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).

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)
11/07/2022

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	12/22/2022		A		48,514⁽¹⁾	A	⁽²⁾	751,168	I	By CH Capital Lending, LLC
Common Stock	12/22/2022		A		10,268	A	⁽²⁾	15,949	I	By IRG, LLC
Common Stock								683,083	I	By HOF Village, LLC
Common Stock								5,681	I	By Midwest Lender Fund, LLC
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)
Convertible Bridge Note	$12.77	11/07/2022		A		$10,504,940.89		03/17/2023	03/31/2024	Common Stock	822,626	⁽³⁾	$10,504,940.89	I	By CH Capital Lending, LLC
Convertible Promissory Note	$33.01	11/07/2022		D⁽⁴⁾			$4,273,543.46	03/01/2022	03/31/2024	Common Stock	129,462	⁽⁴⁾	$4,273,543.46	I	By IRG LLC
Convertible Promissory Note	$12.77	11/07/2022		A⁽⁴⁾		$4,273,543.46		03/17/2023	03/31/2024	Common Stock	334,654	⁽⁴⁾	$4,273,543.46	I	By IRG LLC
Convertible Term Loan⁽⁵⁾	$33.01	11/07/2022		D⁽⁶⁾			$8,786,700.61	03/01/2022	03/31/2024	Common Stock	266,182	⁽⁶⁾	$8,786,700.61	I	By CH Capital Lending, LLC
Convertible Term Loan⁽⁵⁾	$12.77	11/07/2022		A⁽⁶⁾		$8,786,700.61		03/17/2023	03/31/2024	Common Stock	688,073	⁽⁶⁾	$8,786,700.61	I	By CH Capital Lending, LLC
Series E Warrant	$33.01	11/07/2022		D⁽⁷⁾			500,000	03/01/2023	03/01/2027	Common Stock	22,709	⁽⁷⁾	500,000	I	By IRG LLC
Series E Warrant	$12.77	11/07/2022		A⁽⁷⁾		500,000		04/18/2023	03/01/2029	Common Stock	22,709	⁽⁷⁾	500,000	I	By IRG LLC
Series E Warrant	$33.01	11/07/2022		D⁽⁸⁾			1,000,000	03/01/2023	03/01/2027	Common Stock	45,419	⁽⁸⁾	1,000,000	I	By CH Capital Lending, LLC
Series E Warrant	$12.77	11/07/2022		A⁽⁸⁾		1,000,000		04/18/2023	03/01/2029	Common Stock	45,419	⁽⁸⁾	1,000,000	I	By CH Capital Lending, LLC
Series D Warrant	$151.86	11/07/2022		D⁽⁹⁾			2,450,980	12/04/2021	03/01/2027	Common Stock	111,321	⁽⁹⁾	2,450,980	I	By CH Capital Lending, LLC
Series D Warrant	$12.77	11/07/2022		A⁽⁹⁾		2,450,980		04/18/2023	03/01/2029	Common Stock	111,321	⁽⁹⁾	2,450,980	I	By CH Capital Lending, LLC
Series C Warrant	$30.81	11/07/2022		D⁽¹⁰⁾			10,036,925	06/29/2021	03/01/2027	Common Stock	455,867	⁽¹⁰⁾	10,036,925	I	By CH Capital Lending, LLC
Series C Warrant	$12.77	11/07/2022		A⁽¹⁰⁾		10,036,925		04/18/2023	03/01/2029	Common Stock	455,867	⁽¹⁰⁾	10,036,925	I	By CH Capital Lending, LLC
Series A Warrant	$253.11							07/31/2020	⁽¹¹⁾	Common Stock	157,085		2,432,500	I	By HOF Village, LLC
Series G Warrant	$33.01							06/08/2023	06/08/2027	Common Stock	5,677		125,000	I	By Midwest Lender Fund, LLC
Convertible Notes due 2025⁽¹²⁾	⁽¹³⁾							07/01/2020	03/31/2025	Common Stock	70,546		$10,713,444	I	By CH Capital Lending, LLC
Series C Preferred Stock⁽¹⁴⁾	$33.01							03/28/2022	⁽¹⁵⁾	Common Stock	454,407		15,000	I	By CH Capital Lending, LLC
Series B Warrant	$30.81							11/18/2020	11/18/2025	Common Stock	4,543		100,000	D

Explanation of Responses:

1. Effective December 27, 2022, Hall of Fame Resort & Entertainment Company completed a 1-for-22 reverse stock split (the "Reverse Stock Split") of its outstanding common stock, par value $0.0001 per share ("Common Stock"). The number of securities reported on this Form 4 and exercise prices and conversion prices have been adjusted to reflect the Reverse Stock Split, including for the transactions that occurred prior to the Reverse Stock Split on November 7, 2022 and December 22, 2022.

2. Represents the issuance by the Company of Common Stock, as partial consideration under a letter agreement, dated November 7, 2022, between the Company and Industrial Realty Group, LLC ("IRG LLC") and agreements thereunder.

3. Under Joinder and First Amended and Restated Secured Cognovit Promissory Note (the "Bridge Note"), the Bridge Note was made convertible into shares of Common Stock.

4. The two reported transactions involved amendment of the convertible promissory note, resulting in the cancellation of the "old" convertible promissory note and the issuance of a replacement convertible promissory note.

5. The principal amount of the Convertible Term Loan increased to $8,786,700.61, effective November 7, 2022.

6. The two reported transactions involved amendment of the convertible term loan, resulting in the cancellation of the "old" convertible term loan and the issuance of a replacement convertible term loan.

7. The two reported transactions involved amendment of an outstanding Series E warrant, resulting in the cancellation of the "old" Series E warrant and the issuance of a replacement Series E warrant.

8. The two reported transactions involved amendment of an outstanding Series E warrant, resulting in the cancellation of the "old" Series E warrant and the issuance of a replacement Series E warrant.

9. The two reported transactions involved amendment of an outstanding Series D warrant, resulting in the cancellation of the "old" Series D warrant and the issuance of a replacement Series D warrant.

10. The two reported transactions involved amendment of an outstanding Series C warrant, resulting in the cancellation of the "old" Series C warrant and the issuance of a replacement Series C warrant.

11. 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.

12. Reflects the principal amount held by the reporting person as of April 13, 2023. 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.

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

14. 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.

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

Remarks:

	Tara Charnes, Attorney-in-Fact	04/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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