Notes Payable, net (Tables)

9 Months Ended

Sep. 30, 2023

Notes Payable, Net [Abstract]

Schedule of Notes Payable, Net

Notes payable, net consisted of the following at September 30, 2023⁽¹⁾:

			Debt discount and deferred financing					Interest Rate						Maturity
	Gross		costs			Net		Stated			Effective			Date
Preferred equity loan(2)	$	6,800,000	$	-		$	6,800,000		7.00	%		7.00	%	Various
City of Canton Loan(3)		3,387,500		(4,452	)		3,383,048		0.50	%		0.53	%	7/1/2027
New Market/SCF		2,999,989		-			2,999,989		4.00	%		4.00	%	12/30/2024
JKP Capital Loan(5)(6)		9,670,339		-			9,670,339		12.50	%		12.50	%	3/31/2024
MKG DoubleTree Loan(7)		15,300,000		-			15,300,000		10.25	%		10.25	%	10/13/2023
Convertible PIPE Notes		28,564,911		(5,597,283	)		22,967,628		10.00	%		24.40	%	3/31/2025
Canton Cooperative Agreement		2,570,000		(163,139	)		2,406,861		3.85	%		5.35	%	5/15/2040
CH Capital Loan(5)(6)(8)		9,340,269		-			9,340,269		12.50	%		12.50	%	3/31/2024
Constellation EME #2(4)		2,800,533		-			2,800,533		5.93	%		5.93	%	4/30/2026
IRG Split Note(5)(6)(9)		4,542,782		-			4,542,782		12.50	%		12.50	%	3/31/2024
JKP Split Note(5)(6)(9)		4,542,782		-			4,542,782		12.50	%		12.50	%	3/31/2024
ErieBank Loan		19,888,626		(487,073	)		19,401,553		9.50	%		9.74	%	12/15/2034
PACE Equity Loan		8,104,871		(269,319	)		7,835,552		6.05	%		6.18	%	7/31/2047
PACE Equity CFP		2,984,572		(25,570	)		2,959,002		6.05	%		6.10	%	7/31/2046
CFP Loan(6)(10)		4,252,006		-			4,252,006		12.50	%		12.50	%	3/31/2024
Stark County Community Foundation		5,000,000		-			5,000,000		6.00	%		6.00	%	5/31/2029
CH Capital Bridge Loan(6)		11,068,877		-			11,068,877		12.50	%		12.50	%	3/31/2024
Stadium PACE Loan		33,387,844		(1,656,470	)		31,731,374		6.00	%		6.51	%	1/1/2049
Stark County Infrastructure Loan		5,000,000		-			5,000,000		6.00	%		6.00	%	8/31/2029
City of Canton Infrastructure Loan		5,000,000		(10,437	)		4,989,563		6.00	%		6.04	%	6/30/2029
TDD Bonds		7,425,000		(658,471	)		6,766,529		5.41	%		5.78	%	12/1/2046
TIF		18,100,000		(1,550,706	)		16,549,294		6.375	%		6.71	%	12/30/2048
CH Capital Retail		2,000,000		-			2,000,000		8.8	%		8.8	%	9/27/2027
Total	$	212,730,901	$	(10,422,920	)	$	202,307,981

Notes payable, net consisted of the following at December 31, 2022:

	Gross		Debt discount and deferred financing costs			Net
Preferred Equity Loan(2)	$	3,600,000	$	-		$	3,600,000
City of Canton Loan(3)		3,450,000		(5,333	)		3,444,667
New Market/SCF		2,999,989		-			2,999,989
JKP Capital loan(5)(6)		9,158,711		-			9,158,711
MKG DoubleTree Loan(7)		15,300,000		-			15,300,000
Convertible PIPE Notes		26,525,360		(8,097,564	)		18,427,796
Canton Cooperative Agreement		2,620,000		(168,254	)		2,451,746
CH Capital Loan(5)(6)(8)		8,846,106		-			8,846,106
Constellation EME #2(4)		3,536,738		-			3,536,738
IRG Split Note(5)(6)(9)		4,302,437		-			4,302,437
JKP Split Note (5)(6)(9)		4,302,437		-			4,302,437
ErieBank Loan		19,465,282		(536,106	)		18,929,176
PACE Equity Loan		8,250,966		(273,031	)		7,977,935
PACE Equity CFP		2,437,578		(27,586	)		2,409,992
CFP Loan(6)(10)		4,027,045		-			4,027,045
Stark County Community Foundation		5,000,000		-			5,000,000
CH Capital Bridge Loan(6)		10,485,079		-			10,485,079
Stadium PACE Loan		33,387,844		(4,091,382	)		29,296,462
Stark County Infrastructure Loan		5,000,000		-			5,000,000
City of Canton Infrastructure Loan		5,000,000		(11,572	)		4,988,428
TDD Bonds		7,500,000		(668,884	)		6,831,116
Total	$	185,195,572	$	(13,879,712	)	$	171,315,860

(1) The Company’s notes payable are subject to certain customary financial and non-financial covenants. As of September 30, 2023 and 2022 the Company was in compliance with or has obtained waivers for all of its notes payable covenants. Many of the Company’s notes payable are secured by the Company’s developed and undeveloped land and other assets.

(2) The Company had 3,600 and 1,800 shares of Series A Preferred Stock outstanding and 52,800 and 52,800 shares of Series A Preferred Stock authorized as of September 30, 2023 and December 31, 2022, respectively. The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance.

(3) The Company has the option to extend the loan’s maturity date for three years, to July 1, 2030, if the Company meets certain criteria in terms of the hotel occupancy level and maintaining certain financial ratios.

(4) The Company also has a sponsorship agreement with Constellation New Energy, Inc., the lender of the Constellation EME #2 note.

(5) On March 1, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions.

(6) On November 7, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions.

(7) On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an amendment to the MKG DoubleTree Loan with the Company’s director, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender, which extended the maturity to September 13, 2023. The Company accounted for this amendment as a modification, and expensed approximately $38,000 in loan modification costs. In August 2023, the Company and CNB Bank further amended the loan to extend the maturity date to October 13, 2023 in order to facilitate a successful refinancing.  On October 12, 2023, the Company further amended this loan and extended its maturity date. See Note 13, Subsequent Events, for more information.

(8) On March 1, 2022, CH Capital Lending purchased and acquired, the Company’s $7.4 million Aquarian Mortgage Loan (as thereafter amended and acquired by CH Capital Lending, the “CH Capital Loan”).

(9) On March 1, 2022, pursuant to an Assignment of Promissory Note, dated March 1, 2022, IRG assigned (a) a one-half (½) interest in the IRG Note to IRG (the “IRG Split Note”) and (b) a one-half (½) interest in the IRG Note to JKP (the “JKP Split Note”). See “IRG Split Note” and “JKP Split Note”, below.

(10) See “CFP Loan”, below, for a description of the loan along with the valuation assumptions used to value the warrants issued in connection with the loan.

(11) See “TIF Loan”, below, for a description of the loan.

Schedule of Accrued Interest on Notes Payable

As of September 30, 2023 and December 31, 2022, accrued interest on notes payable, were as follows:

	September 30, 2023		December 31, 2022
Preferred Equity Loan	$	68,930	$	64,575
City of Canton Loan		1,596		1,555
New Market/SCF		91,000		-
MKG DoubleTree Loan		127,499		121,656
Canton Cooperative Agreement		113,324		48,708
CH Capital Loan		60,352		55,328
IRG Split Note		28,490		28,490
JKP Split Note		35,138		35,138
ErieBank Loan		173,644		140,394
PACE Equity CFE Loan		81,983		213,842
CFP Loan		6,194		5,245
Stark County Community Foundation		227,500		-
CH Capital Bridge Loan		-		70,659
Stadium PACE Loan		166,939		166,939
TDD Bonds		114,012		13,533
TIF		288,469		-
CH Capital Retail		3,911		-
Total	$	1,588,981	$	966,062

Schedule of Principal Payments on Notes Payable Outstanding

The minimum required principal payments on notes payable outstanding as of September 30, 2023 are as follows:

For the years ending December 31,	Amount
2023 (three months)(a)	$	4,710,794
2024		50,841,971
2025		32,916,923
2026		3,628,669
2027		7,465,957
Thereafter(a)		113,166,587
Total Gross Principal Payments	$	212,730,901
Less: Debt discount and deferred financing costs		(10,422,920	)
Total Net Principal Payments	$	202,307,981

(a) This table reflects the October 2023 amendment of the MKG DoubleTree Loan, where the Company repaid $4,000,000 of the loan and extended the remaining portion of the loan into 2028. See Note 13 – Subsequent Events for more information.