AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): February 18,
Edison Nation, Inc.)
Name of Registrant as Specified in Charter)
or other jurisdiction
West Broad Street, Suite 1004
of principal executive offices)
Telephone Number, Including Area Code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Stock, $0.001 par value per share
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).
growth company [X]
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]
1.01. Entry into a Material Definitive Agreement.
February 23, 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
February 18, 2021 with one accredited investor (the “Investor”),
the Company issued a Senior Convertible Note for the purchase price
of $10,000,000 (the “Note”) and five (5) year warrants (the
“Warrant”) to purchase shares of the Company’s common stock, par
value $0.001 per share (“Common Stock”).
Note carries an interest rate of 6% per annum compounding
monthly and matures on February 23, 2022. The Note contains a
voluntary conversion mechanism whereby the Noteholder may convert
at any time after the Issuance Date, in whole or in part, the
outstanding principal and interest under the Note into shares
of the Common Stock at a conversion price of $4.847 per share (the
“Conversion Shares”). The Note shall be a senior unsecured
obligation of the Company and its subsidiaries. The Note
contains customary events of default (each an “Event of Default”).
If an Event of Default occurs, interest under the Note will accrue
at a rate of twelve percent (12%) per annum and the outstanding
principal amount of the Note, plus accrued but unpaid interest,
liquidated damages and other amounts owing with respect to the Note
will become, at the Note holder’s election, immediately due and
payable in cash. Upon completion of a Change of Control (as defined
in the Note), the Note’s holder may require the Company to purchase
any outstanding portion of the Note in cash at a price in
accordance with the terms of the Note.
to the Purchase Agreement, the Investor received a Warrant in an
amount equal to 900% of the shares of Common Stock initially
issuable to the Investor pursuant to the conversion terms of the
Investor’s Note. The Warrant contains an exercise price of $3.722
per share, subject to adjustments as provided under the terms of
the Warrant. In connection with the closing of the Offering, the
Warrant was exercisable for an aggregate of 18,568,188 shares
of Common Stock (the “Warrant Shares”).
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
of the Purchase Agreement to register the Conversion 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.
Capital Group, LLC. (the “Placement Agent”) acted as placement
agent for the Offering. The Placement Agent received cash
compensation of $900,000 (8% of the gross proceeds to the Company
plus an additional 1% of the gross proceeds to the Company for
foregoing provides only brief descriptions of the material terms of
the Purchase Agreement, the Note, the Warrant and the Registration
Rights Agreement, 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 Note, the
Warrant and the Registration Rights Agreement filed as exhibits to
this Current Report on Form 8-K, and are incorporated herein by
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of 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. Unregistered Sales of Equity Securities.
1.01 is hereby incorporated by reference.
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 Note, Warrant, Conversion 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.
8.01. Other Events.
February 23, 2021, the Company issued a joint press release with
ZASH Global Media and Entertainment Corporation (“Zash”) regarding
Zash’s entrance into a definitive acquisition agreement with
Lomotif Private Limited (“Lomotif”) pursuant to which Zash intends
to a acquire a majority controlling interest in Lomotif. Zash’s
acquisition of Lomotif is expected to occur concurrently with the
Company’s proposed merger with ZASH Global Media and Entertainment
Corporation, which was previously announced by the Company on
January 20, 2021.
STATEMENTS AND EXHIBITS.
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.
February 23, 2021
Christopher B. Ferguson