Business Context and Reporting Period
This Form 8-K is a Current Report filed by Wizard World, Inc. (not Prairie Operating Co.) on July 14, 2016. The filing discloses material definitive agreements and executive appointments effective as of May 3, 2016, and July 14, 2016, respectively.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes and Executive Appointments
Appointment of CEO and Compensation
John D. Maatta was appointed President and Chief Executive Officer, effective May 3, 2016. His compensation package includes:
- Base Salary: $250,000 annually.
- Bonus: Discretionary annual bonus determined by the Compensation Committee.
- Term: Initial two-year term with automatic one-year renewals unless notice is given.
- Stock Options: 1,100,000 options granted with exercise prices ranging from $0.50 to $0.60. Vesting occurs quarterly through March 2018, with 300,000 options vesting solely upon a Change in Control.
Appointment of COO and Compensation
Randall S. Malinoff was appointed Executive Vice President and Chief Operating Officer, effective July 14, 2016. His compensation package includes:
- Base Salary: $225,000 annually.
- Bonus: Performance-based bonus at the Board's discretion.
- Term: Initial two-year term.
- Stock Options: 600,000 options granted with exercise prices ranging from $0.50 to $0.60. Vesting occurs quarterly through June 2018.
Additional Agreements
Mr. Maatta entered into a Non-Compete Agreement prohibiting competition within the United States during his employment and an Indemnification Agreement covering claims arising from his service for at least three years post-employment.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of market risks. Management commentary is limited to the Board's belief that Mr. Malinoff's experience in digital marketing and operations will help grow the Company. The primary contingency noted is the vesting of a significant portion of the CEO's options (300,000) contingent upon a "Change in Control."
Investor Verification Checklist
- Verify the total number of outstanding shares to assess the dilution impact of the 1.7 million new options granted to the CEO and COO.
- Confirm the current market price of the stock relative to the exercise prices ($0.50–$0.60) to determine if the options are in-the-money.
- Review the definition of "Change in Control" in the attached Employment Agreement to understand the trigger for immediate vesting of 300,000 CEO options.
- Monitor the execution of the formal employment agreement for Mr. Malinoff, which was intended to be finalized within 30 days of his appointment.