Current Report Filing (8-k)
December 07 2020 - 6:04AM
Edgar (US Regulatory)
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2020-12-04
2020-12-04
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2020-12-04
2020-12-04
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HOFV:WarrantsToPurchase1.421333SharesOfCommonStockMember
2020-12-04
2020-12-04
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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):
December 4, 2020
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.
On December 4, 2020, Hall of Fame Resort
& Entertainment Company (the “Company”) closed the sale of an additional 2,678,571 shares of its common stock,
par value $0.0001 per share (the “Common Stock”), to Maxim Group, LLC (the “Underwriter”) as a result of
the Underwriter’s exercise in full of its over-allotment option (the “Over-Allotment Option”) in connection with
the Company’s previously disclosed public offering that initially closed on November 18, 2020 (the “Offering”).
The Company sold the Common Stock to the Underwriters at a price of $1.39 per share, resulting in gross proceeds to the Company,
before underwriting discounts and commissions and estimated offering expenses, of approximately $3,723,214 and bringing the total
gross proceeds of the Offering to approximately $28,749,998.
The Offering was conducted pursuant
to the Company’s registration statements on Form S-1 (File Nos. 333- 249133 and 333-250119), as amended, that were previously
filed with the Securities and Exchange Commission and are effective.
A copy of the press release announcing
the closing of the Over-Allotment Option is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: December 4, 2020
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