662 N. Sepulveda Blvd., Suite 300
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 97751C100
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Page 2 of 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Bristol
Investment Fund, Ltd. 98-0335509
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
49,325,906*
*includes 16,666,667 shares underlying Series A warrant issued
in December 2016
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
49,325,906*
*includes 16,666,667 shares underlying Series A warrant issued
in December 2016
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10.
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Shared Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
49,325,906*
*includes 16,666,667 shares underlying
Series A warrant issued in December 2016
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
71.97%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP No. 97751C100
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Page 3 of 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Bristol
Capital, LLC 95-4717240
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
489,000
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
489,000
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10.
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Shared Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
489,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
0.71%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP No. 97751C100
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Page 4 of 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Paul
Kessler
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
78,700
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
78,700
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10.
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Shared Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
78,700
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
0.11%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP No. 97751C100
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Page 5 of 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Bristol
Capital Advisors Profit Sharing Plan
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
787,000
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
787,000
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10.
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Shared Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
787,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
1.15%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP No. 97751C100
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Page 6 of 8
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The following constitutes Amendment No. 6
(“Amendment No. 6”) to the Schedule 13D filed by the undersigned. This Amendment No. 6 amends the Schedule 13D
as specifically set forth.
Item 1 is hereby amended and restated as follows:
Item 1.
Security and Issuer
This statement relates to the shares
of common stock (the “Shares”) of Wizard Entertainment, Inc. (the “Issuer”). The address of the Issuer’s
principal executive offices is 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049.
Item 2 is hereby amended and restated as follows:
Item 2.
Identity and Background
This statement is being jointly filed by Bristol Investment Fund, Ltd., an entity organized under the laws of the Cayman Islands (“Bristol”)
,
Bristol Capital, LLC, a Delaware limited liability company ("BC"), Paul Kessler as an individual ("Paul Kessler") and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"). BIF, BC, Paul Kessler and BCA PSP are collectively referred to herein as the “Reporting Persons.”
Bristol is a privately held fund that invests primarily in publicly-traded companies through the purchase of securities in private placement and/or open market transactions. The address of Bristol’s registered office is Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 311063, Grand Cayman KY1-1205, Cayman Islands. Bristol Capital Advisors, LLC, an entity organized under the laws of the State of Delaware (“BCA”), is the investment advisor to Bristol. Paul Kessler is manager of BCA and as such has voting and dispositive power over the securities held by Bristol. BC is a privately held limited liability company that engages from time to time in investing in publicly-traded companies through the purchase of securities in private placement and/or open market transactions. Paul Kessler is the sole manager of BC and therefore has voting and dispositive power over the securities held by BC. Bristol Capital Advisors Profit Sharing Plan ("BCA PSP") is a plan established by BCA which invests in various securities for the benefit of its employees. Mr. Kessler has voting and dispositive power over the securities held by BCA PSP. The address of the principal office for BCA, BC, Mr. Kessler and BCA PSP is 662 N. Sepulveda Blvd., Suite 300, Los Angeles, California 90049. During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3 is hereby amended and restated as follows:
Item 3.
Source and Amount of Funds or Other Consideration
Bristol received the Shares reported herein from the following sources: (i) upon the conversion of all of its shares of Series A convertible preferred stock and exchange of all of its warrants to purchase common stock of the Issuer, pursuant to the Notice of Conversion and Notice of Warrant Exchange executed by Bristol and the Issuer in July 2013; (ii) from open market purchases in August and September of 2015; (iii) pursuant to the Securities Purchase Agreement by and between Bristol and the Issuer dated as of December 1, 2016 (the "December 2016 Financing"); (iv) upon the exercise of the Series B warrant issued pursuant to the December 2016 Financing; (v) pursuant to the Stock Purchase Agreement by and between Bristol and John Macaluso dated as of December 12, 2016 (the "JM Purchase Agreement"); (vi) pursuant to Stock Purchase Agreements with various investors entered into in April 2017 and May 2017; and (vii) from an open market purchase in December 2018. BC received the Shares reported herein upon conversion of its option to purchase common stock of the Issuer, in addition to open market purchases in 2014 and 2015. Paul Kessler purchased the Shares reported herein on the open market. BCA PSP purchased the Shares on the open market.
CUSIP No. 97751C100
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Page 7 of 8
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Items 5 is hereby amended and restated as follows:
Interest in Securities of the Issuer
As of the date of the filing of
this Amendment No. 6 to Schedule 13D, (i) Bristol owns 49,325,906 Shares, which represents approximately 71.97% of the
Shares outstanding, based upon 68,535,036 Shares outstanding as of December 31, 2018, (ii) Bristol Capital, LLC owns 489,000
Shares, which represents approximately 0.71% of the 68,535,036 shares outstanding as of December 31, 2018 (iii) Paul Kessler
owns 78,700 shares, which represents approximately 0.11% of the 68,535,036 shares outstanding as December 31, 2018, and (iv)
Bristol Capital Advisors Profit Sharing Plan owns 787,000 shares, which represents approximately 1.15% of the 68,535,036
shares outstanding as of December 31, 2018.
Paul Kessler, as manager of the investment advisor to Bristol Investment Fund, Ltd. ("BIF"), manager of Bristol Capital, LLC ("BC"), and manager of Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"), has the power to vote and dispose of the Shares owned by BIF, BC and BCA PSP, as well as the shares owned my Mr. Kessler himself. Mr. Kessler disclaims beneficial ownership of the Shares owned by BIF.
There were no transactions by the Reporting Persons during the last sixty days.
No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable
.
CUSIP No. 97751C100
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Page 8 of 8
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 1019.
BRISTOL INVESTMENT FUND, LTD.
Paul Kessler, Director
By:
/s/ Paul Kessler
BRISTOL CAPITAL, LLC
Paul Kessler, Manager
By:
/s/ Paul Kessler
PAUL KESSLER, an individual
By:
/s/ Paul Kessler
BRISTOL CAPITAL ADVISORS PROFIT SHARING PLAN
Paul Kessler, Authorized Signatory
By:
/s/ Paul Kessler
Exhibit 1
JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT (this “
Agreement”), dated as of January 1, 2019, is entered into by and among Bristol Investment Fund, Ltd., a Cayman Islands exempted
company ("Bristol Fund"), Bristol Capital, LLC, a Delaware limited liability company ("BC"), Paul Kessler ("Kessler")
and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP") (Bristol Fund, BC, Kessler and BCA PSP are collectively
referred to herein as the “Joint Filers”).
WHEREAS, each of the Joint Filers have filed
a Schedule 13D under the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to securities of Wizard Entertainment, Inc. (the “Schedule 13D”);
WHEREAS, each of the Joint Filers is individually
eligible to file a Schedule 13D;
WHEREAS, each of the Joint Filers wishes
to file an amendment to the Schedule 13D jointly and on behalf of each of the Joint Filers, pursuant to Rule 13d-1(k)(1) under
the Exchange Act;
NOW, THEREFORE, in consideration of these
premises and other good and valuable consideration, the parties hereto agree as follows:
1. The Joint Filers hereby agree that the
Schedule 13D is, and any amendments thereto will be, filed on behalf of each of the Joint Filers pursuant to Rule 13d-1(k)(1) under
the Exchange Act.
2. Each of the Joint Filers hereby acknowledges
that, pursuant to Rule 13d-1(k)(1)(ii) under the Exchange Act, it is responsible for the timely filing of the Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, and is not responsible
for the completeness and accuracy of the information concerning any of the other parties contained therein, unless it knows or
has reason to know that such information is inaccurate.
3. Each of the Joint Filers hereby agrees
that this Agreement shall be filed as an Exhibit to the Schedule 13D, pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
4. This
Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute
but one and the same instrument, which may be sufficiently evidenced by one counterpart.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the day and year first above written.
BRISTOL INVESTMENT FUND, LTD.
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BRISTOL CAPITAL, LLC
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By:/s/ Paul Kessler
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By: /s/ Paul Kessler
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Paul Kessler, Director
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Paul Kessler, Manager
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PAUL KESSLER
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BRISTOL CAPITAL ADVISORS PROFIT SHARING PLAN
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By:/s/ Paul Kessler
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By: /s/ Paul Kessler
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Paul Kessler
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Paul Kessler, Authorized Signatory
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