HALL OF FAME RESORT & ENTERTAINMENT CO: Unregistered Sale of Equity Securities, Submission of Questions to Securityholder Vote, Financial Statements and Exhibits (Form 8-K)

Item 3.02 Unrecorded Sales of Equity securities.

On June 8, 2022, Hall of Fame Resort & Entertainment Company (the “Company”) issued to Midwest Lenders Fund, LLC (“Lender”), 100% owned by our administrator Stuart Lichterin connection with a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended: 125,000 shares (the “Undertaking cost sharing“) ordinary shares of the Company, par value $0.0001 per share (“Common Shares”) and one Series G warrant (the “Warrants”) to purchase 125,000 common shares (the “Warrant Shares”). The commitment cost sharing and warrants were issued in return for a $4 million loan granted by the lender to HOF Village Center for Performance, LLC (“FOH Village CFP”), 100% owned by the Company, evidenced by the Promissory Note, dated
April 27, 2022issued by FOH Village CFP to the Lender (the “Promissory Note”). The lender made the loan to FOH Village CFP pursuant to a previously disclosed Letter of Agreement, dated March 1, 2022between the company and Stuart Lichterwhich has been modified April 16, 2022and modified and assigned by Stuart Lichter to the lender April 26, 2022 (the “Letter of Agreement”). The commitment cost sharing and the Warrants were issued following the approval of the shareholders of the Company at the 2022 Annual Meeting (defined below), as described below and in the 2022 Proxy Circular (defined below). below). The warrants have an exercise price of $1.50
per ordinary share, subject to adjustment. The exercise price is subject to a weighted average anti-dilution adjustment. The Warrants can be exercised from June 8, 2023, subject to certain terms and conditions set forth in the Warrants. Unexercised Warrants will expire on June 8, 2027. Pursuant to a previously disclosed registration rights agreement, dated March 1, 2022 (the “Registration Rights Agreement”), the Company has agreed to provide the Lender with certain customary resale registration rights in respect of the Commitment cost sharing and Warrant Shares.

The foregoing descriptions of the Warrants, Letter Agreement, Promissory Note and Registration Rights Agreement do not purport to be complete and are subject to and qualified in their entirety by the full text of the Warrants. Subscription Agreement, Letter Agreement, Letter Agreement Note and Registration Rights Agreement, which are, respectively, attached as Exhibit 10.1 to this Current Report on Form 8-K, filed as as Exhibit 10.2 to the company’s current report on Form 8-K dated
April 29, 2022filed as Exhibit 10.1 to the company’s current report on Form 8-K dated April 29, 2022and filed as Exhibit 10.9 to the company’s current report on Form 8-K dated March 2, 2022and are incorporated herein by reference.

Section 5.07 Submission of Matters to a Vote of Securityholders.

At the annual meeting of shareholders of the Company held on June 8, 2022 (the “2022 Annual Meeting”), shareholders of the Company voted on four proposals as set forth below, all of which are detailed in the Company’s definitive proxy statement on Schedule 14A filed with from US Securities and Exchange Commission on April 28, 2022 (the “2022 Proxy Statement”). The number of votes cast for and against and the number of brokers abstaining and not voting on each question put to the vote are set out below.

1. The individuals listed below were elected at the 2022 Annual Meeting to serve

    as Class B directors for three-year terms expiring upon the 2025 Annual
    Meeting of Stockholders and the election and qualification of their respective
    successors.




                     For            Against        Abstentions       Broker Non-Votes
David Dennis       46,440,824         367,555           137,029             24,809,989
Karl L. Holz       45,484,852       1,278,457           182,099             24,809,989
Stuart Lichter     45,880,498         942,381           122,529             24,809,989
Curtis Martin      46,428,379         353,288           163,741             24,809,989



2. A proposed endorsement, for purposes of complying with the Nasdaq Listing Rule

    5635(d), the issuance of shares of common stock issuable upon the conversion
    of certain convertible debt, the exercise of certain warrants and the
    conversion of Series C Preferred Stock was approved.



   For        Against    Abstentions   Broker Non-Votes
44,802,470   1,111,693    1,031,245       24,809,989




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 3. A proposal to  approve, for purposes of complying with Nasdaq Listing Rule
    5635(c), the issuance to an entity wholly owned by a director of shares of
    common stock and warrants to purchase shares of common stock in consideration
    for making a loan to the Company was approved.




   For        Against    Abstentions   Broker Non-Votes
44,849,553   1,075,490    1,020,365       24,809,989




4. A proposal to ratify the appointment of the Marcum LLP like the company

    independent registered public accounting firm for the year ending December 31,
    2022, was approved. There were no broker non-votes on this matter.




   For       Against   Abstentions
69,855,376   643,109    1,256,912


Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit No.                                   Document
   10.1         Series G Warrant, dated June 8, 2022, issued by Hall of Fame Resort &
              Entertainment Company to Midwest Lender Fund, LLC
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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