Hall of Fame Resort & Entertainment Company Announces Pricing of $2.8 Million Public Offering of Common Stock and Warrants

CANTON, Ohio, Oct. 11, 2023 /PRNewswire/ -- Hall of Fame Resort & Entertainment Company ("HOFV" or the "Company"), the only resort, entertainment and media company centered around the power of professional football today announced the pricing of its previously announced underwritten public offering of 750,000 shares of common stock and accompanying warrants to purchase 750,000 shares of common stock. Each share of common stock is being sold together with one warrant at a combined effective offering price of $3.75. The warrants will be immediately exercisable at a price of $3.75 per share of common stock and will expire five years from the date of issuance. The shares of common stock and the accompanying warrants can only be purchased together in the offering but will be issued separately and will be immediately separable upon issuance. HOFV has granted the underwriters a 45-day option to purchase up to an additional 112,500 shares of common stock and/or additional warrants to purchase up to 112,500 shares of common stock.

Maxim Group LLC is acting as sole book-running manager for the offering.

The gross proceeds of the offering are expected to be approximately $2.8 million before deducting underwriting discounts and commissions and estimated offering expenses. This offering is expected to close on or about October 13, 2023, subject to customary closing conditions. Hall of Fame Resort & Entertainment Company intends to use the net proceeds from this offering for general corporate purposes, including the potential repayment of indebtedness.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-259242) previously filed with the U.S. Securities and Exchange Commission ("SEC"), and which was declared effective on September 14, 2021. The shares may be offered only by means of the written prospectus supplement and the accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the public offering have been filed with the SEC and are available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the public offering may also be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at [email protected]. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus, together with the information incorporated therein, for more complete information about HOFV and the proposed offering. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Hall of Fame Resort & Entertainment Company

Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Hall of Fame Resort & Entertainment Company is the owner of the Hall of Fame Village a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame's campus. Additional information on the Company can be found at www.HOFREco.com

Safe Harbor

Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as "opportunity," "future," "will," "goal," "enable," "pipeline," "transition," "move forward," "towards," "build out," "coming" and "look forward" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside the Company's control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that may affect actual results or outcomes include, among others, the Company's ability to manage growth; the Company's ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities; potential litigation involving the Company; changes in applicable laws or regulations; general economic and market conditions impacting demand for the Company's products and services, and in particular economic and market conditions in the resort and entertainment industry; the effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and the Company's liquidity, operations and personnel; increased inflation; the inability to maintain the listing of the Company's shares on Nasdaq; and those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Hall of Fame Resort & Entertainment Company