Past year: ▼ 80%(40.6c – 2.05 USD)
Each one in plain English, with the numbers worked through for a shareholder.
20 Sept 2012business combination▼ BadMajor
The eighth and final rewrite of the reverse-merger report, filed 21 months after the deal closed and adding a further audited year (2008) of the convention business's accounts. A shell-company merger that took eight attempts and nearly two years to describe acceptably is a governance signal in its own right.
13 July 2012director officer appointment▼ Bad
Enlarged the incentive plan's share reserve from 5 million to 7.5 million shares -- the second increase in fourteen months to a pool that started at 3 million.
29 June 2012business combination▼ Bad
A seventh rewrite of the same December 2010 merger disclosure, eighteen months on.
3 May 2012capital raising announcement▲ Good
Closed a second round ($725,000 from 12 investors) of the same Series A Preferred Stock offering.
20 Apr 2012business combination● Neutral
A sixth rewrite, filed with no exhibits at all and updating the share count to 35,044,878.
5 Apr 2012capital raising announcement▲ Good
Closed the first round ($825,000 from 10 investors) of a targeted $2 million Series A Preferred Stock offering plus warrants.
19 Mar 2012director officer appointment● NeutralMajor
Director John Macaluso became president and chief executive on a three-year contract, while Michael Mathews stepped back from executive chairman to plain chairman. Macaluso's pay started at $10,000 a month, rose to $30,000 with a third of it deferred unless the company earned $100,000 in adjusted profit, plus warrants over 1,000,000 shares at $0.44 -- terms that say how tight the cash was.
1 Feb 2012business combination▼ Bad
A fifth rewrite of the reverse-merger report, fourteen months after the transaction it describes.
27 Dec 2011capital raising announcement● Neutral
Raised $250,000 from a trust for the children of Executive Chairman Michael Mathews -- a related-party insider investment (357,143 shares at $0.70).
12 Dec 2011capital raising announcement▼ Bad
Raised $325,000 through 6% Senior Convertible Debentures, mandatorily convertible into Series A Preferred Stock once a qualifying $500,000+ Series A placement closed.
17 Nov 2011business combination● Neutral
A fourth rewrite of the same document, now attaching the certificates of designation for the preferred stock issued during 2011 alongside the original merger terms.
15 Sept 2011director officer appointment▼ Bad
Amended the four-month-old incentive plan to let the board price stock options below market value -- a loosening that makes insider grants cheaper for the recipient and more dilutive for everyone else.
13 Sept 2011business combination▼ Bad
A third rewrite of the December 2010 merger disclosure, nine months after the deal closed -- the company still could not describe its own reverse merger to the SEC's satisfaction.
30 Aug 2011capital raising announcement▼ Bad
Raised $455,000 through 14%-interest Convertible Promissory Notes (4-month maturity) plus warrants -- a short-term, high-cost bridge loan.
1 July 2011business combination● Neutral
A second full rewrite of the same reverse-merger report, this time adding audited 2009 and 2010 accounts for the convention business the shell had bought and putting the post-deal share count at 34,687,735.
31 May 2011director officer appointment● Neutral
Put founder and chief executive Gareb Shamus onto a formal employment contract, with a director agreement, indemnity, non-compete and 150,000 options -- regularising the position of the man who had taken control of the shell in the December 2010 reverse merger.
26 May 2011director officer appointment● Neutral
Appointed John D. Maatta, a media lawyer, to the board on the standard 150,000-option package; he would take over as chief executive five years later and still be running the company when it pivoted to crypto mining.
13 May 2011director officer appointment● Neutral
Appointed John Macaluso to the board on the same standard 150,000-option package; within ten months he would be running the company.
12 May 2011director officer appointment● Neutral
Adopted a 2011 incentive plan reserving 3,000,000 shares for options and restricted stock to directors, officers, consultants and employees -- the vehicle through which most of the company's equity was handed out over the following decade.
9 May 2011director officer appointment● Neutral
Added Greg Suess, a Beverly Hills entertainment lawyer and talent manager, to the board with 150,000 options vesting over three years -- the first of four directors recruited in a single month as the comic-convention business took shape.
25 Apr 2011capital raising announcement● Neutral
As newly renamed Wizard World, Inc., raised $575,000 in a private placement of Series A Cumulative Convertible Preferred Stock plus warrants -- early funding for the comic-convention events business.
25 Mar 2011financial restatement● Neutral
Wizard World's board concluded that KTC Corp.'s and its predecessor's earliest financial statements needed to be restated to properly reflect the reverse-merger recapitalization accounting -- a technical fix, not a business or fraud issue.
25 Mar 2011director officer appointment● Neutral
Made Michael Mathews chairman on a $20,000-per-quarter stipend and, on the same day, hired him separately as a consultant to build the company's digital business, paying him 1,000,000 restricted shares over four years. His children's trust would put $250,000 of cash in nine months later.
23 Feb 2011auditor change▼ Bad
An amendment corrected the prior week's auditor-change filing: Seale & Beers' audit reports had in fact included a going-concern qualification (the company had no revenue and an accumulated deficit), not the clean opinion originally stated. Li & Company was engaged as the new auditor.
18 Feb 2011business combination● Neutral
Rewrote the December 2010 reverse-merger report in full, spelling out for the first time that 33,430,107 shares -- about 96.4% of the company -- went to Kick the Can's owners and that $775,000 of preferred stock was sold at closing. This was the first of eight successive rewrites of the same disclosure.
8 Feb 2011auditor change● Neutral
The newly renamed company (Wizard World) dismissed Seale & Beers as its auditor, describing the prior audit reports as clean.
13 Jan 2011business combination● Neutral
An amendment to the change-of-control information statement was filed, updating the required disclosures ahead of the new board taking office.
20 Dec 2010business combination● Neutral
The company filed the required information statement disclosing the incoming board slate that would take control following the reverse merger, per SEC rules governing changes of control outside a shareholder vote.
14 Dec 2010business combination▲ GoodMajor
The reverse merger closed: Kick the Can Corp. became a wholly owned subsidiary, Gareb Shamus took over as CEO and Chairman, and the shell (still legally GoEnergy at this point, soon renamed Wizard World) fully adopted KTC's pop-culture convention business -- Comic-Con-style events across North America.
16 Nov 2010debt financing▲ GoodMajor
GoEnergy agreed to reverse-merge with Kick the Can Corp. (KTC), a newly formed producer of pop-culture and comic-book conventions, issuing 95.5% of its stock to KTC's owners and cancelling the prior majority holder's shares -- GoEnergy's pivot away from oil and gas into live entertainment. It also issued $200,000 in bridge notes to fund the transition.
