SEC Filing Summary: Wizard World, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Wizard World, Inc. (not Prairie Operating Co.) on April 5, 2012, covering events occurring on March 30, 2012. The filing details the closing of the first round of a Series A Cumulative Convertible Preferred Stock offering.
Key Financial Metrics and Transaction Details
- Capital Raised: $825,000 in Series A Preferred Stock from ten accredited investors.
- Warrants Issued to Investors: 412,500 warrants (ratio of one warrant per $2.00 invested).
- Conversion Terms: Series A Preferred converts to common stock at $0.40 per share; Warrants exercisable at $0.60 per share.
- Transaction Costs: $82,500 in commission fees and $24,750 in non-accountable expense fees paid to Network 1 Financial Securities, Inc.
- Finders' Warrants: 206,250 common stock purchase warrants issued to the placement agent at an exercise price of $0.40.
- Debt Conversion: $325,000 in Senior Convertible Debentures issued in December 2011 were mandatorily converted into 3,250 shares of Series A Preferred and 162,500 Warrants.
Material Changes
The primary material change is the increase in equity capital and the reduction of outstanding debt through the mandatory conversion of $325,000 in debentures. The filing does not provide comparative financial statements, revenue, profit, or cash flow data for the period.
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future outlook, specific risks, or contingencies beyond the standard disclosure that the securities were sold unregistered under Section 4(2) of the Securities Act of 1933. The securities are restricted and bear a legend pursuant to Rule 144, preventing immediate redistribution into the market.
Investor Verification Checklist
- Verify the total authorized amount of the Series A offering ($2,000,000) versus the amount closed in this round ($825,000).
- Confirm the dilution impact of the 412,500 investor warrants and 206,250 agent warrants.
- Review the full text of the Amended and Restated Certificate of Designations for specific rights and preferences of the Series A Preferred Stock.
- Check subsequent filings for the status of the remaining $1,175,000 of the intended offering.