As
filed with the Securities and Exchange Commission on April 21, 2021
No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WIZARD
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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7900
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98-0357690
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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2700
Homestead Road, Park City, UT 84098
Tel:
650-525-0231
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
VCORP
SERVICES, LLC
1013
Centre Road, Suite 403-B, Wilmington, DE 19805
Tel:
(212) 828-8436
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Steven
D. Pidgeon, Esq.
DLA
Piper LLP (US)
2525
East Camelback Road
Esplanade
II, Suite 1000
Phoenix,
AZ 85016-4232
Tel:
+1 480 606 5124
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared
effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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|
Emerging
growth company
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[ ]
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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 7(a)(2)(B) of the Securities Act.
[ ]
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Security Being Registered
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Amount
Being Registered(1)
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Proposed Maximum Offering Price per Security(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of Registration Fee
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Common Stock, $0.0001 par value per share (3)
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16,200,000
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$
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3.93
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$
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63,666,000
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$
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6,945.97
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Total
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16,200,000
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$
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3.93
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$
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63,666,000
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$
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6,945.97
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|
(1) This
registration statement also includes an indeterminate number of securities that may become offered, issuable or sold to prevent
dilution resulting from stock splits, stock dividends and similar transactions, which are included pursuant to Rule 416 under
the Securities Act of 1933, as amended.
(2) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933,
as amended, based upon the average of the bid and asked prices of the common stock as reported on the OTC Markets on April 19,
2021.
(3) Consists
of (i) 10,800,000 shares of common stock issuable upon the automatic conversion of the Series B Preferred Stock issuable upon
the exercise of warrants issued in a private placement in March 2021 (the “March 2021 Private Placement”) and (ii)
up to 5,400,000 shares of common stock issuable upon the conversion of the Series B Preferred Stock issued in the March 2021 Private
Placement.
The
information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction
where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS
(Subject
to Completion, Dated April 21, 2021)
Wizard
Brands, Inc.
16,200,000
Shares of Common Stock
This
prospectus relates to the resale, by the selling stockholders identified in this prospectus, of up to an aggregate of 16,200,000
shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 10,800,000 shares of Common
Stock issuable upon the automatic conversion of the Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred
Stock”), issuable upon the exercise of warrants (“Warrants”) issued in a private placement in March 2021 (the
“March 2021 Private Placement”) and (ii) up to 5,400,000 shares of Common Stock issuable upon conversion of the Series
B Preferred Stock issued in the March 2021 Private Placement.
The
selling stockholders are identified in the table on page 13 of this prospectus. We will not receive any proceeds from the sale
of the shares of Common Stock by the selling stockholders. All net proceeds from the sale of the shares of Common Stock covered
by this prospectus will go to the selling stockholders. However, we may receive the proceeds from any exercise of the Warrants
if the holders do not exercise the Warrants on a cashless basis. See “Use of Proceeds.”
The
selling stockholders may sell all or a portion of the shares of Common Stock from time to time in market transactions through
any market on which our shares of Common Stock are then traded, in negotiated transactions or otherwise, and at prices and on
terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers,
who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”
Our
Common Stock is listed on The OTC Markets under the symbol “WIZD.” On April 19, 2021, the last reported sale price
of our Common Stock was $3.69 per share.
Investing
in our securities involves a high degree of risk. The risks are described in the “Risk Factors” section beginning
on page 9 of this prospectus. You should also consider the risk factors described or referred to in any documents incorporated
by reference in this prospectus, and in any applicable prospectus supplement, before investing in these securities.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is
a criminal offense.
The
date of this prospectus is , 2021.
TABLE
OF CONTENTS
About
This Prospectus
This
prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC,
the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration
statement and the other reports we file with the SEC at the SEC’s website described below under the heading “Where
You Can Find More Information.”
You
should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus.
We have not authorized anyone to provide you with information that is in addition to or different from that contained in, or incorporated
by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on
it. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of
the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations
and prospects may have changed since that date.
Neither
we, nor the selling stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where
the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of
this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside
the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the securities as to distribution of the prospectus outside of the United States.
Unless
the context otherwise requires, references to “we,” “our,” “us” or the “Company”
in this prospectus mean Wizard Brands, Inc. on a consolidated basis with its subsidiaries, as applicable. Our logo and all product
names are our common law trademarks. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear
without the ® or ™ symbols, but such references are not intended to indicate in any way that we
will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights,
to these trademarks and tradenames.
PROSPECTUS
SUMMARY
The
following summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus. Because
this is only a summary, however, it does not contain all the information you should consider before investing in our securities
and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere
in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus
carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled “Risk
Factors” and similar headings in the other documents that are incorporated by reference into this prospectus. You should
also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the
exhibits to the registration statement of which this prospectus is a part.
Overview
Prior
to the onset of COVID-19, we produced live pop culture conventions (“Comic Conventions”) across the United States
providing a social networking and entertainment venue for enthusiasts of movies, TV shows, video games, technology, toys, social
networking, gaming, comic books, and graphic novels. Our Comic Conventions have provided an opportunity for companies in the entertainment,
toy, gaming, publishing and retail business to carry out sales, marketing, product promotion, public relations, advertising, and
sponsorship efforts. However, with the advent of COVID-19, we have not been able to produce a live event since March 8, 2020.
Many events that had been planned for 2020 after March 8, 2020, were postponed indefinitely. The timing of when live events can
be resumed is dependent upon the progression of the COVID-19 pandemic, the availability and effectiveness of the vaccines that
have been introduced and the imposition of governmental authority either allowing or disallowing the mounting of live events.
Our
target audience includes men and women in the 18 to 34-year-old demographic, together with families of all ages who are fans of
various types of entertainment and media, including movies, music, toys, video games, consumer electronics, computers, and lifestyle
products (e.g., clothes, footwear, digital devices, and mobile phones). We continuously review our existing operations and procedures
relating to our Comic Conventions to ensure that we produce the best possible fan experience at our Comic Conventions and maximize
revenue while containing costs.
Following
our last live event in Cleveland, Ohio in early March 2020, we transitioned nimbly to a Virtual Event Format that went from concept
to execution in three weeks, with our first virtual event held on March 31, 2020. Since March 31, 2020, we have broadcast over
200 interactive virtual events across three platforms: Twitch, Facebook and YouTube. Programming has included celebrity cast reunions
and game shows, concerts, workshops and how-to classes, gaming with celebrities, cosplay contests, fan panels and more.
To
augment our move into digital programming, in the first quarter of 2020, we launched an e-commerce site, Wizard World Vault (the
“Vault”), which features the best in pop culture memorabilia from the Wizard World Live and virtual events, along
with items from the top artists and exhibitors in the memorabilia world. The Vault is a collection of autographed photographs,
memorabilia and one-of-a-kind collectibles that are offered for sale via e-commerce. The Vault, which launched at or about the
same time as the Virtual Experiences, has already proven to be a popular source of celebrity memorabilia among fans of motion
pictures and television programming. Included in the Vault is inventory which includes stock from our inventory of merchandise,
consignment inventory, and merchandise that is being sourced for sale by us. Wizard World and Vault are reaching an average of
1.5 million people weekly through our platforms – with enormous potential for upselling and cross-merchandising.
On
April 28, 2020, we, through one of our wholly-owned operating subsidiaries, acquired the assets of the creator of the Jevo machine,
which is a patent-protected first-mover application for the creation of gelatin shots. With Jevo, we have diversified our revenue
generation capabilities by manufacturing, marketing and selling Jevo units and related consumables, both nationally and internationally,
to bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments that serve beverages (both alcoholic
and non-alcoholic) to the public. In addition to food and beverage applications, we have identified other market segments where
the Jevo units can be marketed including, but not limited to, the healthcare and cannabis industries. The Company intends to resume
the manufacturing of the Jevo units with a target of producing new Jevo machines in the second quarter of 2021.
March
2021 Private Placement
On
March 29, 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC,
pursuant to which, we issued in a private placement: (i) 5,000 shares of Series B Preferred Stock, convertible at a price (as
adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the variable weighted average
price of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion,
subject to a conversion price floor of $1.00; and (ii) a warrant to acquire 5,000 shares of Series B Preferred Stock at an exercise
price of $1,000 per share, which became exercisable immediately upon issuance and which expires on March 26, 2023; and (iii) a
warrant to acquire 5,000 shares of Series B Preferred Stock at an exercise price of $1,000 per share, which became exercisable
immediately upon issuance and which expires on March 26, 2024. Pursuant to the terms of the 2021 Warrants, the Series B Preferred
Stock issuable upon exercise are automatically convertible into shares of Common Stock at the Series B Conversion Price. The foregoing
description of the March 2021 Private Placement and the securities issued in such financing are qualified in its entirety by reference
to the applicable agreements furnished as exhibits to our Current Report on Form 8-K relating to the March 2021 Private Placement
and the Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”).
Company
Information
Wizard
Brands, Inc. (formerly known as) Wizard Entertainment, Inc., Wizard World, Inc. and GoEnergy, Inc., was incorporated in Delaware
on May 2, 2001. We were initially involved in oil and gas exploration but ceased operations and abandoned any interests we had
in such properties. On December 7, 2010, we entered into a Share Purchase and Share Exchange Agreement among us, an entity known
as “Conventions” which was our former majority stockholder and shareholders of Conventions, under which Conventions
became our wholly owned subsidiary. On August 27, 2014, we entered into a Joint Venture and Operating Agreement for a forty-seven
and one half percent (47.5%) interest in CON TV, LLC (“CONtv”), with Cinedigm Entertainment Corp. (“Cinedigm”),
ROAR, LLC and Bristol Capital, LLC. On November 16, 2015, the parties entered into an Amended and Restated Operating Agreement,
effective as of July 1, 2015, which, among other things, restructured the business relationship between us and Cinedigm with respect
to the ownership and operation of CONtv. Under that agreement, we greatly reduced and limited our obligations to the venture,
while retaining a ten percent (10%) membership interest in CONtv. On December 29, 2014, we and a member of our Board of Directors
(the “Board”) formed Wiz Wizard, LLC (“Wiz Wizard”) in the State of Delaware. On February 4, 2016, such
member of the Board assigned his fifty percent (50%) membership interest to us. Consequently, Wiz Wizard became our wholly-owned
subsidiary, which was subsequently dissolved in March 2019. On April 10, 2015, we and a third-party formed ButtaFyngas, LLC. We
own fifty percent (50%) of the membership interests of ButtaFyngas, LLC, which is currently inactive. In 2018, we changed our
name from Wizard World, Inc. to Wizard Entertainment, Inc. On July 29, 2020, we changed our name from Wizard Entertainment, Inc.
to Wizard Brands, Inc.
Our
principal executive offices are located at 2700 Homestead Road, Park City, UT 84098, and our telephone number is 650-525-0231.
Our website address is www.wizardworld.com. The information on our website is not part of this prospectus. We have included our
website address as an inactive textual reference and do not intend it to be an active link to our website.
THE
OFFERING
Shares
Offered
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Up
to 16,200,000 shares of Common Stock, consisting of (i) 10,800,000 shares of Common Stock issuable upon the automatic
conversion of the Series B Preferred Stock issuable upon the exercise of the 2021 Warrants and (ii) up to 5,400,000 shares
of Common Stock issuable upon the conversion of the Series B Preferred Stock issued in the March 2021 Private Placement.
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Shares
of Common Stock Outstanding prior to this Offering
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3,506,752
shares of Common Stock.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders. All net proceeds
from the sale of the shares of Common Stock covered by this prospectus will go to the selling stockholders. However, we
may receive the proceeds from any exercise of the Warrants if the holders do not exercise the Warrants on a cashless basis.
See the section of this prospectus titled “Use of Proceeds.”
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The
OTC Markets Ticker Symbol
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WIZD
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Risk
factors
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Before
investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 9
of this prospectus.
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Unless
otherwise indicated, the number of shares of Common Stock outstanding prior to and after this offering is based on 3,506,752 shares
of Common Stock outstanding as of March 29, 2021, and excluded as of such date:
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●
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789,250
shares of Common Stock issuable upon exercise of outstanding options under our 2020 Incentive Stock and Award Plan, 2016 Incentive
Compensation and Award Plan and 2011 Incentive Compensation and Award Plan at a weighted exercise price of $1.75;
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An
aggregate of 4,210,750 shares of Common Stock reserved for potential future issuance pursuant to our 2020 Incentive Stock
and Award Plan and 2016 Incentive Stock and Award Plan;
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●
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8,690,690
shares of Common Stock reserved for potential future issuance pursuant to conversion of our Series A Preferred Stock;
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16,200,000
shares of Common Stock reserved for potential future issuance pursuant to conversion of our Series B Preferred Stock;
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25,501,918
shares of Common Stock reserved for potential future issuance pursuant to conversion of the $2.5 million convertible debenture;
and
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●
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10,300,000
shares of Common Stock issuable upon the exercise of warrants outstanding.
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Unless
otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or warrants described above
and gives retroactive effect to the 1-for-20 reverse stock split effected on January 23, 2020.
RISK
FACTORS
An
investment in our securities involves a high degree of risk, you should carefully consider the risk factors set forth in our most
recent Annual Report on Form 10-K on file with the SEC, which is incorporated by reference into this prospectus, as well as the
following risk factor, which supplements or augments the risk factors set forth in our Annual Report on Form 10-K. Before making
an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference
in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially
harm our business, operating results and financial condition and could result in a complete loss of your investment.
The
sale of a substantial amount of our shares of Common Stock, including the resale of the shares issuable upon the exercise of the
Warrants and conversion of the shares of Series B Preferred Stock held by the selling stockholders in the public market could
adversely affect the prevailing market price of the Common Stock.
We
are registering for resale 10,800,000 shares of Common Stock issuable upon the exercise of the Warrants and up to an aggregate
of 5,400,000 shares of Common Stock issuable upon the conversion of the Series B Preferred Stock held by the selling stockholders.
Sales of substantial amounts of shares of Common Stock in the public market, or the perception that such sales might occur, could
adversely affect the market price of our Common Stock, and the market value of our other securities. We cannot predict if and
when selling stockholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares
of Common Stock or other equity or debt securities convertible into shares of Common Stock. Any such issuance could result in
substantial dilution to our existing stockholders and could cause our stock price to decline.
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus, including the documents that are incorporated by reference, contain “forward-looking statements” within the meaning
of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth
in Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act
of 1934, as amended (“Exchange Act”)). Any statements in this prospectus about our expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,”
“estimate,” “intend,” “plan,” “would” or the negative of these words and similar words
or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. For example,
statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking,
plans and objectives of management, markets for our Common Stock and future management and organizational structure are all forward-looking
statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions
that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity,
performance or achievements expressed or implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed in this prospectus, in our Annual
Report on Form 10-K or any of our other filings with the SEC that is incorporated by reference herein. Some of the risks, uncertainties
and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements
include, but are not limited to:
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●
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the
availability and adequacy of cash flow to meet our requirements;
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economic,
competitive, demographic, business and other conditions in the our local and regional markets;
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changes
in our business and growth strategy;
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changes
or developments in laws, regulations or taxes in the entertainment industry;
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actions
taken or not taken by third-parties, including our contractors and competitors;
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the
availability of additional capital; and
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other
factors discussed under the section entitled “Risk Factors” or elsewhere in the Annual Report on Form 10-K.
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The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this prospectus and the documents that we reference herein and have filed as exhibits to the Annual Report
on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect. You
should assume that the information appearing in this prospectus is accurate as of the date hereof. Because the risk factors referred
to in this prospectus, in our Annual Report on Form 10-K or any of our other filings with the SEC, could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance
on any forward-looking statements.
Further,
any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus,
and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders. All net proceeds from the sale
of the shares of Commons Stock covered by this prospectus will go to the selling stockholders. We expect that the selling stockholders
will sell their shares of Common Stock as described under “Plan of Distribution.”
We
may receive proceeds from the exercise of the Warrants and issuance of the warrant shares to the extent that the Warrants are exercised
for cash. The Warrants, however, are exercisable on a cashless basis only under certain circumstances. If the Warrants are exercised
for cash in full, the gross proceeds would be approximately $10.0 million. We intend to use the net proceeds from the exercise of the
Warrants, if any, for general corporate purposes and working capital.
Pending
any use, as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities. We can make
no assurances that the Warrants will be exercised, or if exercised, that they will be exercised for cash, the quantity which will be
exercised or in the period in which they will be exercised.
DETERMINATION
OF OFFERING PRICE
The
selling stockholders will determine at what price they may sell the securities offered by this prospectus, and such sales may be made
at fixed prices, prevailing market prices at the time of the sale, varying prices determined at the time of sale, or negotiated prices.
For more information, see “Plan of Distribution.”
SELLING
STOCKHOLDERS
The
shares of Common Stock being offered by the selling stockholders are those shares of Common Stock issuable upon the exercise of the Warrants
and conversion of the Series B Preferred Stock previously issued in connection with our private placement that closed in March 2021.
For additional information on the private placements and regarding the issuance of the securities in such private placement, see “Prospectus
Summary – March 2021 Private Placement.” We are registering the shares of Common Stock in order to permit the selling stockholders
to offer the shares of Common Stock for resale from time to time. Except for the ownership of the Warrants and Series B Preferred Stock
issued, the selling stockholders have not had any material relationship with us within the past three years.
The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by
each of the selling stockholders. The column entitled “Number of Shares of Common Stock Owned Prior to this Offering” lists
the number the shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of Series
B Preferred Stock or the Warrants to purchase the shares of Common Stock, as of March 29, 2021, assuming exercise of the Warrants and
the conversion of the Series B Preferred Stock into the maximum shares of Common Stock issuable thereunder held by the selling stockholders
on that date, without regard to any limitations on conversions or exercises. The selling stockholders identified below may have sold,
transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented
in transactions exempt from or not subject to the registration requirements of the Securities Act. Under the terms of the Certificate
of Designation, a selling stockholder may not convert the shares of Series B Preferred Stock, to beneficially own a number of shares
of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock immediately after giving effect to such conversion.
The number of shares in the table below do not reflect these limitations.
Selling Stockholder
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Number of Shares of Common Stock Owned Prior to Offering
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Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
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Number of Shares of Common Stock Owned After the Offering
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Percentage of Shares of Common Stock Owned After the Offering
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Leviston Resources LLC
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16,200,000
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(1)
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16,200,000
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(1)
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-
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(1)
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Represents
10,800,000 shares of Common Stock issuable upon exercise of the Warrants and 5,400,000 shares of Common Stock issuable upon conversion
of the Series B Preferred Stock.
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DESCRIPTION
OF CAPITAL STOCK
The
following is a brief description of our Common Stock and, to the extent the rights of the Series A Preferred Stock and Series B Preferred
Stock may materially limit or qualify the rights evidenced by our Common Stock, we describe our Series A Preferred Stock and Series B
Preferred Stock. This description of the terms of our Common Stock does not purport to be complete and is subject to and qualified in
its entirety by reference to the applicable provisions of Delaware General Corporation Law (“DGCL”), and the full text of
our amended and restated certificate of incorporation (“Certificate of Incorporation”) and our bylaws (“Bylaws”).
As
of March 29, 2021, our authorized share capital consists of 100,000,000 shares of Common Stock, of which 3,506,752 were outstanding,
5,000,000 shares of preferred stock, including 500,000 shares of Series A Preferred Stock, of which 217,267 were outstanding and 20,000
shares of Series B Preferred Stock, of which 5,000 were outstanding.
We
implemented a 1-for-20 reverse stock split of our outstanding shares of Common Stock that was effective on January 23, 2020. All share
and related option and warrant information presented in this prospectus have been retroactively adjusted to reflect the reduced number
of shares and the increase in the share price which resulted from this action.
Common
Stock
Holders
of our Common Stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders
of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available
funds. However, the current policy of our Board is to retain earnings, if any, for our operations and expansion. Upon liquidation, dissolution
or winding-up, the holders of our Common Stock are entitled to share ratably in all of our assets which are legally available for distribution,
after payment of or provision for all liabilities. The holders of our Common Stock have no preemptive, subscription, redemption or conversion
rights. The rights, preferences and privileges of holders of our Common Stock are subject to and may be adversely affected by the rights
of the holders of shares of any series of preferred stock that we may designate and issue.
Preferred
Stock
Under
the terms of the Certificate of Incorporation, our Board is expressly granted authority to authorize the issuance from time to time of
shares of preferred stock in one or more series, for such consideration and for such corporate purposes as our Board may from time to
time determines, and by filing a certificate pursuant to applicable law of the State of Delaware to establish from time to time for each
such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the
shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent permitted by the Certificate
of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution
rights, conversion rights, exchange rights and redemption rights thereof.
Series
A Preferred Stock
Holders
of our Series A Preferred Stock are entitled to the number of votes per share equal to 2,000 shares of Common Stock. Holders of our Series
A Preferred Stock are entitled to receive a cumulative dividend on each share of Series A Preferred Stock issued and outstanding at the
rate of twelve percent (12%) per annum on the Aggregate Stated Value (as defined in the Certificate of Designation and Restatement of
Rights, Preferences and restrictions of Series A Preferred Stock, the “Series A Certificate of Designation”) then in effect,
payable quarterly on January 1, April 1, July 1 and October 1. Such dividend is payable in cash but may be paid in shares of Common Stock
in our sole discretion if the shares of Common Stock are listed on a national securities exchange. In the event of any liquidation, dissolution
or winding up of our company, whether voluntary or involuntary, holders of our Series A Preferred Stock are entitled to receive, prior
and in preference to any distribution of any of our assets to the holders of Common Stock by reason of their ownership thereof, for each
share held, an amount equal to the Stated Value (as defined in the Series A Certificate of Designation), plus unpaid dividends, if any.
The Series A Preferred Stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares
of Common Stock as is determined by dividing the Aggregate Stated Value by the Conversion Price (as defined in the Series A Certificate
of Designation), in effect on the date the certificate is surrendered for conversion, initially set at $0.25. Each share of Series A
Preferred Stock is redeemable at the option of the holder for the payment of cash by us to the holder equal to the Aggregate Stated Value
of the shares that the holder elects to redeem. The Series A Preferred Stock is entitled to certain protective provisions and we may
not take certain actions without the written consent of at least a majority of the Series A Preferred Stock, including, without limitation,
amend, alter or repeal any provision of the Series A Certificate of Designation to change the rights of the Series A Preferred Stock,
create or authorize additional class or series of stock senior to the Series A Preferred Stock or create, authorize the creation of,
issue or authorize the issuance of, any debt security which is convertible into or exchangeable for any equity security, if such equity
security ranks senior to the Series A Preferred Stock as to dividends or liquidation rights.
Series
B Preferred Stock
Holders
of our Series B Preferred Stock have no voting rights. Holders of our Series B Preferred Stock are entitled to receive a cumulative dividend
on each share of Series B Preferred Stock issued and outstanding at the rate of five percent (5%) per annum, in cash or at the Holder’s
option, in fully paid and non-assessable shares of Series B Preferred Stock, at the Dividend Conversion Rate (as defined in the Certificate
of Designation). Such dividends are payable quarterly on January 1, April 1, July 1 and October 1. In the event of any liquidation, dissolution
or winding up of our company, whether voluntary or involuntary, holders of our Series B Preferred Stock are entitled to receive, prior
and in preference to any distribution of any of our assets to the holders of Common Stock and Common Stock Equivalents (as defined in
the Certificate of Designation, and which includes the Series A Preferred Stock) by reason of their ownership thereof, for each share
held an amount equal to the Stated Value (as defined in the Certificate of Designation), plus unpaid dividends or liquidated damages,
if any. The Series B Preferred Stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing the Stated Value by the Series B Conversion Price, subject to a minimum of $1.00.
We are entitled to redeem some or all of the outstanding shares of Series B Preferred Stock for cash in an amount equal to the Optional
Redemption Amount (as defined in the Certificate of Designation). The Series B Preferred Stock is entitled to certain protective provisions
and we may not take certain actions without the written consent of at least fifty one percent (51%) in Stated Value of the outstanding
shares of the Series B Preferred Stock, including, without limitation, amend, alter or repeal any provision of the Certificate of Incorporation
or the Bylaws that materially and adversely affects the rights of the Series B Preferred Stock, pay cash dividends or distributions on
Junior Securities (as defined in the Certificate of Designation), or repay, repurchase or offer to repay, or otherwise acquire more than
a de minimis number of shares of Common Stock, Common Stock Equivalents (as defined in the Certificate of Designation) or Junior Securities.
Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain
provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect
of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes
a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove
our management. In particular, our Certificate of Incorporation and our Bylaws and Delaware law, as applicable, among other things:
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provide
our Board with the ability to alter the Bylaws without stockholder approval (subject to rights of the holders of our preferred stock);
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provide
that special meetings of our stockholders may be called only by a majority of the directors, the Chairman of our Board or the Chief
Executive Officer;
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place
limitations on the removal of directors; and
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provide
that vacancies on our Board may be filled by a majority of directors in office, although less than a quorum.
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These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons
seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging
with us, which may cause the market price of our common stock to decline.
Advance
Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,
including proposed nominations of persons for election to our Board. Stockholders at any meeting will only be able to consider proposals
or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a stockholder
who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate
secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although
the Bylaws do not give our Board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other
business to be conducted at a special or annual meeting, the Bylaws may have the effect of precluding the conduct of certain business
at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation
of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
Interested
Stockholder Transactions. We may become subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business
combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined
as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period
following the date that such stockholder became an interested stockholder.
Limitations
on Liability, Indemnification of Officers and Directors and Insurance
The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors and our Certificate of Incorporation includes such an exculpation
provision. Our Certificate of Incorporation includes provisions that indemnify, to the fullest extent allowable under the DGCL, the personal
liability of directors or officers for monetary damages for actions taken as our director or officer or for serving at our request as
a director or officer or another position at another corporation or enterprise, as the case may be. Our Certificate of Incorporation
also provides that we must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking
from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation expressly authorizes us to carry directors’
and officers’ insurance to protect us, our directors, officers and certain employees from some liabilities. The limitation of liability
and indemnification provisions in our Certificate of Incorporation may discourage stockholders from bringing a lawsuit against directors
for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against
our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these
provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission
in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal
securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay
the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently
no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is sought.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been
informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone
number of VStock Transfer, LLC is (212) 828-8436.
Listing
Our
Common Stock is listed on The OTC Markets under the symbol “WIZD”.
PLAN
OF DISTRIBUTION
We
are registering the shares of Common Stock issuable upon exercise of the Warrants and the conversion of the Series B Preferred
Stock to permit the resale of these shares of Common Stock by the selling stockholders from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock other
than proceeds from the cash exercise of the Warrants, if exercised in cash. We will bear all fees and expenses incident to our
obligation to register the shares of Common Stock.
The
selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any
or all of their shares of Common Stock being offered under this prospectus on any stock exchange, market or trading facility on
which shares of our Common Stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The
selling stockholders may use any one or more of the following methods when disposing of shares:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resales by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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to
cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective
by the SEC;
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broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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a
combination of any of these methods of sale; and
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any
other method permitted pursuant to applicable law.
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The
shares may also be sold under Rule 144 under the Securities Act, if available, rather than under this prospectus. The selling
stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the
purchase price to be unsatisfactory at any particular time.
The
selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling
security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to
the extent permitted by applicable law.
If
sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective
amendment to the registration statement of which this prospectus is a part or a prospectus supplement. In the post-effective amendment
or the prospectus supplement, we would be required to disclose the names of any participating broker-dealers and the compensation
arrangements relating to such sales.
The
selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may
be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions
received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell
shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their
underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective
amendment to the registration statement of which this prospectus is a part.
The
selling stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus
will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation
M. These provisions may restrict activities of and limit the timing of purchases and sales of any of the shares by, the selling
stockholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and other activities with respect to those securities for a specified period of
time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations
may affect the marketability of the shares.
If
any of the shares of Common Stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under
this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement
is filed, naming such holders. We offer no assurance as to whether any of the selling stockholders will sell all or any portion
of the shares offered under this prospectus.
We
have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus.
However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses
they incur.
We
and the selling stockholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection
with this prospectus, including liabilities under the Securities Act.
LEGAL
MATTERS
The
validity of the shares of Common Stock offered hereby will be passed upon for us by DLA Piper LLP (US), Phoenix, Arizona. If the
securities are distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel
identified in the applicable prospectus supplement.
EXPERTS
The
consolidated balance sheets of Wizard Brands, Inc. as of December 31, 2020 and 2019, and the related consolidated statements of
operations, shareholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial
statements, have been incorporated by reference herein and in the registration statement.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-1 we filed with the SEC, under the Securities Act, and does not contain
all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts,
agreements or other documents, the reference may not be complete, and you should refer to the exhibits that are a part of the
registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a
copy of such contract, agreement or other document.
Because
we are subject to the information and reporting requirements of the Exchange Act, we file periodic reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov.
We also maintain a web site at www.wizardworld.com, through which you can access our SEC filings. The references to the SEC’s
website and our website do not constitute incorporation by reference of the information contained on, or that can be accessed
through, the websites, and you should not consider the contents of the websites in making an investment decision with respect
to our securities.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information that we incorporate by
reference is considered to be part of this prospectus. Because we are incorporating by reference our future filings with the SEC,
this prospectus is continually updated and those future filings may modify or supersede some or all of the information included
or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to
determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified
or superseded.
This
prospectus incorporates by reference the documents listed below that have been previously filed with the SEC:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 29, 2021; and
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our
Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on March 3, 2021 and April
2, 2021.
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We
also incorporate by reference all future documents (except as to any portion of any report or document that is not deemed filed
under such provisions) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to
the date of this prospectus and prior to the termination of the offering.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus
will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained
in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date
of this prospectus or the date of the documents incorporated by reference in this prospectus.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written
or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with
the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the
documents that this prospectus incorporates. You should direct oral or written requests by one of the following methods. Attention:
Investor Relations, Wizard Brands, Inc., 2700 Homestead Road, Park City, UT 84098, 650-525-0231. You may also access these documents,
free of charge on the SEC’s website at www.sec.gov or on the “Investor Relations” page of our website at www.wizardworld.com.
The information found on our website, or that may be accessed by links on our website, is not part of this prospectus. We have
included our website address solely as an inactive textual reference. Investors should not rely on any such information in deciding
whether to purchase our securities.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth the fees and expenses payable in connection with the registration of the securities hereunder. All
amounts are estimates except the SEC registration fee.
Item
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Amount to be paid
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SEC registration fee
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$
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6,946
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Printing expenses
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Legal fees and expenses
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50,000
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Accounting fees and expenses
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Total
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$
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56,946
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Item
14. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in
connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an
action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the
defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders
or disinterested directors or otherwise.
Our
Certificate of Incorporation and Bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to
indemnify.
The
Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:
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any
breach of the director’s duty of loyalty to the corporation or its stockholders;
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acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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payments
of unlawful dividends or unlawful stock repurchases or redemptions; or
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any
transaction from which the director derived an improper personal benefit.
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons
of ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid
by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
Item
15. Recent Sales of Unregistered Securities.
We
sold the securities described below within the past three years which were not registered under the Securities Act.
On
November 22, 2018, we issued 5,768,956 shares of preferred stock for settlement of the outstanding liabilities due to Bristol
Capital, LLC, an affiliate of Paul Kessler, a member of our Board of Directors, and Mr. John D. Maatta, former President and Chief
Executive Officer and a current member of our Board of Directors, totaling $709,506. The issuance was exempt from the registration
requirements of the Securities Act pursuant to Section 4(a)(2).
Effective
December 19, 2019, we entered into a securities purchase agreement with Barlock 2019 Fund, LP, for the sale of our securities,
comprised of (i) a $2,500,000 convertible debenture, convertible at a price of $0.125 per share, and (ii) warrants to acquire
6,000,000 shares of our Common Stock, at an exercise price of $0.125 per share. These securities issued to the purchaser were
not registered under the Securities Act and were issued and sold in reliance upon the exemption from registration contained in
Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
On
March 1, 2021, we issued shares of our Series A Preferred Stock as follows: 8,500 shares to Mr. Maatta in satisfaction of an aggregate
of $84,947.55 due and owing to Mr. Maatta under his Separation Agreement; 22,500 shares to Bristol Capital, LLC in satisfaction
of $225,000 due and owing to Bristol Capital, LLC for additional consulting services rendered and to be rendered by Mr. Kessler
from July 1, 2020 through April 1, 2021; 8,300 shares to Scott D. Kaufman, our Chief Executive Officer, in satisfaction of $83,333
of compensation payable to Mr. Kaufman under his Employment Agreement through April 1, 2021; and 4,000 shares to Heidi C. Bowman,
our Chief Financial Officer, in satisfaction of $40,000 of compensation payable to Ms. Bowman under her Employment Agreement through
April 1, 2021. Each share of our Series A Preferred Stock is convertible into a number of shares of our Common Stock determined
by dividing the aggregate stated value for the Series A Preferred Stock being converted (initially $10.00 per share, subject to
adjustment as set forth in the currently effective Series A Certificate of Designation) by the then-applicable conversion price
(initially $0.25 per share, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).
We issued the foregoing securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities
Act.
On
March 1, 2021, we issued warrants to purchase shares of Common Stock to our advisors and consultants as follows: two warrants
to purchase 100,000 shares vesting 50% per year over two years from and after March 1, 2021, with an exercise price of $0.50 per
share and a term of five years; and two warrants to purchase 100,000 shares vesting 50% per year over two years from and after
March 1, 2021, with an exercise price of $1.00 per share and a term of five years. We issued the foregoing securities in reliance
on the exemption from registration provided under Section 4(a)(2) of the Securities Act.
On
March 29, 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC,
pursuant to which, we issued in a private placement: (i) 5,000 shares of Series B Preferred Stock, convertible at the Series B
Conversion Price, subject to conversion price floor of $1.00; and (ii) a warrant to acquire 5,000 shares of the Series B Preferred
Stock at an exercise price of $1,000 per share of Series B Preferred Stock, which became exercisable immediately upon issuance
and which expires on March 26, 2023; and (iii) a warrant to acquire 5,000 shares of the Series B Preferred Stock at an exercise
price of $1,000 per share of Series B Preferred Stock, which became exercisable immediately upon issuance and which expires on
March 26, 2024. Pursuant to the terms of the 2021 Warrants, the Series B Preferred Stock issuable upon exercise of the 2021 Warrants
are automatically convertible into shares of Common Stock at the Series B Conversion Price. These securities were issued and sold
in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder.
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibit Index
Exhibit
No.
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Description
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3.1
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Amended
and Restated Certificate of Incorporation of Wizard Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q filed on August 14, 2020).
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3.2
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By-Laws
of GoENERGY, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed
on March 25, 2003).
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3.3
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s
Quarterly Report on Form 10-Q filed on August 14, 2020).
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3.4
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First
Amendment to the Bylaws of Wizard World, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report
on Form 10-Q, filed with the SEC on November 21, 2016).
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3.5
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Certificate
of Designation and Restatement of Rights, Preferences and Restrictions of Series A Preferred Stock (incorporated by reference
to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020).
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3.6
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Certificate
of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Secretary of State of the
State of Delaware on March 29, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K, filed on April 2, 2021).
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5.1*
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Opinion of DLA Piper LLP (US).
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10.1
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Form
of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K, filed on December 23, 2019).
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10.2
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Form
of 12% Senior Secured Convertible Debenture (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K, filed on December 23, 2019).
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10.3
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Form
of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December
23, 2019).
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10.4
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Form
of Security Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed
on December 23, 2019).
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10.5+
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Employment
Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Scott D.
Kaufman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).
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10.6+
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Employment
Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Heidi C.
Bowman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).
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10.7+
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Separation
Agreement entered into as of February 20, 2021 between Wizard Brands, Inc. and John D. Maatta (incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).
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10.8
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Securities
Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).
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10.9
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Registration
Rights Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).
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10.10
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Series
B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.3
to the Company’s Current Report on Form 8-K, filed on April 2, 2021).
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10.11
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Series
B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.4
to the Company’s Current Report on Form 8-K, filed on April 2, 2021).
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10.12
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Form
of Convertible Promissory Note, dated August 19, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K, filed with the SEC on August 30, 2011).
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21.1
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List
of Subsidiaries. (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed
with the SEC on April 17, 2017).
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23.1*
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Consent of MaughanSullivan LLC.
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23.2*
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Consent
of DLA Piper LLP (US) (included in Exhibit 5.1).
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24.1*
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Power
of Attorney (included in the signature page to this Registration Statement).
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+
Indicates management contract or compensatory plan or arrangement.
*
Filed herewith.
(b)
Financial Statement Schedules
All
schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth
in the consolidated financial statements and related notes thereto.
Item
17. Undertakings
(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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That
for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be
a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred
to by the undersigned Registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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(5)
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That
for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Park City, Utah on this April 21, 2021.
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WIZARD
BRANDS, INC.
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By:
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/s/
Scott D. Kaufman
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Name:
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Scott
D. Kaufman
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Title:
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTED, that each director and officer of Wizard Brands, Inc. whose signature appears below hereby appoints
Scott D. Kaufman, and each of them severally, acting alone and without the other, such person’s true and lawful attorney-in-fact
with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and
all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments,
including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements
relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) of the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Name
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Position
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Date
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/s/
Scott D. Kaufman
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Chief
Executive Officer, President and Chairman of the Board
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April
21, 2021
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Scott
D. Kaufman
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(Principal
Executive Officer)
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/s/
Heidi C. Bowman
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|
Chief
Financial Officer
|
|
April
21, 2021
|
Heidi
C. Bowman
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(Principal
Financial and Accounting Officer)
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/s/
Paul L. Kessler
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Director
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April
21, 2021
|
Paul
L. Kessler
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/s/
Greg Suess
|
|
Director
|
|
April
21, 2021
|
Greg
Suess
|
|
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/s/
Michael Breen
|
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Director
|
|
April
21, 2021
|
Michael
Breen
|
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/s/
John D. Maatta
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Director
|
|
April
21, 2021
|
John
D. Maatta
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