Current Report Filing (8-k)
January 05 2017 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
December 29, 2016
WIZARD
WORLD, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-33383
|
|
98-0357690
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
662
N. Sepulveda Blvd., Suite 300
Los
Angeles, CA 90049
|
(Address
of principal executive offices)
|
(310)
648-8410
|
(Registrant’s
telephone number, including area code)
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item
1.01 Entry into a Material Definitive Agreement.
Consulting
Agreement
On
December 29, 2016, Wizard World. Inc. (the “Company”), entered into a Consulting Services Agreement (the “Consulting
Agreement”) with Bristol Capital, LLC, a Delaware limited liability company (“Bristol”) managed by Paul
L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman
of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”).
The term of the Consulting Agreement will be automatically extended for additional terms of 90 day periods each (each a
“Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol
gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the
then current Term.
During the Term, the Company will pay Bristol
a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100 Dollars ($18,750). For
services rendered by Bristol prior to entering into the Consulting Agreement, the Company will pay Bristol the
Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016. Bristol may also receive an
annual bonus as determined by the Compensation Committee of the Company’s Board of Directors (the “Board”)
and approved by the Board.
In
addition, the Company will grant to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s
common stock, par value $0.0001 per share, in accordance with the following vesting schedule and at the applicable exercise prices
therein:
Number of Options:
|
|
Exercise Price:
|
|
|
Vesting Date:
|
75,000
|
|
$
|
0.50
|
|
|
December 29, 2016
|
75,000
|
|
$
|
0.50
|
|
|
December 31, 2016
|
75,000
|
|
$
|
0.55
|
|
|
March 31, 2017
|
75,000
|
|
$
|
0.55
|
|
|
June 30, 2017
|
75,000
|
|
$
|
0.55
|
|
|
September 30, 2017
|
75,000
|
|
$
|
0.60
|
|
|
December 31, 2017
|
75,000
|
|
$
|
0.60
|
|
|
March 31, 2018
|
75,000
|
|
$
|
0.60
|
|
|
June 30, 2018
|
The
above description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the full text
of the Consulting Agreement, which is attached hereto as an exhibit to this Current Report on Form 8-K and incorporated herein
by reference.
Item
3.02 Unregistered Sales of Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02
Item
5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Executive Chairman
In
accordance with the Consulting Agreement, effective December 29, 2016, Mr. Kessler was appointed as Executive Chairman of the
Company. Below is a description of Mr. Kessler’s professional work experience.
Paul
L. Kessler, age 56
Paul
L. Kessler has served as a member of the Board since March 17, 2013 and as Chairman of the Board since April 22, 2016. Mr. Kessler
combines over 25 years of experience as an investor, financier and venture capitalist. In 2000, Mr. Kessler founded Bristol Capital
Advisors, LLC, a Los Angeles based investment advisor, and has served as the Principal and Portfolio Manager from 2000 through
the present. Mr. Kessler has broad experience in operating, financing, capital formation, negotiating, structuring and re-structuring
investment transactions. He is involved in all aspects of the investment process including identification and engagement of portfolio
companies. His investment experience encompasses both public and private companies. Mr. Kessler works actively with executives
and boards of companies on corporate governance and oversight, strategic repositioning and alignment of interests with shareholders.
The Board continues to believe that Mr. Kessler’s
extensive experience in matters including capital formation, corporate finance, investment banking, founding, owning,
and operating successful companies, corporate governance, as well as his understanding of capital markets, will
provide a significant contribution to the growth of the Company.
Family
Relationships
Mr.
Kessler does not have any family relationships with a current officer or director of the Company.
Related
Party Transactions
Other than such transactions previously disclosed
in the Company’s filings with the United States Securities and Exchange Commission, there are no applicable related
party transactions.
Compensatory
Arrangement
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Consulting
Services Agreement between Wizard World, Inc. and Bristol Capital, LLC*
|
*Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
WIZARD
WORLD, INC.
|
|
|
|
Date:
January 5, 2017
|
By:
|
/s/
John D. Maatta
|
|
Name:
|
John
D. Maatta
|
|
Title:
|
President
& Chief Executive Officer
|