Current Report Filing (8-k)
March 12 2020 - 8:01AM
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):
March 12, 2020 (March 11, 2020)
EDISON
NATION, INC.
(Exact
Name of Registrant as Specified in Charter)
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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(484)
893-0060
(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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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:
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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EDNT
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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.
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Entry
into a Material Definitive Agreement.
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Asset
Purchase Agreement
On March 11, 2020, the Company and
its wholly owned subsidiary, Scalematix, LLC, entered into an Asset Purchase Agreement (the “Agreement”) with
HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”) (together Seller and Owner the “Selling
Parties”) for the purchase of certain assets in the health wellness industry and related consumer products industry that
are included on Schedule 1.01 of the Agreement. Under the terms of the Agreement, Buyer is to remit $70,850 via wire transfer
at Closing and shall issue to a representative of the Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty
(238,750) shares of restricted common stock.
In
addition, the Selling Parties shall have the right to additional earn out compensation based upon the following metrics: (i) at
such time as the purchased assets achieve cumulative revenue of $2,500,000, the Selling Parties shall earn One Hundred Twenty-Five
Thousand (125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative revenue of
$5,000,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock.
The
Closing of the transaction occurred on March 11, 2020.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above. The Company assumes no duty to update any forward-looking
statements other than as required by applicable law.
The
Agreement and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors
with information regarding the terms of the Agreement, and not to provide shareholders and investors with any other factual information
regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties
in the Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or
any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form
8-K, the Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would
contradict the representations and warranties in the Agreement. The Company will provide additional disclosure in its public
reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal
securities laws and that might otherwise contradict the representations and warranties contained in the Agreement and will update
such disclosure as required by federal securities laws. Accordingly, the Agreement should not be read alone, but should instead
be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained
in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other
documents that the Company files with the SEC.
Item
2.01.
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COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
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The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
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:
March 12, 2020
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EDISON
NATION, 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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