WIZARD WORLD, INC. (WIZD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Employment Agreement
Effective July 14, 2016 (the Effective Date), Mr. Randall S.
Malinoff (Malinoff) was appointed as Executive Vice President and
Chief Operating Officer of Wizard World, Inc. (the Company). In
connection with such appointment, the Company and Malinoff
entered into an employment agreement, dated as of November 8,
2016 but effective as of the Effective Date (the Employment
Agreement). The initial term of the Employment Agreement is for a
period of two (2) years, commencing on the Effective Date (the
Initial Term). The term of the Employment Agreement will be
automatically extended for additional terms of one (1) year each
(together with the Initial Term, the Term), unless either the
Company or Malinoff gives prior written notice of non-renewal to
the other party no later than sixty (60) days prior to the
expiration of the then current Term.
During the Term, the Company will pay Malinoff an annual base
salary of $225,000. In addition, Malinoff may receive an annual
bonus at the discretion of the Compensation Committee of the
Companys Board of Directors and subject to approval by the Board
of Directors.
Non-Compete Agreement
In conjunction with the Employment Agreement, Malinoff entered
into a non-compete, non-solicitation and non-disclosure
agreement, dated November 8, 2016, and effective as of the
Effective Date, with the Company (the Non-Compete Agreement).
Under the Non-Compete Agreement, Malinoff must keep the Companys
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 Effective Date
and ending on the termination of Malinoffs employment with the
Company for any reason.
Option Agreement
In connection with the Employment Agreement, the Company and
Malinoff entered into an option agreement (the Option Agreement)
to which Malinoff received a non-qualified stock option to
purchase up to six hundred thousand (600,000) shares of the
Companys common stock, par value $0.0001 per share (the Options).
The Options were granted in accordance with the following vesting
schedule and at the applicable exercise prices therein:
| Number of Options: | Exercise Price: | Vesting Date: | ||
| 75,000 | $0.50 | November 8, 2016 | ||
| 75,000 | $0.50 | December 31, 2016 | ||
| 75,000 | $0.55 | March 31, 2017 | ||
| 75,000 | $0.55 | June 30, 2017 | ||
| 75,000 | $0.55 | September 30, 2017 | ||
| 75,000 | $0.60 | December 31, 2017 | ||
| 75,000 | $0.60 | March 31, 2018 | ||
| 75,000 | $0.60 | June 30, 2018 |
The Options will vest immediately upon a Change in Control, which
shall have the meaning set forth in the Employment Agreement.
Indemnification Agreement
In conjunction with the Employment Agreement, the Company also
entered into an indemnification agreement, dated as of November
8, 2016, and effective as of the Effective Date, (the
Indemnification Agreement), with Malinoff. The Indemnification
Agreement indemnifies Malinoff to fullest extent under Delaware
law for any claims, amongst other things, arising out of or
resulting from (i) any actual, alleged or suspected act or
failure to act by Malinoff in his capacity as an officer or agent
of the Company and (ii) any actual, alleged or suspected act or
failure to act by Malinoff in respect of any business,
transaction, communication, filing, disclosure or other activity
of the Company. Under the Indemnification Agreement, Malinoff is
indemnified for any losses pertaining to such claims, provided,
however, that the losses shall not include expenses incurred by
Malinoff in respect of any claim as which he shall have been
adjudged liable to the Company, unless the Delaware Chancery
Court rules otherwise. The Indemnification Agreement provides for
indemnification of Malinoff during his employment and for a
period of at least three (3) years thereafter or such longer term
as is provided therein.
The above descriptions of the Employment Agreement, the
Non-Compete Agreement, the Option Agreement and the
Indemnification Agreement do not purport to be complete and are
qualified in their entirety by the full text of the Employment
Agreement, the Non-Compete Agreement, the Option Agreement and
the Indemnification Agreement, which are attached hereto as
exhibits to this Current Report on Form 8-K and incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
These securities were not registered under the Securities Act of
1933, as amended (the Securities Act), but qualified for
exemption under Section 4(a)(2) of the Securities Act. The
securities were exempt from registration under Section 4(a)(2) of
the Securities Act because the issuance of such securities by the
Company did not involve a public offering, as defined in Section
4(a)(2) of the Securities Act, due to the insubstantial number of
persons involved in the transaction, size of the offering, manner
of the offering and number of securities offered. The Company did
not undertake an offering in which it sold a high number of
securities to a high number of investors. In addition, this
investor had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since they agreed to, and
received, share certificates bearing a legend stating that such
securities are restricted to Rule 144 of the Securities Act. This
restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be
part of a public offering. Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors, Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Employment Agreement, dated November 8, 2016, by and between Wizard World, Inc. and Randall S. Malinoff. * |
|
| 10.2 |
Non-Compete, Non-Solicitation and Non-Disclosure Agreement, dated November 8, 2016, by and between Wizard World, Inc. and Randall S. Malinoff. * |
|
| 10.3 |
Indemnification Agreement, dated November 8, 2016, by and between Wizard World, Inc. and Randall S. Malinoff. * |
|
| 10.4 |
Non-Qualified Stock Option Agreement, dated November 8, 2016, by and between Wizard World, Inc. and Randall S. Malinoff. * |
*Filed herewith.
About WIZARD WORLD, INC. (WIZD)