Item 8.01 Other Events.

As previously reported, on May 24, 2022, Hall of Fame Resort & Entertainment Company (the "Company") received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") notifying the Company that for the last 30 consecutive business days the bid price for the Company's common stock, par value $0.0001 per share ("Common Stock"), had closed below the minimum requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Requirement").

On January 11, 2023, the Company received written notice from the Staff of Nasdaq informing the Company that it has regained compliance with the Minimum Bid Requirement because Nasdaq has determined that for 10 consecutive business days, the closing bid price of the Company's Common Stock was at or above the Minimum Bid Requirement. Accordingly, Nasdaq has advised that the matter is now closed.

On January 11, 2023, the Company posted a press release on its website disclosing the fact that it has regained compliance with the Minimum Bid Price Requirement. A copy of the press release is attached as Exhibit 99.1.

Item 3.02 Unregistered Sales of Equity Securities.

On January 12, 2023, the Company issued to ADC LCR Hall of Fame Manager II, LLC (the "Investor") 1,600 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 $1,600,000. 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
   99.1         Press Release, dated January 11, 2023
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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