0001209191-24-005406.txt : 20240429 0001209191-24-005406.hdr.sgml : 20240429 20240429165729 ACCESSION NUMBER: 0001209191-24-005406 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230607 FILED AS OF DATE: 20240429 DATE AS OF CHANGE: 20240429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lichter Stuart CENTRAL INDEX KEY: 0001685448 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38363 FILM NUMBER: 24892218 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] ORGANIZATION NAME: 07 Trade & Services 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 X0508 4 2023-06-07 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 0 Common Stock 751168 I By CH Capital Lending, LLC Common Stock 15949 I By IRG, LLC Common Stock 683083 I By HOF Village, LLC Common Stock 5681 I By Midwest Lender Fund, LLC Common Stock 9090 D Backup Convertible Promissory Note 12.77 2023-06-07 4 P 0 4000000.00 A 2023-06-07 2025-03-31 Common Stock 313234 4574733.00 I By Midwest Lender Fund, LLC 2020 Convertible Term Loan 12.77 2023-11-30 4 H 0 9539154.00 D 2023-03-17 2025-03-31 Common Stock 746997 0 I By CH Capital Lending, LLC 2020 Convertible Term Loan 3.64 2023-11-30 4 P 0 14139154.00 A 2024-01-10 2025-03-31 Common Stock 3884382 14139154.00 I By CH Capital Lending, LLC 2022 Convertible Term Loan 3.64 2023-12-08 4 P 0 10000000.00 A 2024-01-10 2024-12-04 Common Stock 2747252 10618585.00 I By CH Capital Lending, LLC 2020 Convertible Term Loan 3.64 2024-01-17 4 P 0 2200000.00 A 2024-01-17 2025-03-31 Common Stock 604395 12751934.00 I By CH Capital Lending, LLC 2020 Convertible Term Loan 3.64 2024-02-01 4 P 0 800000.00 A 2024-02-01 2025-03-31 Common Stock 219780 13551934.00 I By CH Capital Lending, LLC 2020 Convertible Term Loan 3.64 2024-02-28 4 P 0 726634.00 A 2024-02-28 2025-03-31 Common Stock 199624 14834192.00 I By CH Capital Lending, LLC Convertible Bridge Note 12.77 2023-03-17 2025-03-31 Common Stock 940156 12005793.00 I By CH Capital Lending, LLC Convertible Promissory Note 12.77 2023-03-17 2025-03-31 Common Stock 382739 4887580.00 I By IRG LLC Series E Warrant 12.77 2023-04-18 2029-03-01 Common Stock 22709 500000 I By IRG LLC Series E Warrant 12.77 2023-04-18 2029-03-01 Common Stock 45419 1000000 I By CH Capital Lending, LLC Series D Warrant 12.77 2023-04-18 2029-03-01 Common Stock 111321 2450980 I By CH Capital Lending, LLC Series C Warrant 12.77 2023-04-18 2029-03-01 Common Stock 455867 10036925 I By CH Capital Lending, LLC Series A Warrant 253.11 2020-07-31 Common Stock 157085 2432500 I By HOF Village, LLC Series G Warrant 12.77 2023-06-08 2027-06-08 Common Stock 5677 125000 I By Midwest Lender Fund, LLC Convertible Notes due 2025 2020-07-01 2025-03-31 Common Stock 85833 13034856.00 I By CH Capital Lending, LLC Series C Preferred Stock 33.01 2022-03-28 Common Stock 454407 15000 I By CH Capital Lending, LLC Series B Warrant 30.81 2020-11-18 2025-11-18 Common Stock 4543 100000 D The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Effective November 7, 2022, as consideration for certain financial support received by the issuer, the backup convertible promissory note was issued to Midwest Lender Fund, LLC, which is convertible into shares of common stock, subject to shareholder approval, which was obtained on June 7, 2023. On January 30, 2024, the issuer exercised a right to extend the maturity of this instrument to March 31, 2025. Reflects principal balance as of April 1, 2024. Interest accrues at 12.5%, of which 8% is payable in cash each month during the term and the remainder is added to the principal amount of this instrument. The two reported transactions involved amendment of the 2020 Convertible Term Loan, resulting in the cancellation of the "old" 2020 Convertible Term Loan and the issuance of a replacement 2020 Convertible Term Loan, subject to compliance with Nasdaq 5635(d). In connection with the amendment, CH Capital Lending, LLC advanced the issuer an additional $4,600,000, increasing the principal amount of the 2020 Convertible Term Loan to $14,139,154. Under the First Amended and Restated Promissory Note (the "2022 Term Loan Note"), the 2022 Term Loan Note principal was made convertible into shares of common stock, subject to compliance with Nasdaq 5635(d). Reflects principal balance as of April 1, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal. On January 17, 2024, CH Capital Lending, LLC advanced the issuer an additional $2,200,000 under the 2020 Convertible Term Loan. Amount reflects (i) January 11, 2024 prepayment by the issuer of $3,726,634 under the 2020 Convertible Term Loan and (ii) January 17, 2024 advancement of $2,200,000 under the 2020 Convertible Term Loan. On February 1, 2024, CH Capital Lending, LLC advanced the issuer an additional $800,000 under the 2020 Convertible Term Loan. On February 28, 2024, CH Capital Lending, LLC advanced the issuer an additional $726,634 under the 2020 Convertible Term Loan. 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. Reflects the principal amount held by CH Capital Lending, LLC as of March 31, 2024. 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 conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025. 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. Tara Charnes, Attorney-in-Fact 2024-04-29