0001493152-16-015670.txt : 20161205 0001493152-16-015670.hdr.sgml : 20161205 20161205203959 ACCESSION NUMBER: 0001493152-16-015670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161201 FILED AS OF DATE: 20161205 DATE AS OF CHANGE: 20161205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wizard World, Inc. CENTRAL INDEX KEY: 0001162896 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 980357690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 6049618878 MAIL ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89169 FORMER COMPANY: FORMER CONFORMED NAME: GOENERGY INC DATE OF NAME CHANGE: 20011129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KESSLER PAUL CENTRAL INDEX KEY: 0001113835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33383 FILM NUMBER: 162035044 MAIL ADDRESS: STREET 1: 662 N. SEPULVEDA BLVD., STREET 2: SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90049 4 1 form4.xml X0306 4 2016-12-01 0 0001162896 Wizard World, Inc. WIZD 0001113835 KESSLER PAUL 662 N. SEPULVEDA BLVD., SUITE 300 LOS ANGELES CA 90049 1 1 1 0 Chairman Common Stock, par value $0.0001 per share 2016-12-01 4 J 0 500000 0 A 9524783 I Please see explanation below Common Stock, par value $0.0001 per share 2016-12-02 4 X 0 16666650 0.0001 A 26191433 I Please see explanation below Debenture 0.15 2016-12-01 4 P 0 16666667 A 2016-12-01 2018-12-01 Common Stock 16666667 17116667 I Please see explanation below Series A Common Stock Purchase Warrant 0.15 2016-12-01 4 P 0 16666667 A 2016-12-01 2021-12-01 Common Stock 16666667 33783334 I Please see explanation below Series B Common Stock Purchase Warrant 0.0001 2016-12-01 4 P 0 16666650 A 2016-12-01 2021-12-01 Common Stock 16666650 50449984 I Please see explanation below Series B Common Stock Purchase Warrant 0.0001 2016-12-02 4 X 0 16666650 D 2016-12-01 2021-12-01 Common Stock 16666650 33783334 I Please see explanation below On December 1, 2016, Wizard World, Inc. (the "Company") and Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("Bristol Investment"), which is managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware limited liability company, of which Mr. Kessler, as the manager of BCA, entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which Bristol Investment purchased certain securities from the Company for $2,500,000. Pursuant to the terms of the Purchase Agreement, the Company issued 500,000 shares of the Company's common stock for legal fees. This total includes: (i) 24,836,733 shares owned by Bristol Investment, (ii) 489,000 shares owned by Bristol Capital, LLC, a Delaware limited liability company, of which Mr. Kessler is the manager and, alone, has voting and dispositive power over the shares beneficially owned, (iii) 78,700 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned, and (iv) 787,000 shares owned by Bristol Capital Pension and Profit Sharing, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned. This total does not include shares issuable upon exercise of an option held by Mr. Kessler, individually, for 450,000 shares of common stock. These securities were acquired by Bristol Investment managed by BCA, of which Mr. Kessler, as the manager of BCA, has voting and dispositive power over the shares beneficially owned. Bristol Investment owns a total of 24,836,733 shares of the Company's common stock. Pursuant to the Purchase Agreement, Bristol Investment purchased $2,500,000 of convertible debentures convertible at a price of $0.15 per share. The amount of underlying shares is based upon the debenture's conversion rate of $0.15 and principal balance of $2,500,000. In the event interest is paid in shares, or the conversion price is adjusted in accordance with the provisions of the debenture, the amount of underlying shares may increase. Pursuant to the Purchase Agreement, Bristol Investment acquired a Series A Common Stock Purchase Warrant. Pursuant to the Purchase Agreement, Bristol Investment acquired a Series B Common Stock Purchase Warrant. On December 2, 2016, Bristol Investment exercised the Series B Common Stock Purchase Warrant for cash. /s/ Paul L. Kessler 2016-12-05