SEC Filing Summary: Wizard Entertainment, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Wizard Entertainment, Inc., a Delaware corporation, on December 21, 2018, reporting events occurring on December 17, 2018. The filing addresses Item 3.02 regarding unregistered sales of equity securities. Note: The input metadata referenced "Prairie Operating Co.," but the filing text explicitly identifies the registrant as Wizard Entertainment, Inc.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to a specific transaction:
- Debt/Fee Cancellation: $709,581.51 in fees owed by the registrant were cancelled.
- Equity Issuance: 5,768,956 shares of non-interest bearing convertible preferred stock were issued.
- Conversion Rate: Shares are convertible into common stock on a 1-for-1 basis at a rate of $0.123 per common share (based on the closing price on November 21, 2018).
Material Changes
The primary material change is the reduction of liabilities through the cancellation of $709,581.51 in fees in exchange for the issuance of equity to two persons. This transaction altered the company's capital structure by increasing the number of outstanding preferred shares.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors beyond the standard disclosure of the transaction. The issuance was deemed exempt from registration under Section 4(2) of the Securities Act of 1933 because it was made to persons closely associated with the company and did not involve a public offering.
Investor Verification Checklist
- Verify the identity of the two persons who received the 5,768,956 shares to confirm their status as "closely associated" with the company.
- Confirm the nature of the $709,581.51 in fees that were cancelled (e.g., professional services, legal fees) to assess the impact on future operating expenses.
- Review the company's total outstanding share count to understand the dilution impact of the new preferred shares.
- Check subsequent filings for any conversion of these preferred shares into common stock.