United States securities and exchange commission logo
May 7, 2021
Scott D. Kaufman
Chief Executive Officer
Wizard Brands, Inc.
2700 Homestead Road
Park City, UT 84098
Re: Wizard Brands, Inc.
Registration
Statement on Form S-1
Filed April 21,
2021
File No. 333-255445
Dear Mr. Kaufman:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Incorporation of Certain Information by Refernce, page 14
1. We note that you plan
to incorporate by reference information pursuant to General
Instruction VII of Form
S-1. However, it appears that you are a penny stock issuer as
defined in Rule 3a51-1
of the Exchange Act and, therefore, are not eligible to use
incorporation by
reference. Please revise your prospectus accordingly. See General
Instruction VII.D.1(c)
of Form S-1 for guidance.
General
2. Given the nature of the
offering and size of the transaction relative to the number of
outstanding shares held
by non-affiliates as disclosed in the prospectus, it appears that the
transaction may be an
indirect primary offering with your selling stockholder, Leviston
Scott D. Kaufman
FirstName LastNameScott D. Kaufman
Wizard Brands, Inc.
Comapany
May 7, 2021NameWizard Brands, Inc.
May 7,
Page 2 2021 Page 2
FirstName LastName
Resources LLC, acting on your behalf. If your selling stockholder is
so acting, then this
filing cannot be conducted as an at-the-market offering because you
are not eligible to
register a primary offering on Form S-3. Please fix the price of this
offering and name
your selling stockholder as an underwriter. See Securities Act Rule
415(a)(4) for
additional guidance.
Alternatively, provide us with an analysis of your basis for
determining that it is
appropriate to characterize the transaction as a secondary offering
under Securities Act
Rule 415(a)(1)(i). For guidance, please see Question 612.09 of the
Securities Act Rules
Compliance and Disclosure Interpretations. In addition, please address
in your response
factors which appear to mitigate the selling stockholder s
investment risk, including
among other factors, the fact that the Series B Preferred Stock is
convertible at a steep
discount to market price and that the selling stockholder is not
required to pay until the
registration statement is effective.
3. Please describe the general effect, and in particular the significant
dilutive impact, upon
the rights of existing security holders of the issuance of common
stock upon conversion of
the Series B Preferred Stock and exercise of warrants held by your
selling stockholder.
Please include examples of the number of shares that could be issued
based on various
trading prices and the total possible profits the selling stockholder
could realize as a result
of the conversion price discount underlying the Series B Preferred
Stock and
warrants. Please also describe certain triggering events that could
push the conversion
price even lower as disclosed in your 8-K filed on April 2, 2021.
4. We note that in press releases dated March 18, 2021 and April 9, 2021
and in your Form
10-K filed March 29, 2021, you indicate that you are developing a
non-fungible token
(NFT) strategy and that you are launching a beta test. Please revise
your disclosure to
describe the status of the development of your NFTs.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Scott D. Kaufman
Wizard Brands, Inc.
May 7, 2021
Page 3
Please contact Jacqueline Kaufman, Staff Attorney at 202-551-3797 or Erin
Jaskot, Legal
Branch Chief at 202-551-3442 with any other questions.
FirstName LastNameScott D. Kaufman Sincerely,
Comapany NameWizard Brands, Inc.
Division of
Corporation Finance
May 7, 2021 Page 3 Office of Trade &
Services
FirstName LastName