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
On
per ordinary share, subject to adjustment. The exercise price is subject to a weighted average anti-dilution adjustment. The Warrants can be exercised from
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
Section 5.07 Submission of Matters to a Vote of Securityholders.
At the annual meeting of shareholders of the Company held on
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 1 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
independent registered public accounting firm for the year endingDecember 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, datedJune 8, 2022 , issued byHall of Fame Resort & Entertainment Company toMidwest Lender Fund, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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