7900 | 98-0357690 | |||
(State or other incorporation or | (Primary Standard Industrial Classification Code Number) | ( Identification Number) |
2700 Homestead Road, Park City, UT 84098
Tel: 650-525-0231
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
VCORP SERVICES, LLC
1013 Centre Road, Suite 403-B, Wilmington, DE 19805
Tel: (212) 828-8436
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven D. Pidgeon, Esq.
DLA Piper LLP (US)
2525 East Camelback Road
Esplanade II, Suite 1000
Phoenix, AZ 85016-4232
Tel: +1 480 606 5124
Approximate Date Of Proposed Sale To The Public: From timedate of commencement of proposed sale to timethe public: As soon as practicable after this registration statement becomesis declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectusthis Form is expected to be madea post-effective amendment filed pursuant to Rule 434,462(d) under the Securities Act, check the following box. o
Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per share (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee | |||||||||
| Common stock | 549,550 | $ | 0.05 | $ | 27,477.50 | $ | 8.40 | ||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [X] | Smaller reporting company | [X] |
| [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered | Amount Being Registered(1) | Proposed Maximum Offering Price per Security(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||||||||||
| Common Stock, $0.0001 par value per share (3) | 16,200,000 | $ | 3.93 | $ | 63,666,000 | $ | 6,945.97 | |||||||||
| Total | 16,200,000 | $ | 3.93 | $ | 63,666,000 | $ | 6,945.97 | |||||||||
(1) This registration statement also includes an indeterminate number of securities that may become offered, issuable or sold to prevent dilution resulting from stock splits, stock dividends and similar transactions, which are offering allincluded pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, based upon the average of the bid and asked prices of the common stock as reported on the OTC Markets on April 19, 2021.
(3) Consists of (i) 10,800,000 shares of common stock offered throughissuable upon the automatic conversion of the Series B Preferred Stock issuable upon the exercise of warrants issued in a private placement in March 2021 (the “March 2021 Private Placement”) and (ii) up to 5,400,000 shares of common stock issuable upon the conversion of the Series B Preferred Stock issued in the March 2021 Private Placement.
The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
(Subject to Completion, Dated April 21, 2021)
Wizard Brands, Inc.
16,200,000 Shares of Common Stock
This prospectus relates to the resale, by the selling stockholders identified in this prospectus, of up to an aggregate of 16,200,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 10,800,000 shares of Common Stock issuable upon the automatic conversion of the Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), issuable upon the exercise of warrants (“Warrants”) issued in a private placement in March 2021 (the “March 2021 Private Placement”) and (ii) up to 5,400,000 shares of Common Stock issuable upon conversion of the Series B Preferred Stock issued in the March 2021 Private Placement.
The selling stockholders are identified in the table on page 13 of this prospectus. We will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders. All net proceeds from the sale of the shares of Common Stock covered by this offering.
The selling shareholders willstockholders may sell all or a portion of the shares of Common Stock from time to time in market transactions through any market on which our shares of Common Stock are then traded, in negotiated transactions or otherwise, and at $0.05 per share until our shares are quotedprices and on terms that will be determined by the OTC Bulletin Board, if ever, and thereafter atthen prevailing market price or at negotiated prices directly or privately negotiated prices. Thisthrough a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”
Our Common Stock is listed on The OTC Markets under the symbol “WIZD.” On April 19, 2021, the last reported sale price of our Common Stock was arbitrarily determined by management.$3.69 per share.
Investing in our securities involves a high degree of risk. The offering price was not established through any consideration of actual book value, earnings per share, past operating history, recent sales transactions, or any other recognized criteria of value. This offering will terminate uponrisks are described in the earlier of (i) the date on which all selling shareholders have sold their shares, (ii) the first anniversary of the date of this prospectus, or (iii) we decide to terminate the registration of the shares.
Neither the Securities and Exchange Commission (“SEC”) nor any State Securities Commissionstate securities commission has approved or disapproved of these securities or passed upon the adequacyaccuracy or accuracyadequacy of this prospectus.prospectus supplement. Any representation to the contrary is a criminal offense.
The date of the registration statement.this prospectus is , 2021.
TABLE OF CONTENTS
| 1 | |
| THE OFFERING | 4 |
| RISK FACTORS | 5 |
| CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS | 6 |
| USE OF PROCEEDS | 7 |
| DETERMINATION OF OFFERING PRICE | |
| SELLING | |
| 9 | |
| 13 | |
| 14 | |
This prospectus is part of a registration statement that we filed with the effective date, all dealers that effect transactions in these securities, whether orSEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not participatingcontained in this offering,prospectus. You may be requiredread the registration statement and the other reports we file with the SEC at the SEC’s website described below under the heading “Where You Can Find More Information.”
You should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus. We have not authorized anyone to deliver a prospectus. Thisprovide you with information that is in addition to or different from that contained in, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate as of the dealers’ obligationsdate on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither we, nor the selling stockholder, are offering to deliversell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.
Unless the context otherwise requires, references to “we,” “our,” “us” or the “Company” in this prospectus mean Wizard Brands, Inc. on a consolidated basis with its subsidiaries, as applicable. Our logo and all product names are our common law trademarks. Solely for convenience, trademarks and tradenames referred to in this prospectus when acting as underwritersmay appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and with respect to their unsold allotments or subscriptions.tradenames.
| 1 |
SUMMARY
Overview
Prior to the onset of COVID-19, we produced live pop culture conventions (“Comic Conventions”) across the United States providing a social networking and entertainment venue for enthusiasts of movies, TV shows, video games, technology, toys, social networking, gaming, comic books, and graphic novels. Our Comic Conventions have provided an opportunity for companies in the entertainment, toy, gaming, publishing and retail business to carry out sales, marketing, product promotion, public relations, advertising, and sponsorship efforts. However, with the advent of COVID-19, we have not been able to produce a live event since March 8, 2020. Many events that had been planned for 2020 after March 8, 2020, were postponed indefinitely. The timing of when live events can be resumed is dependent upon the progression of the COVID-19 pandemic, the availability and effectiveness of the vaccines that have been introduced and the imposition of governmental authority either allowing or disallowing the mounting of live events.
Our target audience includes men and women in the 18 to 34-year-old demographic, together with families of all ages who are fans of various types of entertainment and media, including movies, music, toys, video games, consumer electronics, computers, and lifestyle products (e.g., clothes, footwear, digital devices, and mobile phones). We continuously review our existing operations and procedures relating to our Comic Conventions to ensure that we produce the best possible fan experience at our Comic Conventions and maximize revenue while containing costs.
Following our last live event in Cleveland, Ohio in early March 2020, we transitioned nimbly to a Virtual Event Format that went from concept to execution in three weeks, with our first virtual event held on March 31, 2020. Since March 31, 2020, we have broadcast over 200 interactive virtual events across three platforms: Twitch, Facebook and YouTube. Programming has included celebrity cast reunions and game shows, concerts, workshops and how-to classes, gaming with celebrities, cosplay contests, fan panels and more.
To augment our move into digital programming, in the first quarter of 2020, we launched an e-commerce site, Wizard World Vault (the “Vault”), which features the best in pop culture memorabilia from the Wizard World Live and virtual events, along with items from the top artists and exhibitors in the memorabilia world. The Vault is a collection of autographed photographs, memorabilia and one-of-a-kind collectibles that are offered for sale via e-commerce. The Vault, which launched at or about the same time as the Virtual Experiences, has already proven to be a popular source of celebrity memorabilia among fans of motion pictures and television programming. Included in the Vault is inventory which includes stock from our inventory of merchandise, consignment inventory, and merchandise that is being sourced for sale by us. Wizard World and Vault are reaching an average of 1.5 million people weekly through our platforms – with enormous potential for upselling and cross-merchandising.
On April 28, 2020, we, through one of our wholly-owned operating subsidiaries, acquired the assets of the creator of the Jevo machine, which is a patent-protected first-mover application for the creation of gelatin shots. With Jevo, we have diversified our revenue generation capabilities by manufacturing, marketing and selling Jevo units and related consumables, both nationally and internationally, to bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments that serve beverages (both alcoholic and non-alcoholic) to the public. In addition to food and beverage applications, we have identified other market segments where the Jevo units can be marketed including, but not limited to, the healthcare and cannabis industries. The Company intends to resume the manufacturing of the Jevo units with a target of producing new Jevo machines in the second quarter of 2021.
March 2021 Private Placement
On March 29, 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC, pursuant to which, we issued in a private placement: (i) 5,000 shares of Series B Preferred Stock, convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of (x) $4.52 and (y) 85% of the variable weighted average price of the Common Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00; and (ii) a warrant to acquire 5,000 shares of Series B Preferred Stock at an exercise price of $1,000 per share, which became exercisable immediately upon issuance and which expires on March 26, 2023; and (iii) a warrant to acquire 5,000 shares of Series B Preferred Stock at an exercise price of $1,000 per share, which became exercisable immediately upon issuance and which expires on March 26, 2024. Pursuant to the terms of the 2021 Warrants, the Series B Preferred Stock issuable upon exercise are automatically convertible into shares of Common Stock at the Series B Conversion Price. The foregoing description of the March 2021 Private Placement and the securities issued in such financing are qualified in its entirety by reference to the applicable agreements furnished as exhibits to our Current Report on Form 8-K relating to the March 2021 Private Placement and the Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”).
| 2 |
Company Information
Wizard Brands, Inc. (formerly known as) Wizard Entertainment, Inc., Wizard World, Inc. and GoEnergy, Inc., was incorporated in Delaware on May 2, 2001. We were initially involved in oil and gas exploration but ceased operations and abandoned any interests we had in such properties. On December 7, 2010, we entered into a Share Purchase and Share Exchange Agreement among us, an entity known as “Conventions” which was our former majority stockholder and shareholders of Conventions, under which Conventions became our wholly owned subsidiary. On August 27, 2014, we entered into a Joint Venture and Operating Agreement for a forty-seven and one half percent (47.5%) interest in CON TV, LLC (“CONtv”), with Cinedigm Entertainment Corp. (“Cinedigm”), ROAR, LLC and Bristol Capital, LLC. On November 16, 2015, the parties entered into an Amended and Restated Operating Agreement, effective as of July 1, 2015, which, among other things, restructured the business relationship between us and Cinedigm with respect to the ownership and operation of CONtv. Under that agreement, we greatly reduced and limited our obligations to the venture, while retaining a ten percent (10%) membership interest in CONtv. On December 29, 2014, we and a member of our Board of Directors (the “Board”) formed Wiz Wizard, LLC (“Wiz Wizard”) in the State of Delaware. On February 4, 2016, such member of the Board assigned his fifty percent (50%) membership interest to us. Consequently, Wiz Wizard became our wholly-owned subsidiary, which was subsequently dissolved in March 2019. On April 10, 2015, we and a third-party formed ButtaFyngas, LLC. We own fifty percent (50%) of the membership interests of ButtaFyngas, LLC, which is currently inactive. In 2018, we changed our name from Wizard World, Inc. to Wizard Entertainment, Inc. On July 29, 2020, we changed our name from Wizard Entertainment, Inc. to Wizard Brands, Inc.
Our principal executive offices are located at 2700 Homestead Road, Park City, UT 84098, and our telephone number is 650-525-0231. Our website address is www.wizardworld.com. The information on our website is not part of this prospectus. We have included our website address as an inactive textual reference and do not intend it to be an active link to our website.
| 3 |
| Shares Offered | Up to 16,200,000 shares of Common Stock, consisting of (i) 10,800,000 shares of Common Stock issuable upon the automatic conversion of the Series B Preferred Stock issuable upon the exercise of the 2021 Warrants and (ii) up to 5,400,000 shares of Common Stock issuable upon the conversion of the Series B Preferred Stock issued in the March 2021 Private Placement. | |
Shares of Common Stock Outstanding prior to this Offering | 3,506,752 shares of Common Stock. | |
| Use of Proceeds | We will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders. All net proceeds from the sale of the shares of Common Stock covered by this prospectus will go to the selling stockholders. However, we may receive the proceeds from any exercise of the Warrants if the holders do not exercise the Warrants on a cashless basis. See the section of this prospectus titled “Use of Proceeds.” | |
The OTC Markets Ticker Symbol | WIZD | |
| Risk factors | Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 9 of this prospectus. |
Unless otherwise indicated, the number of shares of Common Stock outstanding prior to and after this offering is based on 3,506,752 shares of Common Stock outstanding as of March 29, 2021, and excluded as of such date:
| ● | 789,250 shares of Common Stock issuable upon exercise of outstanding options under our 2020 Incentive Stock and Award Plan, 2016 Incentive Compensation and Award Plan and 2011 Incentive Compensation and Award Plan at a weighted exercise price of $1.75; | |
| ● | An aggregate of 4,210,750 shares of Common Stock reserved for potential future issuance pursuant to our 2020 Incentive Stock and Award Plan and 2016 Incentive Stock and Award Plan; | |
| ● | 8,690,690 shares of Common Stock reserved for potential future issuance pursuant to conversion of our Series A Preferred Stock; | |
| ● | 16,200,000 shares of Common Stock reserved for potential future issuance pursuant to conversion of our Series B Preferred Stock; | |
| ● | 25,501,918 shares of Common Stock reserved for potential future issuance pursuant to conversion of the $2.5 million convertible debenture; and | |
| ● | 10,300,000 shares of Common Stock issuable upon the exercise of warrants outstanding. |
Unless otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or warrants described above and gives retroactive effect to the 1-for-20 reverse stock split effected on January 23, 2020.
| 4 |
An investment in our securities involves a high degree of risk, you should carefully consider the risk factors set forth in our most recent Annual Report on Form 10-K on file with the SEC, which is incorporated by reference into this prospectus, as well as the following risk factor, which supplements or augments the risk factors set forth in our Annual Report on Form 10-K. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
| Three months ended October 31, 2007 | Fiscal Year Ended July 31 | |||||||||
| (unaudited) | 2007 | 2006 | ||||||||
Operating Statement Data: | ||||||||||
| Revenues | $ | 0 | $ | 0 | $ | 0 | ||||
| Expenses | $ | 3,748 | 71,581 | 490 | ||||||
| Net Profit (Loss) | ($3,748 | ) | (71,581 | ) | (405 | ) | ||||
Balance Sheet Data: | ||||||||||
| Total Assets | $ | 2,412 | $ | 1,160 | $ | 63,703 | ||||
| Total Liabilities | $ | 55,000 | 50,000 | 54,254 | ||||||
| Common stock | 4,319,893 | 4,319,893 | 4,319,893 | |||||||
| Shareholders’ Equity (Deficit) | (52,588 | ) | (48,840 | ) | 9,449 | |||||
The sale of a substantial amount of our shares of Common Stock, including the resale of the shares issuable upon the exercise of the Warrants and conversion of the shares of Series B Preferred Stock held by the selling stockholders in the public market could adversely affect the prevailing market price of the Common Stock.
We are registering for resale 10,800,000 shares of Common Stock issuable upon the exercise of the Warrants and up to an aggregate of 5,400,000 shares of Common Stock issuable upon the conversion of the Series B Preferred Stock held by the selling stockholders. Sales of substantial amounts of shares of Common Stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our Common Stock, and the market value of our stock could go down. This means you could lose all or a part of your investment.
| 5 |
This prospectus, including the documents that are offering allincorporated by reference, contain “forward-looking statements” within the meaning of the 549,550 sharessafe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of common stock offered through this prospectus. These shares were acquired from us1995 (set forth in a private placement that was exempt from registration under Regulation SSection 27A of the Securities Act of 1933, during the months of March and April 2001.
Ownership Before Offering | Ownership After Offering | |||||||||||||||
Name | Shares | Percentage of class | Shares to be offered | Shares | Percentage | |||||||||||
| Atkinson, Kathe | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Barker, Kati | 20,000 | 0.46 | % | 7,000 | 13,000 | 0.30 | % | |||||||||
| Dalke, Traugott | 20,000 | 0.46 | % | 7,000 | 13,000 | 0.30 | % | |||||||||
| Gilliland, E. | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Gray, Peter and Moira | 26,293 | 0.61 | % | 9,250 | 17,043 | 0.39 | % | |||||||||
| Grenier, Simone | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Grohmueller, Reinhard | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Harmat, Edith | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Hartmann, Anne-Marie | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Henne, Karen | 6,000 | 0.14 | % | 2,100 | 3,900 | 0.09 | % | |||||||||
| Hotchen, Edna | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Irving, Dean | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Judd, Derek | 40,000 | 0.93 | % | 14,000 | 26,000 | 0.60 | % | |||||||||
| Jurlsen, Neil | 4,200 | 0.10 | % | 1,500 | 2,700 | 0.06 | % | |||||||||
| Kennedy, Suzanne | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| McCulloch, Kevin | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Miller, Diane | 4,000 | 0.09 | % | 1,400 | 2,600 | 0.06 | % | |||||||||
| Moran, Michael | 50,000 | 1.16 | % | 17,500 | 32,500 | 0.75 | % | |||||||||
| Moran, Tom | 50,000 | 1.16 | % | 17,500 | 32,500 | 0.75 | % | |||||||||
| Nicholls, Adele | 20,000 | 0.46 | % | 7,000 | 13,000 | 0.30 | % | |||||||||
| Nyliram Enterprises Ltd. (a) | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Oger, David | 200,000 | 4.63 | % | 70,000 | 130,000 | 3.01 | % | |||||||||
| Penner, Ann | 6,000 | 0.14 | % | 2,100 | 3,900 | 0.09 | % | |||||||||
| Read, Gail | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Sabell, Peter | 20,000 | 0.46 | % | 7,000 | 13,000 | 0.30 | % | |||||||||
| Scarfe, Vera | 40,000 | 0.93 | % | 14,000 | 26,000 | 0.60 | % | |||||||||
| Scott, Eric | 4,000 | 0.09 | % | 1,400 | 2,600 | 0.06 | % | |||||||||
| Shephard, Dudley | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Skaaning, Suzanne | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
| Sloan, Richard | 4,400 | 0.10 | % | 1,550 | 2,850 | 0.07 | % | |||||||||
| Starling, Norman | 20,000 | 0.46 | % | 7,000 | 13,000 | 0.30 | % | |||||||||
| Starling, Richard | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Walton, Peter | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Watkins, Susan | 10,000 | 0.23 | % | 3,500 | 6,500 | 0.15 | % | |||||||||
| Watt, John | 40,000 | 0.93 | % | 14,000 | 26,000 | 0.60 | % | |||||||||
| Watt, Nina | 5,000 | 0.12 | % | 1,750 | 3,250 | 0.08 | % | |||||||||
| Wilkinson, Jack | 100,000 | 2.31 | % | 35,000 | 65,000 | 1.50 | % | |||||||||
Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in this prospectus, in our Annual Report on Form 10-K or any of our other filings with the SEC that is incorporated by reference herein. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:
| ● | the availability and adequacy of cash flow to meet our requirements; | |
| ● | economic, competitive, demographic, business and other conditions in the our local and regional markets; | |
| ● | changes in our business and growth strategy; | |
| ● | changes or developments in laws, regulations or taxes in the entertainment industry; | |
| ● | actions taken or not taken by third-parties, including our contractors and competitors; | |
| ● | the availability of additional capital; and | |
| ● | other factors discussed under the section entitled “Risk Factors” or elsewhere in the Annual Report on Form 10-K. |
The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this prospectus and the regulationsdocuments that we reference herein and have filed as exhibits to the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the Securities and Exchange Commission promulgated there under, requiredate hereof. Because the risk factors referred to in this prospectus, in our directors, executive officers and persons who own more than 10% of a registered classAnnual Report on Form 10-K or any of our equity securities to file reports of ownership and changes in ownershipother filings with the SecuritiesSEC, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is made, and Exchange Commission,we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and provideit is not possible for us with copiesto predict which factors will arise. In addition, we cannot assess the impact of such reports.each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.
| 6 |
We will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders. All net proceeds from the sale of the shares of Commons Stock covered by this prospectus will go to the selling stockholders. We expect that the selling stockholders will sell their shares of Common Stock as described under “Plan of Distribution.”
We may receive proceeds from the exercise of the Warrants and issuance of the warrant shares to the extent that the Warrants are exercised for cash. The Warrants, however, are exercisable on a reviewcashless basis only under certain circumstances. If the Warrants are exercised for cash in full, the gross proceeds would be approximately $10.0 million. We intend to use the net proceeds from the exercise of the copiesWarrants, if any, for general corporate purposes and working capital.
Pending any use, as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities. We can make no assurances that the Warrants will be exercised, or if exercised, that they will be exercised for cash, the quantity which will be exercised or in the period in which they will be exercised.
| 7 |
DETERMINATION OF OFFERING PRICE
The selling stockholders will determine at what price they may sell the securities offered by this prospectus, and such sales may be made at fixed prices, prevailing market prices at the time of the reports furnishedsale, varying prices determined at the time of sale, or negotiated prices. For more information, see “Plan of Distribution.”
| 8 |
The shares of Common Stock being offered by the selling stockholders are those shares of Common Stock issuable upon the exercise of the Warrants and conversion of the Series B Preferred Stock previously issued in connection with our private placement that closed in March 2021. For additional information on the private placements and regarding the issuance of the securities in such private placement, see “Prospectus Summary – March 2021 Private Placement.” We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares of Common Stock for resale from time to time. Except for the ownership of the Warrants and Series B Preferred Stock issued, the selling stockholders have not had any material relationship with us or written representations that no reports were required to be filed, we believe that duringwithin the fiscal year ended July 31, 2006 all Section 16(a) filing requirements applicable to our directors, officers,past three years.
The table below lists the selling stockholders and greater than 10% beneficial owners were complied with.
| Selling Stockholder | Number of Shares of Common Stock Owned Prior to Offering | Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus | Number of Shares of Common Stock Owned After the Offering | Percentage of Shares of Common Stock Owned After the Offering | ||||||||||||
| Leviston Resources LLC | 16,200,000 | (1) | 16,200,000 | (1) | - | - | ||||||||||
| (1) | Represents 10,800,000 shares of Common Stock issuable upon exercise of the Warrants and 5,400,000 shares of Common Stock issuable upon conversion of the Series B Preferred Stock. |
| 9 |
The following is a brief description of our Common Stock and, investment power with respect to the numberextent the rights of shares indicated as beneficially ownedthe Series A Preferred Stock and Series B Preferred Stock may materially limit or qualify the rights evidenced by them.our Common stock beneficially ownedStock, we describe our Series A Preferred Stock and percentage ownershipSeries B Preferred Stock. This description of the terms of our Common Stock does not purport to be complete and is based on 4,319,893 shares outstanding on October 31, 2007. There are no outstanding options which are exercisable or will be exercisable within 60 days after October 31, 2007.
Name and Address | Number of Shares Beneficially Owned | Percent of Class | ||
Strato Malamas (1) # 2129 - 4951 Netarts Highway West Tillamook Oregon 97141 - 9467 | 2,750,000 | 64% | ||
James Michael Stewart (1) 650 Timber Way Highland Village, Texas 76067 | 0 | 0% | ||
| All Officers and Directors (2 in number) | 2,750,000 | 64% |
As of March 29, 2021, our authorized share capital stock consists of 80,000,000100,000,000 shares of common stock at a par valueCommon Stock, of $0.0001 per share and 20,000,000which 3,506,752 were outstanding, 5,000,000 shares of preferred stock, at a par value of $0.0001 per share.
We implemented a 1-for-20 reverse stock split of our common stock issuedoutstanding shares of Common Stock that was effective on January 23, 2020. All share and outstanding that were held by 38 stockholdersrelated option and warrant information presented in this prospectus have been retroactively adjusted to reflect the reduced number of record.
Common Stock
Holders of our common stockCommon Stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Holders of a majority of the shares voting for the election of directors can elect all of the directors.voting. Holders of our stock representing a majorityCommon Stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds. However, the voting powercurrent policy of our capital stock issued, outstandingBoard is to retain earnings, if any, for our operations and entitled to vote, represented in personexpansion. Upon liquidation, dissolution or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote bywinding-up, the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger, or an amendment to our Articles of Incorporation. Common and preferred stock do not vote as separate classes.
Preferred Stock
Under the terms of the Certificate of Incorporation, our Board is expressly granted authority to authorize the issuance from time to time of shares of preferred stock in one or more series, for such consideration and for such corporate purposes as our Board may from time to time determines, and by filing a certificate pursuant to applicable law of the State of Delaware to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent permitted by the Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof.
LiquidationSeries A Preferred Stock
Holders of our Series A Preferred Stock are entitled to the number of votes per share equal to 2,000 shares of Common Stock. Holders of our Series A Preferred Stock are entitled to receive a cumulative dividend on each share of Series A Preferred Stock issued and outstanding at the rate of twelve percent (12%) per annum on the Aggregate Stated Value (as defined in the Certificate of Designation and Restatement of Rights,. Preferences and restrictions of Series A Preferred Stock, the “Series A Certificate of Designation”) then in effect, payable quarterly on January 1, April 1, July 1 and October 1. Such dividend is payable in cash but may be paid in shares of Common Stock in our sole discretion if the shares of Common Stock are listed on a national securities exchange. In the event of aany liquidation, dissolution or winding up each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock.
| 10 |
Series B Preferred Stock
Holders of our stock representing a majority of theSeries B Preferred Stock have no voting powerrights. Holders of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger, or an amendment to our Articles of Incorporation.
Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate of Incorporation and our Bylaws and Delaware law, as applicable, among other things:
| ● | provide our Board with the ability to alter the Bylaws without stockholder approval (subject to rights of the holders of our preferred stock); | |
| ● | provide that special meetings of our stockholders may be called only by a majority of the directors, the Chairman of our Board or the Chief Executive Officer; | |
| ● | place limitations on the removal of directors; and | |
| ● | provide that vacancies on our Board may be filled by a majority of directors in office, although less than a quorum. |
These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicableto decline.
Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders, including proposed nominations of persons for election to our preferred stock.Board. Stockholders at any meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
Interested Stockholder Transactions. We may become subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that such stockholder became an interested stockholder.
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Limitations on Liability, Indemnification of Officers and Directors and Insurance
The DGCL authorizes corporations to limit or eliminate the personal liability of directors are indemnifiedto corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as provided by the Delaware Revised Statutesdirectors and our bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number of VStock Transfer, LLC is (212) 828-8436.
Listing
Our Common Stock is listed on The OTC Markets under the symbol “WIZD”.
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We are registering the shares of Common Stock issuable upon exercise of the Warrants and the conversion of the Series B Preferred Stock to permit the resale of these shares of Common Stock by the selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock other than proceeds from the cash exercise of the Warrants, if exercised in cash. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.
The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our Common Stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when disposing of shares:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resales by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC; | |
| ● | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; | |
| ● | a combination of any of these methods of sale; and | |
| ● | any other method permitted pursuant to applicable law. |
The shares may also be sold under Rule 144 under the Securities Act, if available, rather than under this prospectus. The selling stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.
The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.
If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to indemnifyfile a post-effective amendment to the registration statement of which this prospectus is a part or a prospectus supplement. In the post-effective amendment or the prospectus supplement, we would be required to disclose the names of any directorparticipating broker-dealers and the compensation arrangements relating to such sales.
The selling stockholders and any broker-dealers or officeragents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any proceeding (or part thereof) initiatedprofit on the resale of the shares purchased by such person unless:
The selling stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of and limit the timing of purchases and sales of any of the shares by, law;
If any of the shares of Common Stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the powers vestedselling stockholders will sell all or any portion of the shares offered under this prospectus.
We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur.
We and the selling stockholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.
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The validity of the shares of Common Stock offered hereby will be passed upon for us by DLA Piper LLP (US), Phoenix, Arizona. If the securities are distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.
The consolidated balance sheets of Wizard Brands, Inc. as of December 31, 2020 and 2019, and the related consolidated statements of operations, shareholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial statements, have been incorporated by reference herein and in the registration statement.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement on Form S-1 we filed with the SEC, under Delaware law;the Securities Act, and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or
Because we are subject to the information and reporting requirements of the Exchange Act, we file periodic reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. We also maintain a web site at www.wizardworld.com, through which you can access our SEC filings. The references to the SEC’s website and our website do not constitute incorporation by reference of the information contained on, or that can be accessed through, the websites, and you should not consider the contents of the websites in making an investment decision with respect to our securities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information that we incorporate by reference is requiredconsidered to be madepart of this prospectus. Because we are incorporating by reference our future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some or all of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded.
This prospectus incorporates by reference the documents listed below that have been previously filed with the SEC:
| ● | our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 29, 2021; and | |
| ● | our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on March 3, 2021 and April 2, 2021. |
We also incorporate by reference all future documents (except as to any portion of any report or document that is not deemed filed under such provisions) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the bylaws.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
We will advanceprovide without charge to each person, including any person who wasbeneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You should direct oral or written requests by one of the following methods. Attention: Investor Relations, Wizard Brands, Inc., 2700 Homestead Road, Park City, UT 84098, 650-525-0231. You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on the “Investor Relations” page of our website at www.wizardworld.com. The information found on our website, or that may be accessed by links on our website, is not part of this prospectus. We have included our website address solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our securities.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses payable in connection with the registration of the securities hereunder. All amounts are estimates except the SEC registration fee.
| Item | Amount to be paid | |||
| SEC registration fee | $ | 6,946 | ||
| Printing expenses | - | |||
| Legal fees and expenses | 50,000 | |||
| Accounting fees and expenses | - | |||
| Total | $ | 56,946 | ||
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a partycorporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,proceedings, whether civil, criminal, administrative or investigative other than an action by reasonor in the right of the fact that he is or wascorporation, a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amountsderivative action, if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.
Our Certificate of Incorporation and Bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.
The Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
| ● | any breach of the director’s duty of loyalty to the corporation or its stockholders; | |
| ● | acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; | |
| ● | payments of unlawful dividends or unlawful stock repurchases or redemptions; or | |
| ● | any transaction from which the director derived an improper personal benefit. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933may be permitted to directors, officers or controlling persons controlling usof ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
| October 31 | July 31 | ||||||
| 2007 | 2007 | ||||||
ASSETS | |||||||
Current Assets | |||||||
| Cash and cash equivalents | $ | 2,412 | $ | 1,160 | |||
| Prepaid Expenses | - | - | |||||
| TOTAL CURRENT ASSETS | 2,412 | 1,160 | |||||
Promissory note receivable (Note 5) | - | - | |||||
| Less: discount to fair value | - | - | |||||
| - | - | ||||||
| TOTAL ASSETS | $ | 2,412 | $ | 1,160 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current Liabilities | |||||||
| Accounts payable and accrued liabilities | $ | - | $ | - | |||
| Loan from related party (Note 4) | 55,000 | 50,000 | |||||
| TOTAL CURRENT LIABILITIES | 55,000 | 50,000 | |||||
Stockholders' Equity | |||||||
| Common Stock | |||||||
| Authorized: | |||||||
| 80,000,000 common shares at $0.0001 par value | |||||||
| 20,000,000 preferred shares at $0.0001par value | |||||||
| Issued and fully paid | |||||||
| 4,319,893 common shares (unchanged from July 31, 2002) par value | 432 | 432 | |||||
| Additional paid-in capital | 71,213 | 71,213 | |||||
| 71,645 | 71,645 | ||||||
| Deficit, accumulated during the exploration stage | (124,233 | ) | (120,485 | ) | |||
| TOTAL STOCKHOLDERS' EQUITY | (52,588 | ) | (48,840 | ) | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 2,412 | $ | 1,160 | |||
| From Date | ||||||||||
| of Inception | ||||||||||
| On May 2, | ||||||||||
| Ended | 2001 to | |||||||||
| October 31 | October 31 | |||||||||
| 2007 | 2006 | 2007 | ||||||||
Investment income | $ | - | $ | - | $ | 4,865 | ||||
Mineral Property Expenses | - | - | 24,055 | |||||||
General and Administration Expenses | ||||||||||
| Audit fees | - | 2,000 | 18,000 | |||||||
| Bank charges and interest expense | 45 | 35 | 875 | |||||||
| Bad debt on promissory note | - | - | 46,226 | |||||||
| Discount promissory note receivable | - | - | 2,774 | |||||||
| Professional fees | 3,539 | 221 | 31,847 | |||||||
| Office costs | - | - | 510 | |||||||
| Transfer agent and filing fees | 164 | - | 4,811 | |||||||
| 3,748 | 2,256 | 105,043 | ||||||||
Total Expenses | 3,748 | 2,256 | 129,098 | |||||||
Net Loss for the Period | (3,748 | ) | (2,256 | ) | (124,233 | ) | ||||
Basic and diluted (Loss) per share | (0.00 | ) | (0.00 | ) | (0.03 | ) | ||||
Weighted Average Number Of Common Shares Outstanding, basic and diluted | 4,319,893 | 4,319,893 | 4,319,893 | |||||||
Other comprehensive income | ||||||||||
| Discount promissory note receivable at current rate | - | - | - | |||||||
Other comprehensive income | - | - | - | |||||||
Comprehensive income | $ | (3,748 | ) | $ | (2,256 | ) | $ | (124,233 | ) | |
| From Date | ||||||||||
| of Inception | ||||||||||
| On May 2, | ||||||||||
| Ended | 2001 to | |||||||||
| October 31 | October 31 | |||||||||
| 2007 | 2006 | 2007 | ||||||||
Balance, beginning of period (Deficit) | $ | (120,485 | ) | (62,158 | ) | $ | - | |||
Accounting error on deficit accumulated during the exploration stage | - | - | - | |||||||
Net Loss for the Period | (3,748 | ) | (2,256 | ) | (124,233 | ) | ||||
Other comprehensive income | - | - | - | |||||||
Retained Earnings (Deficit) end of period | $ | (124,233 | ) | $ | (64,414 | ) | $ | (124,233 | ) | |
| From Date | ||||||||||
| of Inception | ||||||||||
| On May 2, | ||||||||||
| Ended | 2001 to | |||||||||
| October 31 | October 31 | |||||||||
| 2007 | 2006 | 2007 | ||||||||
Cash Provided by (Used for) | ||||||||||
Operating Activities | ||||||||||
| Net loss for the period | $ | (3,748 | ) | $ | (2,256 | ) | $ | (124,233 | ) | |
| Item not requiring use of cash | ||||||||||
| Prepaid Expenses | - | - | - | |||||||
| Changes in non-cash working capital items | ||||||||||
| Accounts payable & accrued | - | (10 | ) | - | ||||||
| Net Cash Provided by (Used for) | ||||||||||
| Operating Activities | (3,748 | ) | (2,266 | ) | (124,233 | ) | ||||
Investing Activities | - | - | ||||||||
Financing Activities | ||||||||||
| Promissory note receivable | - | - | - | |||||||
| Loan from related party | 5,000 | - | 55,000 | |||||||
| Capital stock subscribed for cash | - | - | 71,645 | |||||||
| Net Cash Provided by (Used for) | ||||||||||
| Financing Activities | 5,000 | - | 126,645 | |||||||
Cash increase (decrease) | ||||||||||
During the Period | 1,252 | (2,266 | ) | 2,412 | ||||||
Cash, Beginning of the Period | 1,160 | 9,525 | - | |||||||
Cash, End of the Period | $ | 2,412 | $ | 7,259 | $ | 2,412 | ||||
| Number of | Additional | Total | Retained | Other | Total | ||||||||||||||||||
| Common | par | Paid-in | Capital | Earnings | Comprehensive | Stockholders' | |||||||||||||||||
| Shares | Value | Capital | Stock | (Deficit) | Income | Equity | |||||||||||||||||
| Shares subscribed on 5/2/01 by Director for cash | 2,750,000 | $ | 275 | $ | 275 | $ | 550 | $ | - | $ | - | $ | 550 | ||||||||||
| Shares issued on 7/31/01 for cash | 1,516,293 | 152 | 75,663 | 75,815 | - | - | 75,815 | ||||||||||||||||
| Finder's fee | - | - | (7,400 | ) | (7,400 | ) | - | - | (7,400 | ) | |||||||||||||
| Net loss for the year ended July 31, 2001 | - | - | - | - | (35,810 | ) | - | (35,810 | ) | ||||||||||||||
| Balance, July 31, 2001 | 4,266,293 | 427 | 68,538 | 68,965 | (35,810 | ) | - | 33,155 | |||||||||||||||
| Shares issued on July 31, 2002 for cash | 53,600 | 5 | 2,675 | 2,680 | - | - | 2,680 | ||||||||||||||||
| Net loss for the year ended July 31, 2002 | - | - | - | (4,159 | ) | - | (4,159 | ) | |||||||||||||||
| Balance, July 31, 2002 | 4,319,893 | 432 | 71,213 | 71,645 | (39,969 | ) | - | 31,676 | |||||||||||||||
| Net loss for the year ended July 31, 2003 | - | - | - | - | (3,099 | ) | - | (3,099 | ) | ||||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | - | (4,129 | ) | (4,129 | ) | ||||||||||||||
| Balance, July 31, 2003 | 4,319,893 | 432 | 71,213 | 71,645 | (43,068 | ) | (4,129 | ) | 24,448 | ||||||||||||||
| Net loss for the year ended July 31, 2004 | - | - | - | - | (6,671 | ) | - | (6,671 | ) | ||||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | - | 2,019 | 2,019 | ||||||||||||||||
| Balance, July 31, 2004 | 4,319,893 | 432 | 71,213 | 71,645 | (49,739 | ) | (2,110 | ) | 19,796 | ||||||||||||||
| Net loss for the period ended July 31, 2005 | - | - | - | - | (9,240 | ) | - | (9,240 | ) | ||||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | - | (663 | ) | (663 | ) | ||||||||||||||
| Balance, July 31, 2005 | 4,319,893 | 432 | 71,213 | 71,645 | (58,979 | ) | (2,773 | ) | 9,893 | ||||||||||||||
| Net loss for the period ended July 31, 2006 | - | - | - | - | (405 | ) | - | (405 | ) | ||||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | - | (39 | ) | (39 | ) | ||||||||||||||
| Balance, July 31, 2006 | 4,319,893 | 432 | 71,213 | 71,645 | (59,384 | ) | (2,812 | ) | 9,449 | ||||||||||||||
| Accounting Error on deficit accumulated during the exploration stage | - | 13,292 | - | - | |||||||||||||||||||
| Net loss for the period ended July 31, 2007 | - | - | - | - | (71,581 | ) | - | - | |||||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | - | - | - | ||||||||||||||||
| Balance, July 31, 2007 | 4,319,893 | 432.00 | 71,213.00 | 71,645.00 | (117,673 | ) | (2,812 | ) | 9,449 | ||||||||||||||
| Accounting Error on deficit accumulated during the exploration stage | |||||||||||||||||||||||
| Net loss for the period ended October 31, 2007 | (3,748 | ) | - | - | |||||||||||||||||||
| Discount promissory note receivable at current rate | - | - | - | ||||||||||||||||||||
Balance, October 31, 2007 | 4,319,893 | $ | 432 | $ | 71,213 | $ | 71,645 | $ | (121,421 | ) | $ | (2,812 | ) | $ | 9,449 | ||||||||
| October 31 | |||||||
| 2007 | 2006 | ||||||
| Basic weighted average shares | 4,319,893 | 4,319,893 | |||||
| Effect of dilutive securities | - | - | |||||
| Dilutive potential common shares | 4,319,893 | 4,319,893 | |||||
| Net Profit (Loss) per share - Basic | $ | (0.00 | ) | $ | (0.00 | ) | |
| Net Profit (Loss) per share - Diluted | $ | (0.00 | ) | $ | (0.00 | ) | |
October 31, 2007 | Canada | U.S. | Total | |||||||
| Current assets | $ | 2,412 | $ | - | $ | 2,412 | ||||
| Promissory note receivable | - | - | - | |||||||
| Total Assets | $ | 2,412 | $ | - | $ | 2,412 | ||||
| Investment income | $ | - | - | - | ||||||
| Mineral property expenses | - | - | ||||||||
| General and administration expenses | (3,748 | ) | - | (3,748 | ) | |||||
| Discount promissory note receivable | ||||||||||
| at current rate | - | - | - | |||||||
| Net (loss) for the period | $ | (3,748 | ) | $ | - | $ | (3,748 | ) | ||
October 31, 2006 | Canada | U.S. | Total | |||||||
| Current assets | $ | 15,259 | $ | - | $ | 15,259 | ||||
| Promissory note receivable | 49,000 | - | 49,000 | |||||||
| Total Assets | $ | 64,259 | $ | - | $ | 64,259 | ||||
| Investment income | $ | - | - | - | ||||||
| Mineral property expenses | - | - | - | |||||||
| General and administration expenses | (2,256 | ) | - | (2,256 | ) | |||||
| Discount promissory note receivable | ||||||||||
| at current rate | - | - | - | |||||||
| Net (loss) for the period | $ | (2,256 | ) | $ | - | $ | (2,256 | ) | ||
| 2007 | 2006 | ||||||
| Deferred tax assets | $ | 42,239 | $ | 21,901 | |||
| Valuation allowance | $ | (42,239 | ) | $ | (21,901 | ) | |
| Net deferred tax assets | $ | - | $ | - | |||
| 2007 | 2006 | ||||||
| Statutory federal income tax rate | -34.0 | % | -34.0 | % | |||
| Valuation allowance | 34.0 | % | 34.0 | % | |||
| Effective income tax rate | 0.0 | % | 0.0 | % | |||
| July 31 | |||||||
| 2007 | 2006 | ||||||
ASSETS | |||||||
Current Assets | |||||||
| Cash and cash equivalents | $ | 1,160 | $ | 9,525 | |||
| Prepaid Expenses | - | 7,990 | |||||
| TOTAL CURRENT ASSETS | 1,160 | 17,515 | |||||
Promissory note receivable (Note 5) | - | 49,000 | |||||
| Less: discount to fair value | - | (2,812 | ) | ||||
| - | 46,188 | ||||||
| TOTAL ASSETS | $ | 1,160 | $ | 63,703 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current Liabilities | |||||||
| Accounts payable and accrued liabilities | $ | - | $ | 14,254 | |||
| Loan from related party (Note 4) | 50,000 | 40,000 | |||||
| TOTAL CURRENT LIABILITIES | 50,000 | 54,254 | |||||
Stockholders' Equity | |||||||
| Common Stock | |||||||
| Authorized: | |||||||
| 80,000,000 common shares at $0.0001 par value | |||||||
| 20,000,000 preferred shares at $0.0001par value | |||||||
| Issued and fully paid | |||||||
| 4,319,893 common shares (unchanged from July 31, 2002) par value | 432 | 432 | |||||
| Additional paid-in capital | 71,213 | 71,213 | |||||
| 71,645 | 71,645 | ||||||
| Deficit, accumulated during the exploration stage | (120,485 | ) | (62,196 | ) | |||
| TOTAL STOCKHOLDERS' EQUITY | (48,840 | ) | 9,449 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,160 | $ | 63,703 | |||
Ended July 31 | From Date of Inception On May 2, 2001 to July 31 | |||||||||
| 2007 | 2006 | 2007 | ||||||||
Investment income | $ | - | $ | 85 | $ | 4,865 | ||||
Mineral Property Expenses | - | - | 24,055 | |||||||
General and Administration Expenses | ||||||||||
| Audit fees | 8,000 | - | 18,000 | |||||||
| Bank charges and interest expense | 187 | 188 | 830 | |||||||
| Bad debt on promissory note | 46,226 | - | 46,226 | |||||||
| Discount promissory note receivable | - | - | 2,774 | |||||||
| Professional fees | 16,373 | 302 | 28,308 | |||||||
| Office costs | - | - | 510 | |||||||
| Transfer agent and filing fees | 795 | - | 4,647 | |||||||
| 71,581 | 490 | 101,295 | ||||||||
Total Expenses | 71,581 | 490 | 125,350 | |||||||
Net Loss for the Period | (71,581 | ) | (405 | ) | (120,485 | ) | ||||
Basic and diluted (Loss) per share | (0.02 | ) | (0.00 | ) | - | |||||
Weighted Average Number Of Common Shares Outstanding, basic and diluted | 4,319,893 | 4,319,893 | - | |||||||
Other comprehensive income | ||||||||||
| Discount promissory note receivable at current rate | - | (39 | ) | - | ||||||
Other comprehensive income | - | (39 | ) | - | ||||||
Comprehensive income | $ | (71,581 | ) | $ | (444 | ) | $ | (120,485 | ) | |
Ended July 31 | From Date of Inception On May 2, 2001 to July 31 | |||||||||
| 2007 | 2006 | 2007 | ||||||||
Balance, beginning of period (Deficit) | $ | (62,196 | ) | (61,752 | ) | $ | - | |||
Accounting error on deficit accumulated during the exploration stage | 13,292 | - | - | |||||||
Net Loss for the Period | (71,581 | ) | (405 | ) | (120,485 | ) | ||||
Other comprehensive income | - | (39 | ) | - | ||||||
Retained Earnings (Deficit) end of period | $ | (120,485 | ) | $ | (62,196 | ) | $ | (120,485 | ) | |
Ended July 31 | From Date of Inception On May 2, 2001 to July 31 | |||||||||
| 2007 | 2006 | 2007 | ||||||||
Cash Provided by (Used for) | ||||||||||
Operating Activities | ||||||||||
| Net loss for the period | $ | (71,581 | ) | $ | (405 | ) | $ | (120,485 | ) | |
| Item not requiring use of cash | ||||||||||
| Prepaid Expenses | 7,990 | (7,990 | ) | - | ||||||
Changes in non-cash working capital items Accounts payable & accrued | 45,226 | - | - | |||||||
Net Cash Provided by (Used for) Operating Activities | (18,365 | ) | (8,395 | ) | (120,485 | ) | ||||
Investing Activities | - | - | ||||||||
Financing Activities | ||||||||||
| Promissory note receivable | - | - | - | |||||||
| Loan from related party | 10,000 | 15,000 | 50,000 | |||||||
| Capital stock subscribed for cash | - | - | 71,645 | |||||||
Net Cash Provided by (Used for) Financing Activities | 10,000 | 15,000 | 121,645 | |||||||
Cash increase (decrease) | ||||||||||
During the Period | (8,365 | ) | 6,605 | 1,160 | ||||||
Cash, Beginning of the Period | 9,525 | 2,920 | - | |||||||
Cash, End of the Period | $ | 1,160 | $ | 9,525 | $ | 1,160 | ||||
| Number of Common Shares | par Value | Additional Paid-in Capital | Total Capital Stock | Retained Earnings (Deficit) | Other Comprehensive Income | Total Stockholders' Equity | ||||||||||||||||
| Shares subscribed on 5/2/01 by Director for cash | 2,750,000 | $ | 275 | $ | 275 | $ | 550 | $ | - | $ | - | $ | 550 | |||||||||
| Shares issued on 7/31/01 for cash | 1,516,293 | 152 | 75,663 | 75,815 | - | - | 75,815 | |||||||||||||||
| Finder's fee | - | - | (7,400 | ) | (7,400 | ) | - | - | (7,400 | ) | ||||||||||||
| Net loss for the year ended July 31, 2001 | - | - | - | - | (35,810 | ) | - | (35,810 | ) | |||||||||||||
| Balance, July 31, 2001 | 4,266,293 | 427 | 68,538 | 68,965 | (35,810 | ) | - | 33,155 | ||||||||||||||
| Shares issued on July 31, 2002 for cash | 53,600 | 5 | 2,675 | 2,680 | - | - | 2,680 | |||||||||||||||
| Net loss for the year ended July 31, 2002 | - | - | - | (4,159 | ) | - | (4,159 | ) | ||||||||||||||
| Balance, July 31, 2002 | 4,319,893 | 432 | 71,213 | 71,645 | (39,969 | ) | - | 31,676 | ||||||||||||||
| Net loss for the year ended July 31, 2003 | - | - | - | - | (3,099 | ) | - | (3,099 | ) | |||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | - | (4,129 | ) | (4,129 | ) | |||||||||||||
| Balance, July 31, 2003 | 4,319,893 | 432 | 71,213 | 71,645 | (43,068 | ) | (4,129 | ) | 24,448 | |||||||||||||
| Net loss for the year ended July 31, 2004 | - | - | - | - | (6,671 | ) | - | (6,671 | ) | |||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | $ | - | 2,019 | 2,019 | ||||||||||||||
| Balance, July 31, 2004 | 4,319,893 | 432 | 71,213 | 71,645 | $ | (49,739 | ) | (2,110 | ) | 19,796 | ||||||||||||
| Net loss for the period ended July 31, 2005 | - | - | - | - | (9,240 | ) | - | (9,240 | ) | |||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | $ | - | (663 | ) | (663 | ) | ||||||||||||
| Balance, July 31, 2005 | 4,319,893 | 432 | 71,213 | 71,645 | (58,979 | ) | (2,773 | ) | 9,893 | |||||||||||||
| Net loss for the period ended July 31, 2006 | - | - | - | - | (405 | ) | - | (405 | ) | |||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | $ | - | (39 | ) | (39 | ) | ||||||||||||
| Balance, July 31, 2006 | 4,319,893 | 432 | 71,213 | 71,645 | (59,384 | ) | (2,812 | ) | 9,449 | |||||||||||||
| Accounting Error on deficit accumulated during the exploration stage | - | 13,292 | - | - | ||||||||||||||||||
| Net loss for the period ended July 31, 2007 | - | - | - | - | (71,581 | ) | - | (71,581 | ) | |||||||||||||
| Discount promissory note receivable at current rate | - | - | - | - | $ | - | - | - | ||||||||||||||
Balance, July 31, 2007 | $ | 4,319,893 | $ | 432 | $ | 71,213 | $ | 71,645 | $ | (117,673 | ) | $ | (2,812 | ) | $ | (62,132 | ) | |||||
| Year Ended July 31, | |||||||
| 2007 | 2006 | ||||||
| Basic weighted average shares | 4,319,893 | 4,319,893 | |||||
| Effect of dilutive securities | - | - | |||||
| Dilutive potential common shares | 4,319,893 | 4,319,893 | |||||
| Net Profit (Loss) per share - Basic | ($0.02 | ) | ($0.00 | ) | |||
| Net Profit (Loss) per share - Diluted | ($0.02 | ) | ($0.00 | ) | |||
July 31, 2007 | Canada | U.S. | Total | |||||||
| Current assets | $ | 1,160 | $ | - | $ | 1,160 | ||||
| Promissory note receivable | - | - | - | |||||||
| Total Assets | $ | 1,160 | $ | - | $ | 1,160 | ||||
| Investment income | $ | - | - | - | ||||||
| Mineral property expenses | - | - | ||||||||
| General and administration expenses | (71,581 | ) | - | (71,581 | ) | |||||
Discount promissory note receivable at current rate | - | - | - | |||||||
| Net (loss) for the period | $ | (71,581 | ) | $ | - | $ | (71,581 | ) |
July 31, 2006 | Canada | U.S. | Total | |||||||
| Current assets | $ | 17,515 | $ | - | $ | 17,515 | ||||
| Promissory note receivable | 46,188 | - | 46,188 | |||||||
| Total Assets | $ | 63,703 | $ | - | $ | 63,703 | ||||
| Investment income | $ | - | 85 | 85 | ||||||
| Mineral property expenses | - | - | ||||||||
| General and administration expenses | (490 | ) | - | (490 | ) | |||||
Discount promissory note receivable at current rate | (39 | ) | - | (39 | ) | |||||
| Net (loss) for the period | $ | (529 | ) | $ | 85 | $ | (444 | ) | ||
| 2007 | 2006 | ||||||
| Deferred tax assets | $ | 40,965 | $ | 21,147 | |||
| Valuation allowance | $ | (40,965 | ) | $ | (21,147 | ) | |
| Net deferred tax assets | $ | - | $ | - | |||
| 2007 | 2006 | ||||||
| Statutory federal income tax rate | -34.0 | % | -34.0 | % | |||
| Valuation allowance | 34.0 | % | 34.0 | % | |||
| Effective income tax rate | 0.0 | % | 0.0 | % | |||
NATURE OF EXPENSE | AMOUNT | |||
| SEC Registration Fee | $ | 8.40 | ||
| Accounting fees and expenses (1) | $ | 5,000 | ||
| Legal fees and expenses (1) | $ | 15,000 | ||
| Trustee’s and transfer agent costs (1) | $ | 500 | ||
| Miscellaneous (1) | $ | 5,000 | ||
| TOTAL (1) | $ | 25,508.40 |
| 15 |
Item 15. Recent Sales of Unregistered Securities.
We sold the purposesecurities described below within the past three years which were not registered under the Securities Act.
On November 22, 2018, we issued 5,768,956 shares of determining liabilitypreferred stock for settlement of the outstanding liabilities due to Bristol Capital, LLC, an affiliate of Paul Kessler, a member of our Board of Directors, and Mr. John D. Maatta, former President and Chief Executive Officer and a current member of our Board of Directors, totaling $709,506. The issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2).
Effective December 19, 2019, we entered into a securities purchase agreement with Barlock 2019 Fund, LP, for the sale of our securities, comprised of (i) a $2,500,000 convertible debenture, convertible at a price of $0.125 per share, and (ii) warrants to acquire 6,000,000 shares of our Common Stock, at an exercise price of $0.125 per share. These securities issued to the purchaser were not registered under the Securities Act and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
On March 1, 2021, we issued shares of our Series A Preferred Stock as follows: 8,500 shares to any purchaser, each prospectus filed pursuantMr. Maatta in satisfaction of an aggregate of $84,947.55 due and owing to Rule 424(b)Mr. Maatta under his Separation Agreement; 22,500 shares to Bristol Capital, LLC in satisfaction of $225,000 due and owing to Bristol Capital, LLC for additional consulting services rendered and to be rendered by Mr. Kessler from July 1, 2020 through April 1, 2021; 8,300 shares to Scott D. Kaufman, our Chief Executive Officer, in satisfaction of $83,333 of compensation payable to Mr. Kaufman under his Employment Agreement through April 1, 2021; and 4,000 shares to Heidi C. Bowman, our Chief Financial Officer, in satisfaction of $40,000 of compensation payable to Ms. Bowman under her Employment Agreement through April 1, 2021. Each share of our Series A Preferred Stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate stated value for the Series A Preferred Stock being converted (initially $10.00 per share, subject to adjustment as partset forth in the currently effective Series A Certificate of a registration statement relatingDesignation) by the then-applicable conversion price (initially $0.25 per share, subject to an offering, other than registration statements relying on Rule 430B or other than prospectuses filedadjustment as set forth in the currently effective Series A Certificate of Designation). We issued the foregoing securities in reliance on Rule 430A, shall be deemedthe exemption from registration provided under Section 4(a)(2) of the Securities Act.
On March 1, 2021, we issued warrants to purchase shares of Common Stock to our advisors and consultants as follows: two warrants to purchase 100,000 shares vesting 50% per year over two years from and after March 1, 2021, with an exercise price of $0.50 per share and a term of five years; and two warrants to purchase 100,000 shares vesting 50% per year over two years from and after March 1, 2021, with an exercise price of $1.00 per share and a term of five years. We issued the foregoing securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.
On March 29, 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC, pursuant to which, we issued in a private placement: (i) 5,000 shares of Series B Preferred Stock, convertible at the Series B Conversion Price, subject to conversion price floor of $1.00; and (ii) a warrant to acquire 5,000 shares of the Series B Preferred Stock at an exercise price of $1,000 per share of Series B Preferred Stock, which became exercisable immediately upon issuance and which expires on March 26, 2023; and (iii) a warrant to acquire 5,000 shares of the Series B Preferred Stock at an exercise price of $1,000 per share of Series B Preferred Stock, which became exercisable immediately upon issuance and which expires on March 26, 2024. Pursuant to the terms of the 2021 Warrants, the Series B Preferred Stock issuable upon exercise of the 2021 Warrants are automatically convertible into shares of Common Stock at the Series B Conversion Price. These securities were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
| 16 |
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibit Index
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Wizard Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). | |
| 3.2 | By-Laws of GoENERGY, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed on March 25, 2003). | |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). | |
| 3.4 | First Amendment to the Bylaws of Wizard World, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 21, 2016). | |
| 3.5 | Certificate of Designation and Restatement of Rights, Preferences and Restrictions of Series A Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). | |
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Secretary of State of the State of Delaware on March 29, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). | |
| 5.1* | Opinion of DLA Piper LLP (US). | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). | |
| 10.2 | Form of 12% Senior Secured Convertible Debenture (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). | |
| 10.3 | Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). | |
| 10.4 | Form of Security Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). | |
| 10.5+ | Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Scott D. Kaufman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). | |
| 10.6+ | Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Heidi C. Bowman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). | |
| 10.7+ | Separation Agreement entered into as of February 20, 2021 between Wizard Brands, Inc. and John D. Maatta (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). | |
| 10.8 | Securities Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). | |
| 10.9 | Registration Rights Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). | |
| 10.10 | Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). | |
| 10.11 | Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). | |
| 10.12 | Form of Convertible Promissory Note, dated August 19, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2011). | |
| 21.1 | List of Subsidiaries. (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2017). | |
| 23.1* | Consent of MaughanSullivan LLC. | |
| 23.2* | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney (included in the signature page to this Registration Statement). |
+ Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
(b) Financial Statement Schedules
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the consolidated financial statements and related notes thereto.
| 17 |
Item 17. Undertakings
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be partincluded in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of and includedthe Securities Exchange Act of 1934 that are incorporated by reference in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part ofstatement.
| (2) | That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; | |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and | |
| (iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (5) | That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| 18 |
SIGNATURES
Pursuant to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
| WIZARD BRANDS, INC. | ||
| By: | /s/ Scott D. Kaufman | |
| Name: | Scott D. Kaufman | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTED, that each director and officer of Wizard Brands, Inc. whose signature appears below hereby appoints Scott D. Kaufman, and each of them severally, acting alone and without the other, such person’s true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement washas been signed below by the following persons in the capacities and on the dates stated:
Name | Position | Date | ||
| /s/ Scott D. Kaufman | Chief Executive Officer, President and Chairman of the Board | April 21, 2021 | ||
| Scott D. Kaufman | (Principal Executive Officer) | |||
| /s/ Heidi C. Bowman | Chief Financial Officer | April 21, 2021 | ||
| Heidi C. Bowman | (Principal Financial and Accounting Officer) | |||
| /s/ Paul L. Kessler | Director | April 21, 2021 | ||
| Paul L. Kessler | ||||
| /s/ Greg Suess | Director | April 21, 2021 | ||
| Greg Suess | ||||
| /s/ Michael Breen | Director | April 21, 2021 | ||
| Michael Breen | ||||
| /s/ John D. Maatta | Director | April 21, 2021 | ||
| John D. Maatta |
| 19 |