AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): January 25, 2021 (January 21, 2021)
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 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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]
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]
1.01. Entry into a Material Definitive Agreement.
January 25, 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 21, 2021 with one accredited investor (the
“Investor”), the Company issued a Senior Convertible Note for the purchase price of $12,000,000 (the
“Note”) and a five (5) year warrant (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 and matures on the 12-month anniversary of the Issuance Date (as defined in the
Note). 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 balance of the Note into shares of the Common Stock at a conversion price of $2.00 per share
(the “Conversion Shares”). The Note shall be a senior 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 250% of the shares of Common Stock initially
issuable to each Investor pursuant to the Investor’s Note. The Warrant contains an exercise price of $2.00 per share.
In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of 15,000,000 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 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 $1,080,000 (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company
for non-accountable expenses). The Placement Agent also received a Warrant in an amount equal to 8% of the shares of Common Stock initially
issuable to each Investor pursuant to the Investor’s Note.
foregoing provides only brief descriptions of the material terms of the Purchase Agreement, the Note, 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
Note, the Warrant and the Registration Rights Agreement filed as exhibits to this Current Report on Form 8-K, and are incorporated
herein by reference.
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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
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.
January 25, 2021
Christopher B. Ferguson|