SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/24/2020 | 3. Issuer Name and Ticker or Trading Symbol WIZARD BRANDS, INC. [ WIZD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 12% Senior Secured Convertible Debenture | (1) | (1) | Common Stock | 10,000,000 | 0.25 | I | By Barlock 2019 Fund, LP |
| Series A Common Stock Purchase Warrant | (1) | (1) | Common Stock | 300,000 | 2.5 | I | By Barlock Capital Management LLC |
| Explanation of Responses: |
| 1. On December 17, 2019, Barlock 2019 Fund, LP ("Barlock Fund") purchased from the Issuer a 12% Senior Secured Convertible Debenture in the principal amount of $2,500,000, convertible into shares of the Issuer's common stock at a per share price (as adjusted pursuant to the terms thereof) of $0.25 (the "Debenture"), and the Issuer issued to Barlock Capital Management LLC ("Barlock Management") a Series A Common Stock Purchase Warrant to purchase 300,000 shares of the Issuer's common stock at a per share exercise price of $2.50 (the "Warrant"). The Debenture matures on December 30, 2022 and the Warrant expires on December 1, 2024. The reporting person exercises voting and dispositive power of the securities held by each of Barlock Fund and Barlock Management, but disclaims any pecuniary interest in the securities held by Barlock Fund. |
| /s/ Scott D. kaufman | 03/29/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||