SEC Filing Summary: Wizard World, Inc. (Form 8-K)
Business Context and Reporting Period
This Form 8-K was filed by Wizard World, Inc. on December 23, 2011, reporting events occurring on December 21, 2011. The filing discloses a material definitive agreement involving a private placement of equity securities.
Key Financial Metrics
The filing details a capital raise transaction but does not provide comprehensive financial statements such as revenue, profit, cash flow, margins, or debt levels.
- Capital Raised: $250,000.00
- Shares Issued: 357,143 shares of common stock
- Subscription Price: $0.70 per share
- Par Value: $0.001 per share
Material Changes
The primary material change is the issuance of unregistered equity securities to a single investor, the Michael Mathews 2011 Children's GRAT (the "Trust"). Michael Mathews, the Company's Executive Chairman, is the beneficiary of the Trust. This transaction increases the company's outstanding share count and cash assets.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure regarding the exemption from registration. The transaction was executed under Section 4(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D, relying on the investor's status as an accredited investor with access to company information.
Investor Verification Checklist
- Verify the total number of outstanding shares post-transaction to assess dilution impact.
- Confirm the use of proceeds from the $250,000 capital raise.
- Review the full text of the Subscription Agreement for any covenants or restrictions not summarized in the 8-K.
- Check subsequent filings for any changes in the company's capital structure or liquidity position.
Note: The input metadata referenced "Prairie Operating Co.", but the filing text explicitly identifies the registrant as "Wizard World, Inc." This summary reflects the data found in the filing text.