Item 3.02 Unregistered Sales of Equity Securities.

On January 23, 2023, the Company issued to ADC LCR Hall of Fame 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2023, Mr. Curtis Martin resigned from the Board of Directors of Hall of Fame Resort & Entertainment Company (the "Company"). As a Class B director, Mr. Martin's term was set to expire at the Company's 2025 Annual Meeting of Stockholders. Mr. Martin did not serve on any committees of the Board.

Mr. Martin confirmed that his departure was due to other professional and personal obligations requiring significant time and attention, and was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company is appreciative of Mr. Martin's service to the Company as a director.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                    Document
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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