Sec Form 4 Filing - Lichter Stuart @ Hall of Fame Resort & Entertainment Co - 2023-06-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lichter Stuart 2. Issuer Name and Ticker or Trading Symbol Hall of Fame Resort & Entertainment Co [ HOFV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2023 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 751,168 I By CH Capital Lending, LLC ( 1 ) Common Stock 15,949 I By IRG, LLC ( 1 ) Common Stock 683,083 I By HOF Village, LLC ( 1 ) Common Stock 5,681 I By Midwest Lender Fund, LLC ( 1 ) Common Stock 9,090 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Backup Convertible Promissory Note $ 12.77 06/07/2023 P( 2 ) 06/07/2023 03/31/2025( 3 ) Common Stock 313,234 ( 2 ) $ 4,574,733 ( 4 ) I By Midwest Lender Fund, LLC ( 1 ) 2020 Convertible Term Loan $ 12.77 11/30/2023 H( 5 ) 03/17/2023 03/31/2025( 3 ) Common Stock 746,997 ( 5 ) 0 I By CH Capital Lending, LLC ( 1 ) 2020 Convertible Term Loan $ 3.64 11/30/2023 P( 5 ) 01/10/2024 03/31/2025( 3 ) Common Stock 3,884,382 ( 5 ) $ 14,139,154 I By CH Capital Lending, LLC ( 1 ) 2022 Convertible Term Loan $ 3.64 12/08/2023 P( 6 ) 01/10/2024 12/04/2024 Common Stock 2,747,252 ( 6 ) $ 10,618,585 ( 7 ) I By CH Capital Lending, LLC ( 1 ) 2020 Convertible Term Loan $ 3.64 01/17/2024 P( 8 ) 01/17/2024 03/31/2025( 3 ) Common Stock 604,395 ( 8 ) $ 12,751,934 ( 9 ) I By CH Capital Lending, LLC ( 1 ) 2020 Convertible Term Loan $ 3.64 02/01/2024 P( 10 ) 02/01/2024 03/31/2025( 3 ) Common Stock 219,780 ( 10 ) $ 13,551,934 I By CH Capital Lending, LLC ( 1 ) 2020 Convertible Term Loan $ 3.64 02/28/2024 P( 11 ) 02/28/2024 03/31/2025( 3 ) Common Stock 199,624 ( 11 ) $ 14,834,192 ( 4 ) I By CH Capital Lending, LLC ( 1 ) Convertible Bridge Note $ 12.77 03/17/2023 03/31/2025( 3 ) Common Stock 940,156 $ 12,005,793 ( 4 ) I By CH Capital Lending, LLC ( 1 ) Convertible Promissory Note $ 12.77 03/17/2023 03/31/2025( 3 ) Common Stock 382,739 $ 4,887,580 ( 4 ) I By IRG LLC ( 1 ) Series E Warrant $ 12.77 04/18/2023 03/01/2029 Common Stock 22,709 500,000 I By IRG LLC ( 1 ) Series E Warrant $ 12.77 04/18/2023 03/01/2029 Common Stock 45,419 1,000,000 I By CH Capital Lending, LLC ( 1 ) Series D Warrant $ 12.77 04/18/2023 03/01/2029 Common Stock 111,321 2,450,980 I By CH Capital Lending, LLC ( 1 ) Series C Warrant $ 12.77 04/18/2023 03/01/2029 Common Stock 455,867 10,036,925 I By CH Capital Lending, LLC ( 1 ) Series A Warrant $ 253.11 07/31/2020 ( 12 ) Common Stock 157,085 2,432,500 I By HOF Village, LLC ( 1 ) Series G Warrant $ 12.77 06/08/2023 06/08/2027 Common Stock 5,677 125,000 I By Midwest Lender Fund, LLC ( 1 ) Convertible Notes due 2025 ( 13 ) ( 14 ) 07/01/2020 03/31/2025 Common Stock 85,833 $ 13,034,856 ( 13 ) I By CH Capital Lending, LLC ( 1 ) Series C Preferred Stock ( 15 ) $ 33.01 03/28/2022 ( 16 ) Common Stock 454,407 15,000 I By CH Capital Lending, LLC ( 1 ) Series B Warrant $ 30.81 11/18/2020 11/18/2025 Common Stock 4,543 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lichter Stuart 11111 SANTA MONICA BOULEVARD SUITE 800 LOS ANGELES, CA90025 X X Signatures Tara Charnes, Attorney-in-Fact 04/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )On January 30, 2024, the issuer exercised a right to extend the maturity of this instrument to March 31, 2025. ( 4 )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 remai nder is added to the principal amount of this instrument. ( 5 )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. ( 6 )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). ( 7 )Reflects principal balance as of April 1, 2024. Interest accrues at 12.5% compounded monthly, which is added to the principal. ( 8 )On January 17, 2024, CH Capital Lending, LLC advanced the issuer an additional $2,200,000 under the 2020 Convertible Term Loan. ( 9 )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. ( 10 )On February 1, 2024, CH Capital Lending, LLC advanced the issuer an additional $800,000 under the 2020 Convertible Term Loan. ( 11 )On February 28, 2024, CH Capital Lending, LLC advanced the issuer an additional $726,634 under the 2020 Convertible Term Loan. ( 12 )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. ( 13 )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. ( 14 )The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025. ( 15 )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. ( 16 )The Series C Preferred Stock is perpetual and therefore has no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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