Business Context and Reporting Period
This Form 8-K is filed by Wizard Entertainment, Inc. (not Prairie Operating Co. as indicated in metadata) for the reporting period of October 16, 2018. The filing discloses the entry into a material definitive agreement regarding board compensation and the unregistered sale of equity securities.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on equity compensation and issuance details.
Material Changes and Transactions
- Board Compensation Agreement: On October 16, 2018, the company agreed to compensate five board members for past, uncompensated service.
- Equity Issuance: A total of 1,600,000 shares of restricted common stock were issued to the five board members.
- Option Grants:
- Gregory Suess: 300,000 options + 400,000 restricted shares.
- Michael Breen: 300,000 options + 200,000 restricted shares.
- Jordan Schur: 300,000 options + 200,000 restricted shares.
- John D. Maatta: 400,000 restricted shares (no options).
- Paul Kessler: 400,000 restricted shares (no options).
- Vesting and Pricing: Options vest ratably over 12 months. The exercise price will be set on the vesting date equal to the closing price on the date of the most recent board meeting.
- Future Cash Compensation: Going forward, board members will receive $750/month, plus $1,000 for in-person meetings, and $250-$500 for telephonic meetings.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard disclosure of unregistered securities. The issuance of shares was exempt from registration under Section 4(2) of the Securities Act of 1933 as it was made to persons closely associated with the company without a public offering.
Investor Verification Checklist
- Verify the total number of authorized shares and the impact of the 1.6 million new shares on existing shareholder dilution.
- Confirm the closing stock price on the date of the most recent board meeting to determine the future exercise price of the granted options.
- Review the company's capitalization table to assess the ownership percentage of the five board members post-issuance.
- Check for any subsequent filings regarding the vesting schedule or cash compensation payments.