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