Amended Statement of Beneficial Ownership (sc 13d/a)
December 15 2016 - 2:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Wizard
World, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
97751C100
(CUSIP
Number)
Amy
Wang, Esq.
Bristol
Capital Advisors, LLC
662
N. Sepulveda Blvd., Suite 300
Los
Angeles, CA 90049
(310)
331-8480
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
12, 2016
(Date
of Event which Requires Filing of this Statement)
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. [ ]
Note
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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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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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7.
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Sole
Voting Power
49,993,613*
*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
49,993,613*
*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
49,993,613*
*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)
72.95%
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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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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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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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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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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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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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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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The
following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned. This Amendment
No. 4 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 World, 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; and (v) pursuant to the Stock Purchase Agreement by and between Bristol and John Macaluso dated as of December
12, 2016 (the “JM Purchase Agreement”). 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.
Items
5 is hereby amended and restated as follows:
Item
5. Interest in Securities of the Issuer
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(a)
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As
of the date of the filing of this Amendment No. 4 to Schedule 13D, (i) Bristol owns 49,993,613 Shares, which represents approximately
72.95% of the Shares outstanding, based upon 68,535,036 Shares outstanding as of December 7, 2016, (ii) Bristol Capital, LLC
owns 489,000 Shares, which represents approximately 0.71% of the 68,535,036 shares outstanding as of December 7, 2016 (iii)
Paul Kessler owns 78,700 shares, which represents approximately 0.11% of the 68,535,036 shares outstanding as December 7,
2016, 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 7, 2016.
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(b)
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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.
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(c)
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During
the last sixty days, Bristol received 500,000 shares pursuant to the December 2016 Financing, 16,666,650 shares upon exercise
of a Series B warrant issued in the December 2016 Financing, and 8,490,213 shares pursuant to the JM Purchase Agreement. There
were no other transactions by the Reporting Persons during the last sixty days.
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(d)
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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.
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(e)
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Not
applicable.
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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:
December 15, 2016
BRISTOL
INVESTMENT FUND, LTD.
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Paul
Kessler, Director
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By:
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/s/
Paul Kessler
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BRISTOL
CAPITAL, LLC
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Paul
Kessler, Manager
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By:
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/s/
Paul Kessler
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PAUL
KESSLER, an individual
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By:
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/s/
Paul Kessler
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BRISTOL
CAPITAL ADVISORS PROFIT SHARING PLAN
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Paul
Kessler, Authorized Signatory
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By:
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/s/
Paul Kessler
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