Business Context and Reporting Period
This Form 8-K is a current report filed by Wizard World, Inc. (not Prairie Operating Co.) on November 8, 2016. The filing discloses the entry into material definitive agreements related to the appointment of Randall S. Malinoff as Executive Vice President and Chief Operating Officer, effective July 14, 2016.
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.
- Base Salary: $225,000 annually.
- Equity Grant: 600,000 non-qualified stock options.
- Option Exercise Prices: Ranging from $0.50 to $0.60 per share.
Material Changes
The primary material change is the formalization of the employment relationship with Mr. Malinoff through a suite of agreements dated November 8, 2016, retroactively effective to July 14, 2016. This includes:
- Employment Term: Initial two-year term with automatic one-year extensions unless notice is given 60 days prior to expiration.
- Equity Structure: Options vest in tranches of 75,000 shares over an 18-month period (November 2016 to June 2018).
- Legal Protections: Execution of non-compete, non-solicitation, and indemnification agreements.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the dilution of existing shareholders due to the unregistered sale of 600,000 equity securities, which qualified for exemption under Section 4(a)(2) of the Securities Act of 1933. Additionally, the options vest immediately upon a "Change in Control."
Investor Verification Checklist
- Verify the current market price of Wizard World, Inc. common stock relative to the option exercise prices ($0.50–$0.60).
- Confirm the total authorized share count to assess the dilution impact of the 600,000 new options.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific performance metrics tied to the discretionary annual bonus.
- Check for any subsequent filings regarding the vesting status of these options or changes in Mr. Malinoff's employment status.