SEC Form 4 filed by Director Lichter Stuart
$HOFV
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 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 | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2022 Convertible Term Loan | $3.64 | 12/12/2024 | J(11) | $11,433,179(2) | 12/12/2024 | 12/04/2025 | Common Stock | 3,140,983 | (11) | $11,433,179(2) | I | By CH Capital Lending, LLC(1) | |||
| Backup Convertible Promissory Note II | $12.77 | 01/15/2025 | P(10) | $11,496,624(3) | 01/15/2025 | 03/31/2025 | Common Stock | 900,283 | (10) | $11,496,624(3) | I | By CH Capital Lending, LLC(1) | |||
| Convertible Promissory Note | $12.77 | 01/15/2025 | P(10) | $5,400,706(3) | 01/15/2025 | 03/31/2025 | Common Stock | 422,921 | (10) | $5,400,706(3) | I | By CH Capital Lending, LLC(1) | |||
| Backup Convertible Promissory Note | $12.77 | 06/07/2023 | 03/31/2025 | Common Stock | 393,935 | $5,030,559(4) | I | By Midwest Lender Fund, LLC(1) | |||||||
| 2020 Convertible Term Loan | $3.64 | 01/10/2024 | 03/31/2025 | Common Stock | 4,448,127 | $16,191,184(4) | I | By CH Capital Lending, LLC(1) | |||||||
| Convertible Bridge Note | $12.77 | 03/17/2023 | 03/31/2025 | Common Stock | 1,033,900 | $13,202,903(4) | I | By CH Capital Lending, LLC(1) | |||||||
| Convertible Promissory Note | $12.77 | 03/17/2023 | 03/31/2025 | Common Stock | 420,875 | $5,374,579(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 | (5) | 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 | (7) | 07/01/2020 | 03/31/2025 | Common Stock | 92,432 | $14,037,115(6) | I | By CH Capital Lending, LLC(1) | |||||||
| Series C Preferred Stock(8) | $33.01 | 03/28/2022 | (9) | 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 to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2. Reflects the principal balance as of December 12, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal. |
| 3. Reflects the principal balance as of January 15, 2025. Interest accrues at 12.5% compounded monthly, which is added to the principal. |
| 4. Reflects the principal balance as of December 31, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal. |
| 5. The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event the Company shall fix a date for the redemption of the warrants in accordance with the warrant terms. |
| 6. Reflects the principal amount held by CH Capital Lending, LLC as of December 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. |
| 7. The conversion rate is 6.54849 shares of Common Stock per 1.000 principal amount of Convertible Notes due 2025. |
| 8. 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. |
| 9. The Series C Preferred Stock is perpetual and therefore has no expiration date. |
| 10. On January 15, 2025, CH Capital Lending, LLC became the beneficial owner of these two convertible promissory notes after its affiliate, which served as guarantor, purchased these notes from JKP Financial, LLC for a purchase price equal to the outstanding principal plus accumulated and unpaid interest reduced by certain prior payments to JKP Financial, LLC by such affiliate. |
| 11. On December 12, 2024, effective December 3, 2024, the maturity date of the 2022 convertible term loan was extended from December 4, 2024 to December 4, 2025. Conversion remains subject to compliance with Nasdaq 5635(d). |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| Lisa Gould, Attorney-in-Fact | 03/14/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||