0001209191-22-050590.txt : 20220919
0001209191-22-050590.hdr.sgml : 20220919
20220919173237
ACCESSION NUMBER: 0001209191-22-050590
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220919
DATE AS OF CHANGE: 20220919
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lichter Stuart
CENTRAL INDEX KEY: 0001685448
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38363
FILM NUMBER: 221251465
MAIL ADDRESS:
STREET 1: 631 PASEO DE LA PLAYA
CITY: REDONDO BEACH
STATE: CA
ZIP: 90277
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hall of Fame Resort & Entertainment Co
CENTRAL INDEX KEY: 0001708176
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 843235695
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2626 FULTON DRIVE NW
CITY: CANTON
STATE: OH
ZIP: 44718
BUSINESS PHONE: (412) 960-4687
MAIL ADDRESS:
STREET 1: 2626 FULTON DRIVE NW
CITY: CANTON
STATE: OH
ZIP: 44718
FORMER COMPANY:
FORMER CONFORMED NAME: Gordon Pointe Acquisition Corp.
DATE OF NAME CHANGE: 20180122
FORMER COMPANY:
FORMER CONFORMED NAME: Gordon Pointe Acqusition Corp.
DATE OF NAME CHANGE: 20170601
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-03-28
0
0001708176
Hall of Fame Resort & Entertainment Co
HOFV
0001685448
Lichter Stuart
11111 SANTA MONICA BOULEVARD
SUITE 800
LOS ANGELES
CA
90025
1
0
1
0
Common Stock
2022-06-08
4
A
0
125000
A
125000
I
By Midwest Lender Fund, LLC
Common Stock
200000
D
Common Stock
15458379
I
By CH Capital Lending, LLC
Common Stock
15027837
I
By HOF Village, LLC
Common Stock
125000
I
By IRG, LLC
Series B Preferred Stock
3.06
2022-03-28
4
J
0
15000
D
2021-06-04
2024-06-04
Common Stock
4901960
0
I
By CH Capital Lending, LLC
Series C Preferred Stock
1.50
2022-03-28
4
J
0
15000
A
2022-03-28
Common Stock
10000000
15000
I
By CH Capital Lending, LLC
Warrants
1.50
2022-06-08
4
A
0
125000
A
2023-06-08
2027-06-08
Common Stock
125000
125000
I
By Midwest Lender Fund, LLC
Convertible Notes due 2025
6.90
2020-07-01
2025-03-31
Common Stock
1589252
10965627.00
I
By CH Capital Lending, LLC
Convertible Promissory Note
1.50
2022-03-01
2024-03-31
Common Stock
2849028
4273543.46
I
By IRG, LLC
Convertible Term Loan
1.50
2022-03-01
2024-03-31
Common Stock
5834508
8751762.89
I
By CH Capital Lending, LLC
Warrants
1.50
2023-03-01
2027-03-01
Common Stock
1000000
1000000
I
By CH Capital Lending, LLC
Warrants
1.50
2023-03-01
2027-03-01
Common Stock
500000
500000
I
By IRG, LLC
Warrants
11.50
2020-07-31
Common Stock
3457393
2432500
I
By HOF Village, LLC
Warrants
6.90
2021-12-04
2027-03-01
Common Stock
2450980
2450980
I
By CH Capital Lending, LLC
Warrants
1.40
2020-11-18
2025-11-18
Common Stock
100000
100000
D
Warrants
1.40
2021-06-29
2027-03-01
Common Stock
10036925
10036925
I
By CH Capital Lending, LLC
Represents the issuance by Hall of Fame Resort & Entertainment Company (the "Company") of common stock, par value $0.0001 per share ("Common Stock"), as partial consideration for making a $4 million loan to the Company.
On March 28, 2022, CH Capital Lending, LLC exchanged each share of Series B Preferred Stock that it held for a share of Series C Preferred Stock.
Dividends are payable on Series C Preferred Stock at 7% per annum, of which 4% is payable in cash quarterly and 3% is payable at the election of the holder in either cash or shares of Common Stock upon conversion.
The Series C Preferred Stock is perpetual and therefore has no expiration date.
Represents the issuance by the Company of a warrant to purchase 125,000 shares of Common Stock, as partial consideration for making a $4 million loan to the Company.
Reflects the principal amount held by the reporting person as of August 31, 2022. Interest is payable quarterly in either cash or an increase in the principal amount of the Convertible Notes due 2025 at the discretion of the Company. The Company has been paying interest by increasing the principal. The original principal amount was $9 million.
The principal amount of the Convertible Term Loan increased to $8,751,762.89, effective July 31, 2022.
Each warrant represents the right to purchase 1.421333 shares of Common Stock.
The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Company shall fix a date for the redemption of the warrants in accordance with the warrant terms.
Tara Charnes, Attorney-in-Fact
2022-09-19