UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):April 22, 2013
WIZARD WORLD, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-33383 | | 98-0357690 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| 1300 Highland Ave |
| Manhattan Beach, CA 90266 |
| (Address of principal executive offices) |
| (310) 545-2400 |
| (Registrant’s telephone number, including area code) |
Check 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)
Item 1.01 Entry into a Material Definitive Agreement.
Effective April 22, 2013, Wizard World, Inc.(the “Company”)entered into that certaincommercial real estate lease, as lessee,with Bristol Capital, LLC, a Delaware limited liability company (“Bristol”), and 225 California Street, LLC, a California limited liability company (“225 California”), as lessors, for new office space located in El Segundo, California (the “Lease”), with each of Bristol and 225 California holding an undivided 50% tenant-in-common interest. The initial term of the Lease is for seven (7) years ending on March 31, 2020. Pursuant to the Lease, the Company shall pay base rent of $6,900 per month and an initial security deposit of $13,800 is required.
This transaction constitutes a related party transaction under Item 404(a) of Regulation S-K on the basis that Bristol and 225 California are managed by a member of the board of directors of the Company (the “Board”) and the Company’s Chief Executive Officer, respectively. The Company’s entering into the Lease was approved by the disinterested members of the Board.
The above description of the Lease does not purport to be complete and is qualified in its entirety by reference to the Lease, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 23, 2013, the Company issued a press release announcing letter to the Company’s shareholders from the Company’s Chief Executive Officer, furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | | Description |
| | | |
| 10.1 | | Form of Commercial Real Estate Lease by and between Bristol Capital, LLC and 225 California Street, LLC, as lessors, and Wizard World, Inc., as lessee* |
| | | |
| 99.1 | | Press Release, dated April 23, 2013, “Wizard World, Inc. CEO Issues Letter to Shareholders”** |
* Filed herewith.
**Furnished herewith.
SIGNATURES
Pursuant 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.
| | WIZARD WORLD, INC. |
| | | |
| Date: April 24, 2013 | By: | /s/ John Macaluso |
| | Name: | John Macaluso |
| | Title: | Chief Executive Officer |
