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4//SEC Filing

Lichter Stuart 4

Accession 0001708176-25-000004

CIK 0001708176other
View on SEC.govCompany Profile

Filed

Mar 13, 8:00 PM ET

Accepted

Mar 14, 3:16 PM ET

Size

38.1 KB

Accession

0001708176-25-000004

Insider Transaction Report

Form 4
Period: 2024-12-12
Hall of Fame Resort & Entertainment CoHOFV
Lichter Stuart
Director10% Owner
Transactions
  • Purchase

    Backup Convertible Promissory Note II

    2025-01-15(indirect: By LLC)
    Exercise: $12.77From: 2025-01-15Exp: 2025-03-31→ Common Stock (900,283 underlying)
  • Purchase

    Convertible Promissory Note

    2025-01-15(indirect: By LLC)
    Exercise: $12.77From: 2025-01-15Exp: 2025-03-31→ Common Stock (422,921 underlying)
  • Other

    2022 Convertible Term Loan

    2024-12-12(indirect: By LLC)
    Exercise: $3.64From: 2024-12-12Exp: 2025-12-04→ Common Stock (3,140,983 underlying)
Holdings

  • Common Stock

    (indirect: By LLC)
    15,949

  • Series C Preferred Stock

    (indirect: By LLC)
    Exercise: $33.01From: 2022-03-28→ Common Stock (454,407 underlying)
    15,000

  • Common Stock

    (indirect: By LLC)
    751,168

  • Common Stock

    (indirect: By LLC)
    683,083

  • Common Stock

    (indirect: By LLC)
    5,681

  • Common Stock

    9,090

  • Backup Convertible Promissory Note

    (indirect: By LLC)
    Exercise: $12.77From: 2023-06-07Exp: 2025-03-31→ Common Stock (393,935 underlying)

  • 2020 Convertible Term Loan

    (indirect: By LLC)
    Exercise: $3.64From: 2024-01-10Exp: 2025-03-31→ Common Stock (4,448,127 underlying)

  • Convertible Bridge Note

    (indirect: By LLC)
    Exercise: $12.77From: 2023-03-17Exp: 2025-03-31→ Common Stock (1,033,900 underlying)

  • Convertible Promissory Note

    (indirect: By LLC)
    Exercise: $12.77From: 2023-03-17Exp: 2025-03-31→ Common Stock (420,875 underlying)

  • Series E Warrant

    (indirect: By LLC)
    Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (22,709 underlying)
    500,000

  • Series E Warrant

    (indirect: By LLC)
    Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (45,419 underlying)
    1,000,000

  • Convertible Notes Due 2025

    (indirect: By LLC)
    From: 2020-07-01Exp: 2025-03-31→ Common Stock (92,432 underlying)

  • Series B Warrant

    Exercise: $30.81From: 2020-11-18Exp: 2025-11-18→ Common Stock (4,543 underlying)
    100,000

  • Series D Warrant

    (indirect: By LLC)
    Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (111,321 underlying)
    2,450,980

  • Series C Warrant

    (indirect: By LLC)
    Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (455,867 underlying)
    10,036,925

  • Series A Warrant

    (indirect: By LLC)
    Exercise: $253.11From: 2020-07-31→ Common Stock (157,085 underlying)
    2,432,500

  • Series G Warrant

    (indirect: By LLC)
    Exercise: $12.77From: 2023-06-08Exp: 2027-06-08→ Common Stock (5,677 underlying)
    125,000
Footnotes (11)
  • [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 to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  • [F10]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.
  • [F11]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).
  • [F2]Reflects the principal balance as of December 12, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal.
  • [F3]Reflects the principal balance as of January 15, 2025. Interest accrues at 12.5% compounded monthly, which is added to the principal.
  • [F4]Reflects the principal balance as of December 31, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal.
  • [F5]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.
  • [F6]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.
  • [F7]The conversion rate is 6.54849 shares of Common Stock per 1.000 principal amount of Convertible Notes due 2025.
  • [F8]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.
  • [F9]The Series C Preferred Stock is perpetual and therefore has no expiration date.

Documents

2 files

Issuer

Hall of Fame Resort & Entertainment Co

CIK 0001708176

→
Entity typeother

Related Parties

1
  • filerCIK 0001685448

Filing Metadata

Form type
4
Filed
Mar 13, 8:00 PM ET
Accepted
Mar 14, 3:16 PM ET
Size
38.1 KB
View on SEC.gov