Current Report Filing (8-k)
October 22 2018 - 5:17PM
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): October 16, 2018
Wizard
Entertainment, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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000-33383
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98-0357690
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(State
or other Jurisdiction of
Incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
I.D.
No.)
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662
N. Sepulveda Blvd., Suite 300
Los
Angeles, CA 90049
(Address
of Principal Executive Offices) (Zip Code)
(310)
648-8410
Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)
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Pre-commencement
communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
October 16, 2018, the Registrant reached agreement with each of its five board members to compensate the board members for past,
uncompensated service. Differences in compensation reflect differences in length of uncompensated time served.
Gregory
Suess will receive options to purchase 300,000 shares of common stock. He will also receive 400,000 shares of restricted common
stock. Michael Breen and Jordan Schur will each receive options to purchase 300,000 shares of common stock. They will also each
receive 200,000 shares of restricted common stock. John D. Maatta and Paul Kessler will each receive 400,000 shares of restricted
common stock.
All
options granted will vest ratably over a 12 month period. The exercise price of the options will be set on the day they vest and
will be equal to the closing price on the date of the most recent board meeting. Going forward, members of the board will be compensated
in cash for their service as follows: (a) $750 per month; (b) an additional $1,000 for each board meeting attended in person;
and (c) an additional $250 to $500 for each telephonic meeting attended with the exact amount being determined by the length of
the meeting.
Item
3.02 Unregistered Sales of Equity Securities.
On
October 16, 2018, the Registrant issued a total of 1,600,000 shares of restricted common stock (the “Shares”) to a
total of five persons in exchange for service on the board of directors. The issuance was exempt from the registration requirements
of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the same Act since the issuance of the Shares was to persons
closely associated with the Company and did not involve any public offering. See discussion under Item 1.01 above.
SIGNATURE
PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Wizard
Entertainment, Inc.
a
Delaware corporation
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Dated:
October 22, 2018
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By:
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/s/
John D. Maatta
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John
D. Maatta
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Chief
Executive Officer and President
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