Current Report Filing (8-k)
February 04 2021 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 4, 2021 (January 29, 2021)
VINCO
VENTURES, INC.
(f/k/a
Edison Nation, Inc.)
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-38448
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82-2199200
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1
West Broad Street, Suite 1004
Bethlehem,
Pennsylvania
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18018
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(Address
of principal executive offices)
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(Zip
Code)
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(866)
900-0992
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value per share
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BBIG
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Nasdaq
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item
1.01. Entry into a Material Definitive Agreement.
On
January 29, 2021 (the “Effective Date”), Vinco Ventures Inc. (the “Company”) consummated the closing of
a private placement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “Purchase
Agreement”) entered into by the Company on January 29, 2021 with one accredited investor (the “Investor”), the
Company issued 1,500,000 shares (the “Shares” and each a “Share”) of the Company’s common stock,
par value $0.001 (the “Common Stock”), at a price of $2.20 per Share, and a three (3) year warrant (the “Warrant”)
to purchase 1,500,000 shares of Common Stock (the “Warrant Shares”). As a result of the Offering, the Company received
aggregate gross proceeds of $3,300,000.
The
Warrant contains an exercise price of $2.20 per share of Common Stock. The Company is prohibited from effecting an exercise of
the Warrants to the extent that, as a result of such exercise, the holder of the Warrant together with the holder’s affiliates,
would beneficially own more than 4.99% of the number of shares of Common Stock of the Company outstanding immediately after giving
effect to the issuance of the Warrant Shares, which beneficial ownership limitation may be increased by the holder up to, but
not exceeding 9.99%.
The
Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”).
The Registration Rights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)
a Registration Statement by 30 days following the Closing Date to register the Shares and Warrant Shares (the “Registration
Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the
Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if
the Registration Statement receives comments from the Commission.
The
foregoing provides only brief descriptions of the material terms of the Purchase Agreement, the Warrant and the Registration Rights
Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the full text of the forms of the Purchase Agreement, the Warrant
and the Registration Rights Agreement filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
Item
1.01 is hereby incorporated by reference.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The Warrant, Shares and Warrant Shares were not registered under the Securities Act, but qualified for exemption under Section
4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities
Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section
4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner
of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of
securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section
4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities bearing a legend stating that such securities
are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above
factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
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Item
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date:
February 4, 2021
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VINCO
VENTURES, INC.
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By:
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/s/
Christopher B. Ferguson
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Name:
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Christopher
B. Ferguson
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Title:
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Chief
Executive Officer
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Vinco Ventures (NASDAQ:BBIG)
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