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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