| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HOFV | Common Stock | Award | +48.5K | +6.9% | 751K | Dec 22, 2022 | By CH Capital Lending, LLC | F1, F2 | ||
| transaction | HOFV | Common Stock | Award | +10.3K | +180.74% | 15.9K | Dec 22, 2022 | By IRG, LLC | F2 | ||
| holding | HOFV | Common Stock | 683K | Nov 7, 2022 | By HOF Village, LLC | ||||||
| holding | HOFV | Common Stock | 5.68K | Nov 7, 2022 | By Midwest Lender Fund, LLC | ||||||
| holding | HOFV | Common Stock | 9.09K | Nov 7, 2022 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HOFV | Convertible Bridge Note | Award | $10.5M | $10.5M | Nov 7, 2022 | Common Stock | 823K | $12.77 | By CH Capital Lending, LLC | F3 | |||
| transaction | HOFV | Convertible Promissory Note | Disposed to Issuer | -$4.27M | $4.27M | Nov 7, 2022 | Common Stock | 129K | $33.01 | By IRG LLC | F4 | |||
| transaction | HOFV | Convertible Promissory Note | Award | $4.27M | $4.27M | Nov 7, 2022 | Common Stock | 335K | $12.77 | By IRG LLC | F4 | |||
| transaction | HOFV | Convertible Term Loan | Disposed to Issuer | -$8.79M | $8.79M | Nov 7, 2022 | Common Stock | 266K | $33.01 | By CH Capital Lending, LLC | F5, F6 | |||
| transaction | HOFV | Convertible Term Loan | Award | $8.79M | $8.79M | Nov 7, 2022 | Common Stock | 688K | $12.77 | By CH Capital Lending, LLC | F5, F6 | |||
| transaction | HOFV | Series E Warrant | Disposed to Issuer | -500K | -50% | 500K | Nov 7, 2022 | Common Stock | 22.7K | $33.01 | By IRG LLC | F7 | ||
| transaction | HOFV | Series E Warrant | Award | +500K | 500K | Nov 7, 2022 | Common Stock | 22.7K | $12.77 | By IRG LLC | F7 | |||
| transaction | HOFV | Series E Warrant | Disposed to Issuer | -1M | -50% | 1M | Nov 7, 2022 | Common Stock | 45.4K | $33.01 | By CH Capital Lending, LLC | F8 | ||
| transaction | HOFV | Series E Warrant | Award | +1M | 1M | Nov 7, 2022 | Common Stock | 45.4K | $12.77 | By CH Capital Lending, LLC | F8 | |||
| transaction | HOFV | Series D Warrant | Disposed to Issuer | -2.45M | -50% | 2.45M | Nov 7, 2022 | Common Stock | 111K | $151.86 | By CH Capital Lending, LLC | F9 | ||
| transaction | HOFV | Series D Warrant | Award | +2.45M | 2.45M | Nov 7, 2022 | Common Stock | 111K | $12.77 | By CH Capital Lending, LLC | F9 | |||
| transaction | HOFV | Series C Warrant | Disposed to Issuer | -10M | -50% | 10M | Nov 7, 2022 | Common Stock | 456K | $30.81 | By CH Capital Lending, LLC | F10 | ||
| transaction | HOFV | Series C Warrant | Award | +10M | 10M | Nov 7, 2022 | Common Stock | 456K | $12.77 | By CH Capital Lending, LLC | F10 | |||
| holding | HOFV | Series A Warrant | 2.43M | Nov 7, 2022 | Common Stock | 157K | $253.11 | By HOF Village, LLC | F11 | |||||
| holding | HOFV | Series G Warrant | 125K | Nov 7, 2022 | Common Stock | 5.68K | $33.01 | By Midwest Lender Fund, LLC | ||||||
| holding | HOFV | Convertible Notes due 2025 | $10.7M | Nov 7, 2022 | Common Stock | 70.5K | By CH Capital Lending, LLC | F12, F13 | ||||||
| holding | HOFV | Series C Preferred Stock | 15K | Nov 7, 2022 | Common Stock | 454K | $33.01 | By CH Capital Lending, LLC | F14, F15 | |||||
| holding | HOFV | Series B Warrant | 100K | Nov 7, 2022 | Common Stock | 4.54K | $30.81 | Direct |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | The principal amount of the Convertible Term Loan increased to $8,786,700.61, effective November 7, 2022. |
| F6 | 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. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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. |
| F13 | The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025. |
| F14 | 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. |
| F15 | The Series C Preferred Stock is perpetual and therefore has no expiration date. |