Lichter Stuart 4

Accession 0001708176-25-000005

CIK 0001708176other

View on SEC.gov Company Profile

Filed

Apr 2, 8:00 PM ET

Accepted

Apr 3, 11:43 AM ET

Size

38.5 KB

Accession

0001708176-25-000005

Insider Transaction Report

Form 4

Period: 2025-03-31

Hall of Fame Resort & Entertainment CoHOFV

Lichter Stuart

Director10% Owner

Transactions

Other
Backup Convertible Promissory Note II
2025-03-31(indirect: By LLC)
Exercise: $12.77From: 2025-03-31Exp: 2025-09-30→ Common Stock (933,434 underlying)
Other
2020 Convertible Term Loan
2025-03-31(indirect: By LLC)
Exercise: $3.64From: 2025-03-31Exp: 2025-09-30→ Common Stock (4,676,757 underlying)
Other
Convertible Notes Due 2025
2025-03-31→ 14,388,042 total(indirect: By LLC)
From: 2025-03-31Exp: 2025-12-31→ Common Stock (94,782 underlying)
Other
Convertible Promissory Note
2025-03-31(indirect: By LLC)
Exercise: $12.77From: 2025-03-31Exp: 2025-09-30→ Common Stock (438,506 underlying)
Other
Backup Convertible Promissory Note
2025-03-31(indirect: By LLC)
Exercise: $12.77From: 2025-03-31Exp: 2025-09-30→ Common Stock (410,438 underlying)
Other
Convertible Bridge Note
2025-03-31(indirect: By LLC)
Exercise: $12.77From: 2025-03-31Exp: 2025-09-30→ Common Stock (1,077,233 underlying)
Other
Convertible Promissory Note
2025-03-31(indirect: By LLC)
Exercise: $12.77From: 2025-03-31Exp: 2025-09-30→ Common Stock (438,506 underlying)

Holdings

Common Stock
9,090
2022 Convertible Term Loan
(indirect: By LLC)
Exercise: $3.64From: 2024-12-12Exp: 2025-12-04→ Common Stock (3,275,040 underlying)
Series E Warrant
(indirect: By LLC)
Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (45,419 underlying)
1,000,000
Series D Warrant
(indirect: By LLC)
Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (111,321 underlying)
2,450,980
Series A Warrant
(indirect: By LLC)
Exercise: $253.11From: 2020-07-31→ Common Stock (157,085 underlying)
2,432,500
Common Stock
(indirect: By LLC)
15,949
Common Stock
(indirect: By LLC)
5,681
Series E Warrant
(indirect: By LLC)
Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (22,709 underlying)
500,000
Series C Warrant
(indirect: By LLC)
Exercise: $12.77From: 2023-04-18Exp: 2029-03-01→ Common Stock (455,867 underlying)
10,036,925
Series G Warrant
(indirect: By LLC)
Exercise: $12.77From: 2023-06-08Exp: 2027-06-08→ Common Stock (5,677 underlying)
125,000
Series C Preferred
(indirect: By LLC)
Exercise: $33.01From: 2022-03-28→ Common Stock (454,407 underlying)
15,000
Series B Warrant
Exercise: $30.81From: 2020-11-18Exp: 2025-11-18→ Common Stock (4,543 underlying)
100,000
Common Stock
(indirect: By LLC)
751,168
Common Stock
(indirect: By LLC)
683,083

Footnotes (9)

[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]Reflects the principal balance as of March 31, 2025. Interest accrues at 12.5% compounded monthly, which is added to the principal.
[F3]On March 31, 2025, the maturity date of this convertible debt was extended from March 31, 2025 to September 30, 2025. Conversion remains subject to compliance with Nasdaq 5635(d).
[F4]On March 31, 2025, the maturity date of the Convertible Notes due 2025 was extended from March 31, 2025 to December 31, 2025.
[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 March 31, 2025. 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

1 file

4
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

Hall of Fame Resort & Entertainment Co

CIK 0001708176

→

Entity typeother

Related Parties

filerCIK 0001685448

Filing Metadata

Form type: 4
Filed: Apr 2, 8:00 PM ET
Accepted: Apr 3, 11:43 AM ET
Size: 38.5 KB

View on SEC.gov