Each one in plain English, with the numbers worked through for a shareholder.
15 Sept 2022debt financing● NeutralMajor
Creek Road Miners formalized a $500,000 loan it had already received from Leviston Resources into a convertible note tied to the pending Prairie Operating merger -- bridge financing to get the company to the closing.
Amid a dispute involving the company's then-CEO, Creek Road Miners settled with investor Alpha Capital Anstalt by exchanging previously exercised warrants for a $900,000 convertible note carrying a punitive 22% default interest rate -- a note structured to convert at a discount once the pending Prairie Operating merger closes.
Creek Road Miners signed a non-binding memorandum of understanding with Highwire Energy Partners to acquire natural gas and fixed-price electricity assets in the Dakotas and Wyoming, intending to power Bitcoin mining operations at the sites.
Locked in $250,000-a-year contracts for Paul Kessler and Scott Kaufman and $200,000 each for two more executives, and paid Kessler's Bristol Capital and Kaufman a one-off $250,000 'non-accountable expense reimbursement' apiece. Greg Suess left the board after ten years and was replaced by Richard Boyce, a petroleum geophysicist -- the first oil and gas man on the board of what was still a bitcoin miner, ten months before the Prairie merger was announced.
Restated the December 2021 Series C round upward to its final size -- 23 investors, 7,880 preferred shares and $7.88 million, against the $6.2 million from 20 investors first reported -- the largest single raise of the crypto-mining era.
Restated the August 2021 crypto-pivot placement at its final size: 15 investors rather than 14, 2,433,340 shares and $3.65 million rather than $3.5 million.
Creek Road Miners sold its Jevo gelatin-shot-machine subsidiary for $1.5 million to a buyer managed by a director's son-in-law -- a related-party deal approved by the other four board members -- explicitly to fund a full focus on cryptocurrency mining.
31 Aug 2021capital raising announcement▲ GoodMajor
As newly renamed Creek Road Miners, Inc., raised $3.5 million from 14 investors (2,333,340 shares plus $1.50-strike warrants) to fund its crypto-mining pivot.
What it means for a shareholder
2.3m new shares at about US$1.50 to raise about US$3.5m. That's 39% dilution: every existing holder's slice gets 39% smaller. If you held US$1,000 of shares (667 at the issue price), your slice goes from 0.0182% to 0.0111% of the company. To keep it you'd need 424 more shares - about US$636 at the issue price.
10 Aug 2021asset acquisition disposition▼ BadMajor
Creek Road Miners exited the legacy Wizard World live-events business entirely, selling the remaining convention rights (Chicago, Cleveland, New Orleans, Philadelphia, Portland, St. Louis) to Informa Pop Culture Events for nothing but the assumption of associated liabilities -- confirming the business had little remaining value as the company pivoted to crypto mining.
By this point renamed Creek Road Miners, Inc. and pivoted toward cryptocurrency, the company amended its Series B Preferred Stock terms with investor Leviston Resources: conversions now price off a discount to the stock's recent trading average (85% of the lowest VWAP), floored between $1.00 and $1.50 -- a variable-rate structure that increases dilution risk as the stock falls.
As Wizard Brands, Inc., agreed to sell Leviston Resources LLC $5 million of Series B Preferred Stock and warrants, paid in tranches tied to registration-statement milestones -- capital raised as the company pivoted toward cryptocurrency mining.
Formalised Scott D. Kaufman as chief executive on a contract backdated to November 2020 that let the company pay his $250,000 salary in preferred stock until it turned a profit. Kaufman also co-managed Barlock, the fund that had lent the company $2.5 million in December 2019 against essentially all its assets -- the conflict that detonated in September 2022 when Barlock declared a default and demanded $5 million.
Raised $2.5 million cash from Barlock 2019 Fund, LP via a 12% secured debenture (due Dec 2021, secured by essentially all company assets) plus a warrant for 6,000,000 shares -- the start of a lender relationship that would later turn contentious ahead of the Prairie merger.
Issued 5,768,956 shares of convertible preferred stock to two people to cancel $709,582 in fees the company owed them -- paying vendors in stock rather than cash.
Settled up with five directors who had been serving unpaid, issuing them 1,600,000 restricted shares plus options over 1,500,000 more, and set a modest cash fee going forward ($750 a month plus meeting fees). A board paid in stock for past service is a board at a company with no cash.
Wizard World dismissed Rosenberg Rich Baker Berman & Company (RRBB) as its auditor after less than two years; again, no disagreements or issues were disclosed.
Made chairman Paul Kessler executive chairman, but paid him through his own firm Bristol Capital at $18,750 a month plus 600,000 options, backdated to September 2016. Coming a month after Bristol Investment Fund bought $2.5 million of the company's convertible debentures, it left Bristol simultaneously lender, consultant, insider and de facto boss.
Sold $2.5 million of convertible debentures plus warrants for a combined 33.3 million shares (at $0.15 and a nominal $0.0001 strike) to Bristol Investment Fund, an entity controlled by the company's own Board Chairman -- a large, insider-favorable related-party financing.
Signed the formal employment contract behind Randall Malinoff's July promotion to operating chief, on the $225,000 salary and 600,000 options already announced.
20 July 2016director officer appointment● NeutralMajor
Papered two management changes at once: director John D. Maatta's promotion to chief executive, backdated to May 2016, on $250,000 a year and 1.1 million options -- 300,000 of which vest only if the company is sold -- and Randall Malinoff's move from interim to permanent operating chief on $225,000 and 600,000 options.
Hired Randall Malinoff, a former Universal Music and Universal Studios digital-marketing executive, as interim operating chief on a rolling 90-day contract at $150,000 a year.
Wizard World restructured its CONtv streaming joint venture with Cinedigm, stepping back to a capped, non-dilutable 10% stake and limiting its further funding exposure to $300,000 total -- a retreat that curbs downside from a venture that had been costing more than planned.
Wizard World extended CEO John Macaluso's employment agreement to 2018 with a base salary plus tiered cash bonuses (up to 30% of Adjusted EBITDA) and stock options.
26 Aug 2013capital raising announcement▲ GoodMajor
Converted all outstanding Series A Preferred Stock into about 9.5 million common shares and exchanged roughly 8.0 million warrants for about 4.0 million more shares, plus 1.6 million shares to cover accrued dividends -- eliminating derivative liabilities from the balance sheet and closing out the 2011-2012 Series A financing round (about 51.1 million shares then outstanding).
Wizard World signed a 7-year office lease in El Segundo, California with landlords Bristol Capital, LLC and 225 California Street, LLC -- entities managed by one of the company's own directors and its CEO, respectively. The related-party arrangement (about $6,900/month) was approved by disinterested board members.
22 Mar 2013director officer appointment● NeutralMajor
Paul L. Kessler joined the board alongside Kenneth Shamus, each with 150,000 options at $0.40, and the board finally created audit and compensation committees. Kessler's arrival begins the Bristol Capital presence that would dominate this registrant's financing and governance for the next eleven years, through the crypto pivot and into the Prairie oil and gas era.