| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | HOFV | Common Stock | 751,168 | 07 Jun 2023 | By CH Capital Lending, LLC | F1 | |||||
| holding | HOFV | Common Stock | 15,949 | 07 Jun 2023 | By IRG, LLC | F1 | |||||
| holding | HOFV | Common Stock | 683,083 | 07 Jun 2023 | By HOF Village, LLC | F1 | |||||
| holding | HOFV | Common Stock | 5,681 | 07 Jun 2023 | By Midwest Lender Fund, LLC | F1 | |||||
| holding | HOFV | Common Stock | 9,090 | 07 Jun 2023 | Direct |
| 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 | $4,000,000 | $4,574,733 | 07 Jun 2023 | Common Stock | 313,234 | $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 | $9,539,154 | 0 | 30 Nov 2023 | Common Stock | 746,997 | $12.77 | By CH Capital Lending, LLC | F1, F3, F5 | |||
| transaction | HOFV | 2020 Convertible Term Loan | Purchase | $14,139,154 | $14,139,154 | 30 Nov 2023 | Common Stock | 3,884,382 | $3.64 | By CH Capital Lending, LLC | F1, F3, F5 | |||
| transaction | HOFV | 2022 Convertible Term Loan | Purchase | $10,000,000 | $10,618,585 | 08 Dec 2023 | Common Stock | 2,747,252 | $3.64 | By CH Capital Lending, LLC | F1, F6, F7 | |||
| transaction | HOFV | 2020 Convertible Term Loan | Purchase | $2,200,000 | $12,751,934 | 17 Jan 2024 | Common Stock | 604,395 | $3.64 | By CH Capital Lending, LLC | F1, F3, F8, F9 | |||
| transaction | HOFV | 2020 Convertible Term Loan | Purchase | $800,000 | $13,551,934 | 01 Feb 2024 | Common Stock | 219,780 | $3.64 | By CH Capital Lending, LLC | F1, F3, F10 | |||
| transaction | HOFV | 2020 Convertible Term Loan | Purchase | $726,634 | $14,834,192 | 28 Feb 2024 | Common Stock | 199,624 | $3.64 | By CH Capital Lending, LLC | F1, F3, F4, F11 | |||
| holding | HOFV | Convertible Bridge Note | $12,005,793 | 07 Jun 2023 | Common Stock | 940,156 | $12.77 | By CH Capital Lending, LLC | F1, F3, F4 | |||||
| holding | HOFV | Convertible Promissory Note | $4,887,580 | 07 Jun 2023 | Common Stock | 382,739 | $12.77 | By IRG LLC | F1, F3, F4 | |||||
| holding | HOFV | Series E Warrant | 500,000 | 07 Jun 2023 | Common Stock | 22,709 | $12.77 | By IRG LLC | F1 | |||||
| holding | HOFV | Series E Warrant | 1,000,000 | 07 Jun 2023 | Common Stock | 45,419 | $12.77 | By CH Capital Lending, LLC | F1 | |||||
| holding | HOFV | Series D Warrant | 2,450,980 | 07 Jun 2023 | Common Stock | 111,321 | $12.77 | By CH Capital Lending, LLC | F1 | |||||
| holding | HOFV | Series C Warrant | 10,036,925 | 07 Jun 2023 | Common Stock | 455,867 | $12.77 | By CH Capital Lending, LLC | F1 | |||||
| holding | HOFV | Series A Warrant | 2,432,500 | 07 Jun 2023 | Common Stock | 157,085 | $253.11 | By HOF Village, LLC | F1, F12 | |||||
| holding | HOFV | Series G Warrant | 125,000 | 07 Jun 2023 | Common Stock | 5,677 | $12.77 | By Midwest Lender Fund, LLC | F1 | |||||
| holding | HOFV | Convertible Notes due 2025 | $13,034,856 | 07 Jun 2023 | Common Stock | 85,833 | By CH Capital Lending, LLC | F1, F13, F14 | ||||||
| holding | HOFV | Series C Preferred Stock | 15,000 | 07 Jun 2023 | Common Stock | 454,407 | $33.01 | By CH Capital Lending, LLC | F1, F15, F16 | |||||
| holding | HOFV | Series B Warrant | 100,000 | 07 Jun 2023 | Common Stock | 4,543 | $30.81 | Direct |
| 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. |