Current Report Filing (8-k)
08 Mai 2023 - 2:52PM
Edgar (US Regulatory)
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2023-05-02
2023-05-02
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2023-05-02
2023-05-02
0001708176
HOFV:WarrantsToPurchase0.064578SharesOfCommonStockMember
2023-05-02
2023-05-02
iso4217:USD
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):
May 2, 2023
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38363 |
|
84-3235695 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2014 Champions Gateway
Canton, OH 44708
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (330) 754-3427
(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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common Stock, $0.0001 par value per share |
|
HOFV |
|
Nasdaq Capital Market |
| Warrants to purchase 0.064578 shares of Common Stock |
|
HOFVW |
|
Nasdaq Capital Market |
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 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) |
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.
| |
HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
| |
|
|
| |
By: |
/s/ Michael Crawford |
| |
|
Name: |
Michael Crawford |
| |
|
Title: |
President and Chief Executive Officer |
| |
|
|
| Dated: May 8, 2023 |
|
|
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