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Filing Details

Accession Number:: 0001683168-21-000022
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-05 15:29:51
Reporting Period:: 2020-12-31

Accepted Time:: 2021-01-05 15:29:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1162896	Wizard Brands Inc.	WIZDD	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1113835	L. Paul Kessler	662 N. Sepulveda Blvd., Suite 300 Los Angeles CA 90049	Executive Chairman	No	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Disposition	2020-12-31	14,211	$0.61	2,657,721	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrant	$0.25	2016-12-02	2024-12-02	7,000,000	7,000,000	Indirect
Common Stock	Convertible debenture	$0.25	2016-12-02	2022-12-31	10,000,000	10,000,000	Indirect
Common Stock	Options	$0.25			15,000	15,000	Indirect
Common Stock	Series A Convertible preferred stock	$0.25	2020-08-03		3,525,000	3,525,000	Direct
Common Stock	Options	$0.25			43,250	43,250	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2024-12-02	7,000,000	7,000,000	Indirect
2022-12-31	10,000,000	10,000,000	Indirect
	15,000	15,000	Indirect
	3,525,000	3,525,000	Direct
	43,250	43,250	Direct

Footnotes

These shares were purchased by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware LLC, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned.
The total includes: (i) 2,589,986 shares owned by BIF, (ii) 24,450 shares owned by Bristol Capital, LLC ("BC"), a Delaware LLC of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, (iii) 3,935 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, and (iv) 39,350 shares owned by Bristol Capital Advisors Pension and Profit Sharing, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. These share numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020.
In December 2016, BIF purchased from Issuer a $2,500,000 convertible debenture (with conversion price of $0.15) ("Debenture") and warrant to purchase 16,666,667 shares of common stock (with exercise price of $0.15) ("Warrant"). In December 2019, the Debenture's maturity date was extended to December 2021, the Warrant's expiration date was extended to December 2024, the conversion price and exercise price were adjusted to $0.125, and the number of Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to another investor in December 2019 and retained 14,000,000 Warrant shares. Following a 1-for-20 reverse split in February 2020 and the repricing of the Debenture and Warrant in May 2020, the conversion price and exercise price are $0.25, the number of shares underlying the Debenture is 10,000,000 and the number of shares underlying the Warrant is 7,000,000. In May 2020, the Debenture's maturity date was extended to December 2022.
The Issuer has issued stock options for 300,000 shares to BC pursuant to its stock award plans, with an adjusted exercise price of $0.25, expiring on December 29, 2021 as disclosed in the Issuer's 10K report. Following the 1-for-20 reverse stock split, the stock options are for 15,000 shares.
The Issuer has issued 88,125 Series A Preferred Shares to Paul Kessler as payment of outstanding debt owed to Mr. Kessler. These Series A shares have a stated value of $10 per share and are convertible into common stock at a price per share of $0.25. The Issuer has also granted options for 865,000 shares to Paul Kessler pursuant to its Stock Incentive and Award Plans, as amended. Following the 1-for-20 reverse stock split, the options are for 43,250 shares with an adjusted exercise price of $0.25.
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