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Filing Details

Accession Number:: 0001209191-22-020174
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-18 21:59:28
Reporting Period:: 2022-03-01

Accepted Time:: 2022-03-18 21:59:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1708176	Hall Of Fame Resort & Entertainment Co	HOFV	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1685448	Stuart Lichter	11111 Santa Monica Boulevard Suite 800 Los Angeles CA 90025		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-03-16	100,000	$1.02	200,000	No	4	P	Direct
Common Stock	Acquisiton	2022-03-01	330,000	$0.00	15,458,379	No	4	A	Indirect	By CH Capital Lending, LLC
Common Stock	Acquisiton	2022-03-01	125,000	$0.00	125,000	No	4	A	Indirect	By IRG, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	A	Indirect	By CH Capital Lending, LLC
No	4	A	Indirect	By IRG, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants	Acquisiton	2022-03-01	1,000,000	$0.00	1,000,000	$1.50
Common Stock	Convertible Term Loan	Acquisiton	2022-03-01	0	$0.00	0	$1.50
Common Stock	Warrants	Acquisiton	2022-03-01	500,000	$0.00	500,000	$1.50
Common Stock	Convertible Promissory Note	Acquisiton	2022-03-01	0	$0.00	0	$1.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,000,000	2023-03-01	2027-03-01	No	4	A	Indirect
0	2022-03-01	2024-03-31	No	4	A	Indirect
500,000	2023-03-01	2027-03-01	No	4	A	Indirect
0	2022-03-01	2024-03-31	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	15,027,837	Indirect	By HOF Village, LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Convertible Notes due 2025	$6.90	2020-07-01	2025-03-31	1,304,347	0	Indirect
Common Stock	Series B Preferred Stock	$3.06	2021-06-04	2024-06-04	4,901,960	15,000	Indirect
Common Stock	Warrants	$11.50	2020-07-31		3,457,393	2,432,500	Indirect
Common Stock	Warrants	$6.90	2021-12-04	2027-03-01	2,450,980	2,450,980	Indirect
Common Stock	Warrants	$1.40	2020-11-18	2025-11-18	100,000	100,000	Direct
Common Stock	Warrants	$1.40	2021-06-29	2027-03-01	10,036,925	10,036,925	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2025-03-31	1,304,347	0	Indirect
2024-06-04	4,901,960	15,000	Indirect
	3,457,393	2,432,500	Indirect
2027-03-01	2,450,980	2,450,980	Indirect
2025-11-18	100,000	100,000	Direct
2027-03-01	10,036,925	10,036,925	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.99 to $1.05, inclusive. The reporting person undertakes to provide to Hall of Fame Resort & Entertainment Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
Represents the issuance by the Company of common stock, par value $0.0001 per share ("Common Stock"), as partial consideration for entering into an Amendment Number 6 to Term Loan Agreement ("Amendment Number 6") by and among the Company and certain subsidiaries of the Company, as borrowers, and CH Capital Lending, as administrative agent and lender, relating to a $8,347,839 term loan (the "Term Loan").
Represents the issuance by the Company of Common Stock, as partial consideration for entering into a First Amended and Restated Promissory Note ("Amended Assigned IRG Note") between the Company and IRG, LLC.
The Term Loan Warrants will be cancelled in the event the Company repays in full the Term Loan on or before March 1, 2023.
Represents the issuance by the Company of a warrant to purchase 1,000,000 shares of Common Stock ("Term Loan Warrants"), as partial consideration for entering into Amendment Number 6.
Under Amendment Number 6, the Term Loan was made convertible into shares of Common Stock.
The IRG Split Note Warrants will be cancelled in the event the Company repays in full the Amended Assigned IRG Note on or before March 1, 2023.
Represents the issuance by the Company of a warrant to purchase 500,000 shares of Common Stock ("IRG Split Note Warrants"), as partial consideration for entering into the Amended Assigned IRG Note.
Under the Amended Assigned IRG Note, the principal and accrued interest are convertible into shares of Common Stock.
Reflects the original principal amount held by the reporting person. 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.
Each warrant represents the right to purchase 1.421333 shares of Common Stock.
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.