SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lichter Stuart

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hall of Fame Resort & Entertainment Co [ HOFV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								751,168	I	By CH Capital Lending, LLC⁽¹⁾
Common Stock								15,949	I	By IRG, LLC⁽¹⁾
Common Stock								683,083	I	By HOF Village, LLC⁽¹⁾
Common Stock								5,681	I	By Midwest Lender Fund, LLC⁽¹⁾
Common Stock								9,090	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Backup Convertible Promissory Note	$12.77	06/07/2023		P⁽²⁾		$4,000,000		06/07/2023	03/31/2025⁽³⁾	Common Stock	313,234	⁽²⁾	$4,574,733⁽⁴⁾	I	By Midwest Lender Fund, LLC⁽¹⁾
2020 Convertible Term Loan	$12.77	11/30/2023		H⁽⁵⁾			$9,539,154	03/17/2023	03/31/2025⁽³⁾	Common Stock	746,997	⁽⁵⁾	0	I	By CH Capital Lending, LLC⁽¹⁾
2020 Convertible Term Loan	$3.64	11/30/2023		P⁽⁵⁾		$14,139,154		01/10/2024	03/31/2025⁽³⁾	Common Stock	3,884,382	⁽⁵⁾	$14,139,154	I	By CH Capital Lending, LLC⁽¹⁾
2022 Convertible Term Loan	$3.64	12/08/2023		P⁽⁶⁾		$10,000,000		01/10/2024	12/04/2024	Common Stock	2,747,252	⁽⁶⁾	$10,618,585⁽⁷⁾	I	By CH Capital Lending, LLC⁽¹⁾
2020 Convertible Term Loan	$3.64	01/17/2024		P⁽⁸⁾		$2,200,000		01/17/2024	03/31/2025⁽³⁾	Common Stock	604,395	⁽⁸⁾	$12,751,934⁽⁹⁾	I	By CH Capital Lending, LLC⁽¹⁾
2020 Convertible Term Loan	$3.64	02/01/2024		P⁽¹⁰⁾		$800,000		02/01/2024	03/31/2025⁽³⁾	Common Stock	219,780	⁽¹⁰⁾	$13,551,934	I	By CH Capital Lending, LLC⁽¹⁾
2020 Convertible Term Loan	$3.64	02/28/2024		P⁽¹¹⁾		$726,634		02/28/2024	03/31/2025⁽³⁾	Common Stock	199,624	⁽¹¹⁾	$14,834,192⁽⁴⁾	I	By CH Capital Lending, LLC⁽¹⁾
Convertible Bridge Note	$12.77							03/17/2023	03/31/2025⁽³⁾	Common Stock	940,156		$12,005,793⁽⁴⁾	I	By CH Capital Lending, LLC⁽¹⁾
Convertible Promissory Note	$12.77							03/17/2023	03/31/2025⁽³⁾	Common Stock	382,739		$4,887,580⁽⁴⁾	I	By IRG LLC⁽¹⁾
Series E Warrant	$12.77							04/18/2023	03/01/2029	Common Stock	22,709		500,000	I	By IRG LLC⁽¹⁾
Series E Warrant	$12.77							04/18/2023	03/01/2029	Common Stock	45,419		1,000,000	I	By CH Capital Lending, LLC⁽¹⁾
Series D Warrant	$12.77							04/18/2023	03/01/2029	Common Stock	111,321		2,450,980	I	By CH Capital Lending, LLC⁽¹⁾
Series C Warrant	$12.77							04/18/2023	03/01/2029	Common Stock	455,867		10,036,925	I	By CH Capital Lending, LLC⁽¹⁾
Series A Warrant	$253.11							07/31/2020	⁽¹²⁾	Common Stock	157,085		2,432,500	I	By HOF Village, LLC⁽¹⁾
Series G Warrant	$12.77							06/08/2023	06/08/2027	Common Stock	5,677		125,000	I	By Midwest Lender Fund, LLC⁽¹⁾
Convertible Notes due 2025⁽¹³⁾	⁽¹⁴⁾							07/01/2020	03/31/2025	Common Stock	85,833		$13,034,856⁽¹³⁾	I	By CH Capital Lending, LLC⁽¹⁾
Series C Preferred Stock⁽¹⁵⁾	$33.01							03/28/2022	⁽¹⁶⁾	Common Stock	454,407		15,000	I	By CH Capital Lending, LLC⁽¹⁾
Series B Warrant	$30.81							11/18/2020	11/18/2025	Common Stock	4,543		100,000	D

Explanation of Responses:

1. 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.

2. 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.

3. On January 30, 2024, the issuer exercised a right to extend the maturity of this instrument to March 31, 2025.

4. 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.

5. 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.

6. 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).

7. Reflects principal balance as of April 1, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal.

8. On January 17, 2024, CH Capital Lending, LLC advanced the issuer an additional $2,200,000 under the 2020 Convertible Term Loan.

9. 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.

10. On February 1, 2024, CH Capital Lending, LLC advanced the issuer an additional $800,000 under the 2020 Convertible Term Loan.

11. On February 28, 2024, CH Capital Lending, LLC advanced the issuer an additional $726,634 under the 2020 Convertible Term Loan.

12. 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.

13. 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.

14. The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025.

15. 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.

16. The Series C Preferred Stock is perpetual and therefore has no expiration date.

Remarks:

	Tara Charnes, Attorney-in-Fact	04/29/2024
	** Signature of Reporting Person	Date
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