HOFV Hall of Fame Resort and Entertainment Company

On February 12, 2021, Hall of Fame Resort & Entertainment Company (the “Company”) closed its previously announced offering (the “Offering”) of 12,244,897 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $2.45 per share pursuant to the terms of the underwriting agreement between the Company and Maxim Group LLC (the “Underwriter”), entered into on February 9, 2021 (the “Underwriting Agreement”). In addition, under the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to an additional 1,836,734 shares of Common Stock at the public offering price less discounts and commissions. Under the terms of the Underwriting Agreement, each of the Company’s executive officers, directors and stockholders of more than 5% of the outstanding Common Stock signed lock-up agreements pursuant to which each agreed, subject to certain exceptions, not to transact in the Common Stock for a period of 90 days following February 12, 2021. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, are approximately $30.0 million.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1, and is incorporated herein by reference. Copies of the press releases announcing the pricing and the closing of the Offering are attached, respectively, as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.