AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
of report (Date of earliest event reported): March 2, 2016
name of registrant as specified in its charter)
or other jurisdiction
Park Place, Suite 101
Segundo, CA 90245
of principal executive offices)
telephone number, including area code)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
1.01 Entry into a Material Definitive Agreement
as of March 2, 2016, Wizard World, Inc. (the “Company”) entered into an employment agreement (the “Employment
Agreement”) with Randall S. Malinoff in connection with his appointment as the Company’s Interim Chief Operating Officer.
The initial term of the Employment Agreement is for ninety (90) days from the date of execution. Such term may be extended by
mutual agreement for successive ninety (90) day periods. The Company shall pay Mr. Malinoff an annual base salary of $150,000.
conjunction with the Employment Agreement, Mr. Malinoff entered into a non-compete, non-solicitation and non-disclosure agreement,
effective as of March 2, 2016, with the Company (the “Non-Compete Agreement”). Under the Non-Compete Agreement, Mr.
Malinoff must keep the Company’s confidential and proprietary information confidential and is prohibited from inducing or
attempting to induce any employee of the Company from terminating his or her employment with the Company, and soliciting the business
of any client or customer of the Company, during the period commencing on the execution date and ending on the termination of
Mr. Malinoff’s employment with the Company for any reason. Further, Mr. Malinoff is prohibited from engaging in a venture
or business substantially similar to that of the Company or that is in direct or indirect competition with the Company in the
United States during the period commencing on the execution date and ending on the termination of Mr. Malinoff’s employment
with the Company for any reason.
foregoing descriptions of the Employment Agreement and the Non-Compete Agreement do not purport to be complete and are qualified
in their entirety by the full text of the Employment Agreement (to which the Non-Compete Agreement is an Exhibit), which is attached
hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
1.01 is hereby incorporated by reference.
of Interim Chief Operating Officer
March 2, 2016, the Board of Directors (the “Board”) of the Company approved the appointment of Randall S. Malinoff
as the Company’s Interim Chief Operating Officer. Below is a description of Mr. Malinoff’s professional work experience.
S. Malinoff, age 56
S. Malinoff, age 56, combines over 20 years of experience in the entertainment industry as a marketing and digital executive.
From 2009 through 2014, Mr. Malinoff was the Vice President and Head of Direct to Consumer Ecommerce for Universal Music Group,
Inc., a company in the entertainment industry. From 2000 to 2008, he was Senior Vice President of Digital Marketing for Universal
Studios, Inc., a company involved in movies and home entertainment. From 1996 to 2000, Mr. Malinoff served as the Executive Vice
President and General Manager of Ktel Music, Inc., a recorded music and publishing company.
Board believes that Mr. Malinoff’s combination of experience, leadership and innovation in the entertainment industry in
key areas of digital marketing, operations, publicity, strategy and his skill in developing and nurturing strategic partnerships
launching new business initiatives will help grow the Company.
Malinoff does not have any family relationships with a current officer or director of the Company.
are no applicable related party transactions.
as of March 2, 2016, the Company and Mr. Malinoff entered into the Employment Agreement pursuant to which Mr. Malinoff shall receive
an annual base salary of $150,000 per year.
9.01 Financial Statements and Exhibits.
Agreement by and between Wizard World, Inc. and Randy Malinoff, individually*|
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
March 8, 2016