Business Context and Reporting Period
This Form 8-K is a current report filed by Wizard World, Inc. (not Prairie Operating Co.) on January 5, 2017, covering events occurring on December 29, 2016. The filing details the entry into a material definitive consulting agreement and the appointment of Paul L. Kessler as Executive Chairman.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and equity grants.
- Monthly Consulting Fee: $18,750 payable to Bristol Capital, LLC.
- Retroactive Payment: Pro-rated fee for services rendered between September 1, 2016, and December 29, 2016.
- Equity Grant: Options to purchase up to 600,000 shares of common stock.
- Exercise Prices: Range from $0.50 to $0.60 per share.
Material Changes
The primary material change is the formalization of Paul L. Kessler's role as Executive Chairman via a new Consulting Services Agreement. This agreement establishes a fixed monthly compensation structure and a specific vesting schedule for stock options, replacing or supplementing prior informal arrangements.
Guidance, Outlook, and Risks
Management commentary indicates the Board believes Mr. Kessler's experience in capital formation and corporate governance will significantly contribute to the Company's growth. The agreement includes an automatic renewal mechanism for 90-day periods unless terminated with 30 days' notice. No specific financial guidance or risk factors regarding market conditions are disclosed in this filing.
Investor Verification Checklist
- Verify the total number of outstanding shares to assess the dilution impact of the 600,000 new options.
- Confirm the current market price of the stock relative to the $0.50–$0.60 exercise prices to determine if the options are in-the-money.
- Review the full text of the Consulting Services Agreement (Exhibit 10.1) for termination clauses and bonus criteria.
- Check subsequent filings for the actual payment of the retroactive fees and the vesting of the initial option tranches.