, regarding the validity of the Shares that will be issued pursuant to the Equity Distribution Agreement, is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.