CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Related Person Transaction Policy
The Company’s Board of Directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.
A “Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:
any person who is, or at any time during the applicable period was, one of the Company’s executive officers or a member of the Board of Directors;
any person who is known by the Company to be the beneficial owner of more than five percent (5%) of our voting stock;
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of our voting stock; and
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.
In addition, we have in place policies and procedures designed to minimize potential conflicts of interest arising from any dealings the Company may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to the Audit Committee charter, the Audit Committee has the responsibility to review related person transactions.
All of the transactions described in this section that occurred prior to the closing of the Business Combination on July 1, 2020, occurred prior to the adoption of this policy. The disclosure below covers related party transactions that have occurred since January 1, 2019.
Gordon Pointe Acquisition Corp. Pre-Business Combination Related Persons Transactions
Advances from Related Party
In March 2019, Gordon Pointe Management, LLC, which is controlled by our director James J. Dolan (the “Sponsor”), advanced an aggregate of $164,850 to Gordon Pointe Acquisition Corporation, our legal predecessor (“GPAQ”), for working capital purposes, which amount was repaid during the nine months ended September 30, 2019.
Promissory Note — Related Party
Through June 30, 2020, GPAQ issued promissory notes to the Sponsor, pursuant to which GPAQ could borrow up to an aggregate amount of $1,500,000, of which $600,000 of the promissory notes was issued during the six months ended June 30, 2020, to finance transaction costs in connection with the Business Combination. During the six months ended June 30, 2020, GPAQ borrowed $572,735 under the notes and an aggregate of $1,390,730 was outstanding under these notes.
In addition, through June 30, 2020, GPAQ issued unsecured promissory notes to the Sponsor, pursuant to which GPAQ borrowed an aggregate principal amount of $3,354,228, of which $972,573 was borrowed during the six months ended June 30, 2020, to fund the extension loans into the trust account in which the net proceeds of the GPAQ IPO were placed (the “Trust Account”).
These notes were non-interest bearing, unsecured and were paid upon the completion of the Business Combination. Up to $1,500,000 of the loans were convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.