AND EXCHANGE COMMISSION
D. C. 20549
to Section 13 Or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): November 24, 2020
name of Registrant as specified in its charter)
or other Jurisdiction of
Incorporation or organization)
N. Sepulveda Blvd., Suite 300
Angeles, CA 90049
of Principal Executive Offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)|
communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [ ]
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 13(a) of the Exchange Act. [ ]
5.02 Departure and Election of Certain Officers.
November 24, 2020, Paul Kessler resigned his position of Executive Chairman of the board of directors of the Company (hereinafter
the “Board”), and John Maatta resigned his positions of Chief Executive Officer, President, Chief Financial Officer
and Chief Accounting Officer of the Company. Both Mr. Kessler and Mr. Maatta will continue to serve as members of the Board.
on November 24, 2020, Scott Kaufman was appointed Chairman of the Board, Chief Executive Officer and President of the Company,
and Heidi C. Bowman was appointed Chief Financial Officer, Chief Accounting Officer and Secretary of the Company.
D. Kaufman is the Institutional Investor in Residency at Bristol Capital Advisors and is also a founding member of Barlock Capital
Management LLC and Hillair Capital Management LLC. Mr. Kaufman has over twenty years of experience investing in private and public
companies, trading securities and managing investment portfolios. Mr. Kaufman received his undergraduate degree from Columbia
University and an MBA from Columbia University. Mr. Kaufman is currently an Independent Director of the Company.
C. Bowman has over 30 years of finance and accounting experience in a variety of industries including private equity, oil &
gas and real estate. Ms. Bowman received her undergraduate degree from UCLA in Economics. Ms. Bowman has been self-employed as
a CPA since January of 2000.
8.01 Other Events.
Company, Wizard Brands, Inc., is a dynamic and multi-faceted holding company comprised of growing brands, led by a management
team with proven success and experience tasked with the execution of a twofold strategy: (i) continue to execute on the business
plan of the wholly-owned operating companies while growing and enhancing its business operations and financial position,(ii) pursue
opportunities to acquire complementary businesses that will create value for the Company’s customer base and stakeholders.
Holdings, LLC (“Jevo Holdings”), is a wholly-owned subsidiary of the Company and will be overseen by Michael R. Rees,
the newly appointed CEO of Jevo Holdings. Mr. Rees has spent the better part of his career in the private business sector launching
and building innovative companies with extensive experience in distribution. Mr. Rees’ expertise includes creating and managing
distributorships and the managing and training of sales and marketing teams. Jevo Holdings manufactures, markets and distributes
the patented ‘JEVO’ Automated Gelatin Shot Maker for various applications in the hospitality, skilled nursing, pharmaceuticals,
health, and cannabis segments. A consumer unit of the ‘Jevo’ machine is in the initial phases of research and development.
Special Events LLC, a wholly-owned subsidiary of the Company and operates Wizard World Virtual, Wizard World Vault, and Wizard
World pop culture festivals. Peter Katz has been named President, and Joseph Avino has been named Executive Vice President, of
Wizard Special Events, LLC. Both Mr. Katz and Mr. Avino are experienced long-tenured executives in the exhibition industry.
as Exhibit 99 is a copy of the press release distributed on November 24, 2020, announcing the appointment of new officers.
to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Wizard Entertainment, Inc.
a Delaware corporation
November 25, 2020
Kaufman, CEO |