0001209191-20-042484.txt : 20200715 0001209191-20-042484.hdr.sgml : 20200715 20200715141417 ACCESSION NUMBER: 0001209191-20-042484 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200701 FILED AS OF DATE: 20200715 DATE AS OF CHANGE: 20200715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lichter Stuart CENTRAL INDEX KEY: 0001685448 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38363 FILM NUMBER: 201029094 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] IRS NUMBER: 843235695 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/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2020-07-01 2020-07-01 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 Common Stock 2020-07-01 4 A 0 4314605 A 4314605 I By CH Capital Lending, LLC Common Stock 2020-07-01 4 A 0 15027837 A 15027837 I By HOF Village, LLC Warrants 11.50 2020-07-01 4 A 0 2432500 0.00 A 2020-07-31 Common Stock 3457393 2432500 I By HOF Village, LLC Convertible Note due 2025 11.50 2020-07-01 4 A 0 9000000.00 A 2020-07-01 Common Stock 782609 9000000.00 I By CH Capital Lending, LLC In connection with the Issuer's business combination (defined below), the Issuer made the following issuances to CH Capital Lending, LLC: (1) 2,782,186 shares of the Issuer's common stock (at a value of $10.00 per share) in satisfaction of outstanding fees and expenses and (2) 1,532,419 shares of the Issuer's common stock (at a value of $10.00 per share) in satisfaction of certain amounts owed to CH Capital Lending, LLC under outstanding notes of HOF Village, LLC. Mr. Lichter owns (indirectly) a majority interest in CH Capital Lending, LLC. Investment and voting decisions for CH Capital Lending, LLC are made by a three-person board of directors, of which Mr. Lichter is a member. Mr. Lichter disclaims beneficial ownership of securities of the Issuer owned by CH Capital Lending, LLC, except to the extent of his pecuniary interest therein. Upon the Issuer's business combination on July 1, 2020 (the "business combination"), HOF Village Newco, LLC ("Newco") was merged with a subsidiary of the Issuer and, as a result, all of the interests owned by HOF Village, LLC in HOF Village Newco, LLC were converted into shares of the Issuer. At the time of the business combination, HOF Village, LLC owned approximately 82.5% of Newco and received 15,027,837 of Issuer's shares in the merger on account of that ownership interest. The business combination was pursuant to a merger agreement by and among the Issuer, the reporting person and others dated September 18, 2019. As a result, each of IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC may be deemed to beneficially own 15,027,837 shares of Issuer common stock. IRG Canton Village Member, LLC owns approximately a 74.9% interest in HOF Village, LLC. (continued in note 3) IRG Canton Village Manager, LLC is the sole manager of HOF Village, LLC. Mr. Lichter owns (indirectly) a majority of IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC. Investment and voting decisions for IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC are made by a three-person board of directors, of which Mr. Lichter is a member. Each of Mr. Lichter, IRG Canton Village Manager, LLC, and IRG Village Canton Member, LLC disclaims beneficial ownership of securities of the Issuer owned by HOF Village, LLC except to the extent of his or its pecuniary interests therein. The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Issuer shall fix a date for the redemption of the warrants in accordance with the warrant terms. Simultaneously with the consummation of the IPO for Gordon Pointe Acquisition Corp. ("Acquisition Corp.") in 2018, Gordon Point Management, LLC purchased an aggregate of 4,900,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of Acquisition Corp.'s Class A common stock at a price of $11.50 per Class A share. Subsequently but prior to the business combination, Gordon Pointe Management, LLC transferred 35,000 Acquisition Corp. warrants to one of its employees. In connection with the consummation of the business combination on July 1, 2020, each of these Acquisition Corp. warrants was cancelled and exchanged for a warrant to purchase 1.421333 shares of the Issuer's common stock at a price of $11.50 per share of the Issuer's common stock. (continued in note 6) In addition, in connection with the business combination, Gordon Point Management, LLC transferred to HOF Village, LLC 50% of these Issuer warrants, which are exercisable to purchase 3,457,393 shares of the Issuer's common stock. As noted above, IRG Canton Village Member, LLC owns approximately 74.9% interest in HOF Village, LLC, and IRG Canton Village Manager, LLC is the sole manager of HOF Village, LLC. The convertible notes mature on March 31, 2025. On July 1, 2020, the Issuer issued to CH Capital Lending, LLC $9,000,000 face amount of 8% convertible notes due 2025 in exchange for the satisfaction of a like amount of indebtedness of HOF Village, LLC to an affiliate of CH Capital, LLC. The notes are convertible into common stock of the Issuer at a conversion price of $11.50 per share of the Issuer's Common Stock subject to certain adjustments. This amendment corrects the exercise price of the warrants and adds certain convertible notes that were issued to CH Capital Lending, LLC on July 1, 2020. Jason Krom, attorney-in-fact 2020-07-14