0001209191-23-025550.txt : 20230425
0001209191-23-025550.hdr.sgml : 20230425
20230425164157
ACCESSION NUMBER: 0001209191-23-025550
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221107
FILED AS OF DATE: 20230425
DATE AS OF CHANGE: 20230425
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lichter Stuart
CENTRAL INDEX KEY: 0001685448
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38363
FILM NUMBER: 23845466
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
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
X0407
4
2022-11-07
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
2022-12-22
4
A
0
48514
A
751168
I
By CH Capital Lending, LLC
Common Stock
2022-12-22
4
A
0
10268
A
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
Convertible Bridge Note
12.77
2022-11-07
4
A
0
10504940.89
A
2023-03-17
2024-03-31
Common Stock
822626
10504940.89
I
By CH Capital Lending, LLC
Convertible Promissory Note
33.01
2022-11-07
4
D
0
4273543.46
D
2022-03-01
2024-03-31
Common Stock
129462
4273543.46
I
By IRG LLC
Convertible Promissory Note
12.77
2022-11-07
4
A
0
4273543.46
A
2023-03-17
2024-03-31
Common Stock
334654
4273543.46
I
By IRG LLC
Convertible Term Loan
33.01
2022-11-07
4
D
0
8786700.61
D
2022-03-01
2024-03-31
Common Stock
266182
8786700.61
I
By CH Capital Lending, LLC
Convertible Term Loan
12.77
2022-11-07
4
A
0
8786700.61
A
2023-03-17
2024-03-31
Common Stock
688073
8786700.61
I
By CH Capital Lending, LLC
Series E Warrant
33.01
2022-11-07
4
D
0
500000
D
2023-03-01
2027-03-01
Common Stock
22709
500000
I
By IRG LLC
Series E Warrant
12.77
2022-11-07
4
A
0
500000
A
2023-04-18
2029-03-01
Common Stock
22709
500000
I
By IRG LLC
Series E Warrant
33.01
2022-11-07
4
D
0
1000000
D
2023-03-01
2027-03-01
Common Stock
45419
1000000
I
By CH Capital Lending, LLC
Series E Warrant
12.77
2022-11-07
4
A
0
1000000
A
2023-04-18
2029-03-01
Common Stock
45419
1000000
I
By CH Capital Lending, LLC
Series D Warrant
151.86
2022-11-07
4
D
0
2450980
D
2021-12-04
2027-03-01
Common Stock
111321
2450980
I
By CH Capital Lending, LLC
Series D Warrant
12.77
2022-11-07
4
A
0
2450980
A
2023-04-18
2029-03-01
Common Stock
111321
2450980
I
By CH Capital Lending, LLC
Series C Warrant
30.81
2022-11-07
4
D
0
10036925
D
2021-06-29
2027-03-01
Common Stock
455867
10036925
I
By CH Capital Lending, LLC
Series C Warrant
12.77
2022-11-07
4
A
0
10036925
A
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
33.01
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
70546
10713444.00
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
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.
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.
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.
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.
The principal amount of the Convertible Term Loan increased to $8,786,700.61, effective November 7, 2022.
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.
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.
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.
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.
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.
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 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.
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
2023-04-25