Stuart Lichter - Jun 7, 2023 Form 4 Insider Report for Hall of Fame Resort & Entertainment Co (HOFV)

Signature
Tara Charnes, Attorney-in-Fact
Stock symbol
HOFV
Transactions as of
Jun 7, 2023
Transactions value $
$22,326,634
Form type
4
Date filed
4/29/2024, 04:57 PM
Previous filing
Apr 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HOFV Common Stock 751K Jun 7, 2023 By CH Capital Lending, LLC F1
holding HOFV Common Stock 15.9K Jun 7, 2023 By IRG, LLC F1
holding HOFV Common Stock 683K Jun 7, 2023 By HOF Village, LLC F1
holding HOFV Common Stock 5.68K Jun 7, 2023 By Midwest Lender Fund, LLC F1
holding HOFV Common Stock 9.09K Jun 7, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HOFV Backup Convertible Promissory Note Purchase $4M $4.57M Jun 7, 2023 Common Stock 313K $12.77 By Midwest Lender Fund, LLC F1, F2, F3, F4
transaction HOFV 2020 Convertible Term Loan Expiration (or cancellation) of long derivative position with value received -$9.54M 0 Nov 30, 2023 Common Stock 747K $12.77 By CH Capital Lending, LLC F1, F3, F5
transaction HOFV 2020 Convertible Term Loan Purchase $14.1M $14.1M Nov 30, 2023 Common Stock 3.88M $3.64 By CH Capital Lending, LLC F1, F3, F5
transaction HOFV 2022 Convertible Term Loan Purchase $10M $10.6M Dec 8, 2023 Common Stock 2.75M $3.64 By CH Capital Lending, LLC F1, F6, F7
transaction HOFV 2020 Convertible Term Loan Purchase $2.2M $12.8M Jan 17, 2024 Common Stock 604K $3.64 By CH Capital Lending, LLC F1, F3, F8, F9
transaction HOFV 2020 Convertible Term Loan Purchase $800K $13.6M Feb 1, 2024 Common Stock 220K $3.64 By CH Capital Lending, LLC F1, F3, F10
transaction HOFV 2020 Convertible Term Loan Purchase $727K $14.8M Feb 28, 2024 Common Stock 200K $3.64 By CH Capital Lending, LLC F1, F3, F4, F11
holding HOFV Convertible Bridge Note $12M Jun 7, 2023 Common Stock 940K $12.77 By CH Capital Lending, LLC F1, F3, F4
holding HOFV Convertible Promissory Note $4.89M Jun 7, 2023 Common Stock 383K $12.77 By IRG LLC F1, F3, F4
holding HOFV Series E Warrant 500K Jun 7, 2023 Common Stock 22.7K $12.77 By IRG LLC F1
holding HOFV Series E Warrant 1M Jun 7, 2023 Common Stock 45.4K $12.77 By CH Capital Lending, LLC F1
holding HOFV Series D Warrant 2.45M Jun 7, 2023 Common Stock 111K $12.77 By CH Capital Lending, LLC F1
holding HOFV Series C Warrant 10M Jun 7, 2023 Common Stock 456K $12.77 By CH Capital Lending, LLC F1
holding HOFV Series A Warrant 2.43M Jun 7, 2023 Common Stock 157K $253.11 By HOF Village, LLC F1, F12
holding HOFV Series G Warrant 125K Jun 7, 2023 Common Stock 5.68K $12.77 By Midwest Lender Fund, LLC F1
holding HOFV Convertible Notes due 2025 $13M Jun 7, 2023 Common Stock 85.8K By CH Capital Lending, LLC F1, F13, F14
holding HOFV Series C Preferred Stock 15K Jun 7, 2023 Common Stock 454K $33.01 By CH Capital Lending, LLC F1, F15, F16
holding HOFV Series B Warrant 100K Jun 7, 2023 Common Stock 4.54K $30.81 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F2 Effective November 7, 2022, as consideration for certain financial support received by the issuer, the backup convertible promissory note was issued to Midwest Lender Fund, LLC, which is convertible into shares of common stock, subject to shareholder approval, which was obtained on June 7, 2023.
F3 On January 30, 2024, the issuer exercised a right to extend the maturity of this instrument to March 31, 2025.
F4 Reflects principal balance as of April 1, 2024. Interest accrues at 12.5%, of which 8% is payable in cash each month during the term and the remainder is added to the principal amount of this instrument.
F5 The two reported transactions involved amendment of the 2020 Convertible Term Loan, resulting in the cancellation of the "old" 2020 Convertible Term Loan and the issuance of a replacement 2020 Convertible Term Loan, subject to compliance with Nasdaq 5635(d). In connection with the amendment, CH Capital Lending, LLC advanced the issuer an additional $4,600,000, increasing the principal amount of the 2020 Convertible Term Loan to $14,139,154.
F6 Under the First Amended and Restated Promissory Note (the "2022 Term Loan Note"), the 2022 Term Loan Note principal was made convertible into shares of common stock, subject to compliance with Nasdaq 5635(d).
F7 Reflects principal balance as of April 1, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal.
F8 On January 17, 2024, CH Capital Lending, LLC advanced the issuer an additional $2,200,000 under the 2020 Convertible Term Loan.
F9 Amount reflects (i) January 11, 2024 prepayment by the issuer of $3,726,634 under the 2020 Convertible Term Loan and (ii) January 17, 2024 advancement of $2,200,000 under the 2020 Convertible Term Loan.
F10 On February 1, 2024, CH Capital Lending, LLC advanced the issuer an additional $800,000 under the 2020 Convertible Term Loan.
F11 On February 28, 2024, CH Capital Lending, LLC advanced the issuer an additional $726,634 under the 2020 Convertible Term Loan.
F12 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.
F13 Reflects the principal amount held by CH Capital Lending, LLC as of March 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.
F14 The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025.
F15 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.
F16 The Series C Preferred Stock is perpetual and therefore has no expiration date.