Current Report Filing (8-k)
November 24 2021 - 4:10PM
Edgar (US Regulatory)
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2021-11-23
2021-11-23
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2021-11-23
2021-11-23
0001708176
HOFV:WarrantsToPurchase1.421333SharesOfCommonStockMember
2021-11-23
2021-11-23
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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): November 23, 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 1.01 Entry into a Material Definitive Agreement.
On
November 23, 2021, Hall of Fame Resort & Entertainment Company (the “Company”), and Industrial Realty Group, LLC, a Nevada
limited liability company that is controlled by the Company’s director Stuart Lichter (“IRG”), entered into a promissory
note (the “Note”) pursuant to which IRG made a loan to the Company in the aggregate amount of $8,500,000 (the “Loan
Amount”). Interest will accrue on the outstanding balance of the Note at a rate of 8% per annum, compounded monthly. The Company
will pay interest to IRG under the Note on the first day of each month, in arrears. The Note has a maturity date of June 30, 2022 (the
“Maturity Date”). The Company may prepay all or any portion of the Note at any time prior to the Maturity Date without penalty
or premium.
The
Note contains customary terms regarding events of default, which include payment defaults and breach of any non-monetary covenant of
the Note. Upon the occurrence of an event of default, IRG may, at its option, declare the Note immediately due and payable. The Company
paid an origination fee of 0.25% of the Loan Amount to IRG under the Note. If the loan evidenced by the Note is not repaid in full by
December 31, 2021, the Company will pay IRG a fee equal to 0.25% of the total then-outstanding amount due under the Note on or before
the earlier to occur of (i) the Maturity Date and (ii) date on which the loan evidenced by the Note is repaid in full. The Note
contains certain customary terms regarding payment of IRG expenses and indemnification of IRG.
The
rights of IRG under the Note are subordinated in right of payment to all obligations owed by the Company under its term loan agreement,
dated as of December 1, 2020, as amended, with Aquarian Credit Funding, LLC (the “Term Loan Agreement”). The loan evidenced
by the Note will remain unsecured until such time as the loan evidenced by the Term Loan Agreement is repaid in full. In connection with
the Company’s repayment of the Term Loan Agreement, each of the Company’s direct and indirect subsidiaries (with certain
exceptions) will execute and deliver to IRG a mortgage as security for the loan evidenced by the Note.
The
foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy
of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 10.1 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(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:
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Michael Crawford
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Title:
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President and Chief Executive Officer
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Dated: November 24, 2021
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