Hall of Fame Resort & Entertainment Co (Form: 8-K, Received: 04/08/2024 17:26:22)

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): April 7, 2024

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.)

2014 Champions Gateway

Canton, OH 44708

(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 0.064578 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.

Omnibus Extension of Certain Debt Instruments

On April 7, 2024, the Hall of Fame Resort & Entertainment Company (the “Company”) and HOF Village Newco, LLC (“Newco,” and collectively with the Company “Borrower”) entered into a formal omnibus extension of certain debt instruments, effective March 31, 2024 (“Omnibus Extension”) with CH Capital Lending, LLC, a Delaware limited liability company (“CHCL"), IRG, LLC, a Nevada limited liability company (“IRGLLC”), JKP Financial, LLC, a Delaware limited liability company (“JKP”), and Midwest Lender Fund, LLC, a Delaware limited liability company (“MLF” individually; IRGLLC, CHCL, JKP, and MLF referred to collectively as “Lenders”). The impacted agreements include the following, as amended from time to time (collectively, “IRG Debt Instruments”):

Joinder and First Amended and Restated Secured Cognovit Promissory Note, dated effective November 7, 2022, payable to CHCL, in the original principal amount of $10,504,940,89 (“CHCL Term Loan”);

ii)

Second Amended and Restated Secured Promissory Note, dated effective November 7, 2022, payable to CHCL, in the original principal amount of $8,786,700.61 (“CHCL Bridge”);

iii)

Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective November 7, 2022, payable to IRGLLC, in the original principal amount of $4,273,543.46 (“IRG Split Note”);

iv)

Secured Cognovit Promissory Note, dated effective November 7, 2022, payable to JKP, in the original amount of $9,097,203.95 (“JKP Promissory Note”);

Joined and Second Amended and Restated Secured Cognovit Promissory Note, dated effective November 7, 2022, payable to JKP, in the original principal amount of $4,273,543.46 (“JKP Split Note”); and

vi)

Secured Cognovit Promissory Note, dated November 7, 2022, payable to MLF, in the original principal amount of $4,000,000.00 (“MLF Note”).

Stuart Lichter, a director of the Company, is President of IRGLLC and MLF and a director of CHCL.

The Borrower provided timely notice of its intention to exercise the option to extend the maturity date of the IRG Debt Instruments on January 30, 2024. Pursuant to the Omnibus Extension, the parties agreed (i) to modify the maturity date for the IRG Debt Instruments from March 31, 2024 to March 31, 2025; (ii) Borrower will pay Lenders an extension fee equal to one percent (1%) of the outstanding principal balance for each of the IRG Debt Instruments, such fee to be capitalized and added to the outstanding principal balance for each instrument; and (iii) all interest due on the IRG Debt Instruments shall continue to accrue until the extended maturity date at the rates set forth and subject to all other terms and conditions of the respective debt instruments.

A copy of the Omnibus Extension is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Omnibus Extension does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Equity Distribution Agreement Amendment

On April 8, 2024, Hall of Fame Resort & Entertainment Company (the “Company”) and Wedbush Securities Inc. (“Wedbush”) and Maxim Group LLC (“Maxim” and, together with Wedbush, the “Agents”) entered into an Amendment No. 2 to the Equity Distribution Agreement, dated as of September 30, 2021, as amended by Amendment No. 1 dated October 6, 2023, among the Company and Wedbush and Maxim (the “Equity Distribution Agreement Amendment”) pursuant to which the Company may offer and sell shares of Common Stock from time to time through Wedbush and Maxim in an “at the market offering” (the “ATM Facility”). The Equity Distribution Agreement Amendment was effective immediately and increased the compensation to which the Agents are entitled from up to 2.0% to up to 4.0% of the aggregate gross offering proceeds of the shares of Common Stock sold pursuant to the equity distribution agreement. As part of the Equity Distribution Agreement Amendment, the Company also agreed to reimburse the Agents for certain specified expenses, including the reasonable fees and disbursements of its legal counsel not to exceed an agreed upon cap. The Company will have the ability to offer and sell the remaining shares of Comon Stock that are covered by the ATM Facility having a maximum aggregate gross sales price of up to $14,661,873. A copy of the Equity Distribution Agreement Amendment is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Equity Distribution Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
1.1		Amendment No. 2 to Equity Distribution Agreement, dated April 8, 2024, by and among Hall of Fame Resort & Entertainment Company, and Maxim Group LLC and Wedbush Securities Inc.
10.1		Omnibus Extension of Debt Instruments, dated April 7, 2024, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, as borrowers, and CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC as lenders
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 8, 2024

Exhibit 1.1

AMENDMENT NO. 2 TO

EQUITY DISTRIBUTION AGREEMENT

This Amendment No. 2 to Equity Distribution Agreement (this “Amendment”), is entered into as of April 8, 2024, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim”) and Wedbush Securities Inc. (“Wedbush”), as sales agents (each an “Agent” and, collectively, “Agents”). All capitalized terms used herein shall have the meanings set forth in the Equity Distribution Agreement (as defined below), unless otherwise indicated.

RECITALS:

A. The Company and the Agents are parties to the Equity Distribution Agreement, dated as of September 30, 2021, as amended by Amendment No. 1 thereto dated October 6, 2023 (the “Equity Distribution Agreement”).

B. The parties hereto desire to further amend the Equity Distribution Agreement as set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Agents agree as follows:

1. Amendment to Section 2(a) of the Equity Distribution Agreement. Section 2(a)(vi) of the Equity Distribution Agreement is hereby amended and restated in its entirety as follows:

“The compensation to the Agents for sales of the Shares (the “Commissions”), as agents of the Company, shall be up to four percent (4.0%) of the aggregate gross offering proceeds of the sale of Shares pursuant to this Section 2(a). The gross proceeds, after Commissions and further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agents shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required.”

2. Amendment to Section 3(g) of the Equity Distribution Agreement. Section 3(g) of the Equity Distribution Agreement shall be amended to add the following sentence immediately following the third sentence thereof to read in its entirety as follows:

“In addition to the foregoing, the Company agrees to reimburse the Agents upon request for their actual, reasonable and documented costs and out-of-pocket expenses incurred in connection with this Amendment and the Bringdown Date related to the Company’s Form 10-K for the year ended December 31, 2023,, including the actual, reasonable and documented fees and out-of-pocket expenses of its legal counsel in an amount not to exceed an aggregate of $25,000.”

3. Miscellaneous.

3.1 References. The Equity Distribution Agreement, as amended by this Amendment, is in full force and effect and is hereby ratified and confirmed by the parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Equity Distribution Agreement or as a waiver of or consent to any further or future action on the part of any party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Equity Distribution Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Equity Distribution Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Equity Distribution Agreement will mean and be a reference to the Equity Distribution Agreement, as amended by this Amendment.

3.2 Effective Date. The amendments and agreements set forth in this Amendment shall be effective as of the date first set forth above.

3.3 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply the laws of any other jurisdiction.

3.4 Entire Agreement. The Equity Distribution Agreement, as amended by this Amendment, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

3.5 Counterparts. This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

	By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

	Maxim Group LLC

	By:	/s/ Clifford Teller
	Name:	Clifford Teller
	Title:	Co-President

	Wedbush Securities Inc.

	By:	/s/ Burke Dempsey
	Name:	Burke Dempsey
	Title:	Executive Vice President

Exhibit 10.1

OMNIBUS EXTENSION OF DEBT INSTRUMENTS

This OMNIBUS EXTENSION OF DEBT INSTRUMENTS (this “Agreement”) entered into as of April 7, 2024, and effective as of March 31, 2024 (the “Effective Date”) is made by CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), in its capacity as a lender and as administrative agent for itself and the other lenders, IRG, LLC, a Nevada limited liability company (“IRG”), JKP Financial, LLC, a Delaware limited liability company (“JKP”), and Midwest Lender Fund, LLC, a Delaware limited liability company (“MLF” individually; IRG, CHCL, JKP and MLF are referred to collectively as “Lenders”) in favor of HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation, and HOF Village NEWCO, LLC, a Delaware limited liability company (collectively, the “Borrower”). Borrower and Lender are sometimes hereinafter collectively referred to as the “Parties”.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower is obligated for certain debts under the terms of the following secured instruments (collectively, the “Existing IRG Debt Instruments”):

(a)

that certain Term Loan Agreement (as amended or modified from time to time), dated December 1, 2020, as assigned to CHCL in its capacity as “Administrative Agent” for itself and the other lenders, on March 1, 2022, and all agreements, instruments, and promissory notes executed in connection with such Term Loan Agreement, as subsequently amended (collectively, the “Term Loan Agreement”);

(b)

that certain Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from Borrower and others to CHCL (the “CHCL Bridge”) as subsequently amended;

(c)

that certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from Borrower and others to IRG (the “IRG Split Note”) as may have been subsequently amended;

(d)

that certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from Borrower and others to JKP (the “JKP Split Note”) as may have been subsequently amended;

(e)

that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from Borrower and others to JKP (the “Hotel Note”) as may have been subsequently amended; and

(f)

that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from Borrower and others to MLF (the “MLF Note”) as may have been subsequently amended.

WHEREAS, Borrower has timely exercised its right and option to extend the maturity date of the Existing IRG Debt Instruments and Borrower, Lenders and Administrative Agent desire to memorialize such extension on and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the Parties hereto hereby agree as follows:

SECTION 1. Extension of Maturity Date. Wherever in the Existing IRG Debt Instruments a maturity date is set forth, whether March 31, 2024 or otherwise, such maturity date shall be deleted and substituted in its place shall be March 31, 2025 such that the maturity date of each of the Existing IRG Debt Instruments shall be March 31, 2025 (the “Extended Maturity Date”).

SECTION 2. Extension Fee. As and for consideration for the exercise of the extension option and the implementation of the maturity date extension, Borrower shall pay Lender a fee equal to one percent (1%) of the outstanding principal balance (including all accrued but unpaid interest) of each of the Existing IRG Debt Instruments as of March 31, 2024, such fee to be capitalized and added to the outstanding principal balance of each such Existing IRG Debt Instrument, payable on the Extended Maturity Date of each such Existing IRG Debt Instrument.

SECTION 3. Interest Continues to Accrue. All interest due on the Existing IRG Debt Instruments shall continue to accrue until the Extended Maturity Date at the rates set forth therein, and shall be due and payable in full on the Extended Maturity Date, subject to all of the other terms and conditions of the Existing IRG Debt Instruments.

SECTION 4. Representations and Warranties. This Agreement constitutes the legal, valid and binding obligations of the Parties, enforceable against the Parties in accordance with its terms, has been duly authorized by all requisite corporate, partnership or limited liability company and, if required, stockholder, partner or member action of each entity which is a party thereto, and (i) will not violate (A) any provision of law, statute, rule or regulation, or of Governing Documents of any party, (B) any order of any Governmental Authority or arbitrator or (C) any provision of any indenture, agreement or other instrument to which any party is a party or by which any of them or any of their property is or may be bound, including any contractual obligation, or (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument or any contractual obligation.

SECTION 5. Electronic Signatures. Transmission of a signature by facsimile or email or in .pdf format shall bind the signing party to the same degree as the delivery of a signed original or electronic signature. This Agreement may be executed by way of electronic signatures (including, but not limited to, by way of electronic signatures generated by “DocuSign,” “Adobe Sign” or similar programs or replacements thereto) and that neither this Agreement, nor any part or provision of this Agreement, shall be challenged or denied any legal effect, validity and/or enforceability solely on the grounds that it is in the form of an electronic record. To the extent deemed necessary or advisable, the Parties agree to execute and deliver such other documents and instruments evidencing the extension of the maturity date including, but not limited to, an amendment to mortgages of record.

SECTION 6. No Other Changes; Ratification. Except as specifically amended hereby, the terms, provisions and conditions of the Existing IRG Debt Instruments shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, provisions and conditions of the Existing IRG Debt Instruments are hereby ratified and confirmed in all respects.

SECTION 7. Counterparts. This Agreement may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to any conflicts of law principles that would direct the application of the laws of any jurisdiction.

[Signatures follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	Lenders:

	CH CAPITAL LENDING, LLC,
	a Delaware limited liability company,
	as Administrative Agent/Collateral Agent

	By:	Holdings SPE Manager, LLC,
		a Delaware limited liability company,
		its Manager

Date: 04/07/2024	By:	/s/ Richard Klein
	Name:	Richard Klein
	Title:	Chief Financial Officer

	IRG, LLC,
	a Nevada limited liability company

	By:	S.L. Properties, Inc.,
		a Delaware corporation,
		its Manager

Date: 04/07/2024	By:	/s/ Stuart Lichter
	Name:	Stuart Lichter
	Title:	President

	JKP FINANCIAL, LLC,
	a Delaware limited liability company

Date: 04/07/2024	By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

[Signatures Continue on Next Page]

Omnibus Extension of Debt Instruments

	MIDWEST LENDER FUND, LLC,
	a Delaware limited liability company

	By:	S.L. Properties, Inc.,
		a Delaware corporation,
		its Manager

Date: 04/07/2024	By:	/s/ Stuart Lichter
	Name:	Stuart Lichter
	Title:	President

	Borrowers:

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

Date: 04/07/2024	By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
	a Delaware corporation

Date: 04/07/2024	By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

Omnibus Extension of Debt Instruments