Current Report Filing (8-k)
September 16 2022 - 9:25AM
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2022-09-15
2022-09-15
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2022-09-15
2022-09-15
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2022-09-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 15, 2022
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38363 |
|
84-3235695 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2626 Fulton Drive NW
Canton, OH 44718
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (330) 458-9176
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common Stock, $0.0001 par value per share |
|
HOFV |
|
Nasdaq Capital Market |
| Warrants to purchase 1.421333 shares of Common Stock |
|
HOFVW |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
$5,000,000 Loan
from City of Canton, Ohio
On September 15, 2022,
Hall of Fame Resort & Entertainment Company (the “Company”) entered into a Business Loan Agreement (the “Business
Loan Agreement”) with City of Canton, Ohio (“City of Canton”), pursuant to which the Company borrowed $5,000,000 (the
“Canton Loan”). The interest rate applicable to the Canton Loan is six percent (6.0%) per annum (compounded quarterly). Interest
payments under the Canton Loan are paid quarterly beginning on December 31. The Canton Loan is unsecured. The Canton Loan matures on June
30, 2029. The Company may prepay the Canton Loan without penalty.
Events of default under
the Business Loan Agreement include without limitation: (i) a payment default, (ii) the Company’s failure to complete the infrastructure
development for Phase II on or before December 31, 2024, and (iii) the Company’s failure to comply with any non-monetary covenant
contained in the Business Loan Agreement, subject to applicable cure period. Upon the occurrence of an event of default under the Business
Loan Agreement beyond any applicable grace or cure period: (a) interest due will increase by 5% per annum; and (b) City of Canton may,
at its option, declare the Company’s obligations under the Business Loan Agreement to be immediately due and payable.
The Business Loan Agreement
contains customary affirmative and negative covenants for this type of loan, including without limitation (i) affirmative covenants, including
furnish City of Canton with such financial statements and other related information at such frequencies and in such detail as City of
Canton may reasonably request and use all Canton Loan proceeds solely for the infrastructure development for the construction of Phase
II, and (ii) negative covenants, including restrictions on additional indebtedness, prepayment of other indebtedness, transactions with
related parties, additional liens, mergers and acquisitions, and standard prohibitions on change of control.
In connection with entering
into the Canton Loan, the Company paid customary fees and expenses.
The foregoing description
of the Business Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Business Loan Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above under Item 1.01
of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
| |
|
|
| |
By: |
/s/ Michael Crawford |
| |
|
Name: |
Michael Crawford |
| |
|
Title: |
President and Chief Executive Officer |
| |
|
|
| Dated: September 16, 2022 |
|
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