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