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): May 9, 2019

 

EDISON NATION, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-38448   82-2199200
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

909 New Brunswick Avenue

Phillipsburg, New Jersey

  08865
(Address of principal executive offices)   (Zip Code)

 

(610) 829-1039
(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.  ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

 Title of each class

 

Trading Symbol(s)

  Name of each exchange on which registered
Common Stock, $0.001 par value per share   EDNT   Nasdaq

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 9, 2019, Edison Nation, Inc. issued a press release announcing its financial performance for the first fiscal quarter ended March 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01. Regulation FD Disclosure.

 

The disclosure contained in Item 2.02 of this Report is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  Exhibit Number   Description of Exhibit
       
  99.1   Press Release dated May 9, 2019

 

 

 

 

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 hereunto duly authorized.

 

  EDISON NATION, INC.
     
     
  By: /s/ Christopher B. Ferguson
    Christopher B. Ferguson
    Chief Executive Officer
     
Date: May 10, 2019    

 

 

 

Exhibit 99.1

 

Edison Nation Reports Preliminary Unaudited First Quarter 2019 Revenue Growth of Over 68% to $5.7 Million

 

Growth Driven by Successful Product Launches and Efficiencies Across Platform

 

PHILLIPSBURG, N.J., May 9, 2019 – Edison Nation, Inc. (NASDAQ: EDNT), a full-service product development and marketing company, has reported preliminary unaudited financial results for the first quarter end March 31, 2019.

 

Edison Nation is expecting Q1 2019 revenues to increase by over 68% to $5.7 million, compared to Q1 2018 revenues of $3.4 million. This increase is primarily due to the consolidation of several businesses acquired in the second half of 2018, as well as several successful Q1 2019 products launches.

 

The Company’s 2019 anticipated financial results are preliminary and based on the most current information available and are subject to the completion of the financial statements. The Company anticipates releasing its financial and operations results via a press release and 10-Q on May 15, 2019.

 

“The strong first quarter growth highlights the success of product launches and the integration of our end-to-end product solution into one cohesive platform,” said Chris Ferguson, Chief Executive Officer of Edison Nation. “To that end, we have consolidated all businesses into three operating units which allows us to leverage each distinct area of focus. These units focus on idea development, product launches and sales optimization.”

 

“We spent 2018 building the engine and believe that we are well positioned to create significant value for our shareholders. As we move throughout 2019, we anticipate leveraging our unique platform at an accelerated pace, which will allow us to bring products to market at light speed and grow sales across all channels.” concluded Ferguson.

 

About Edison Nation, Inc.

Edison Nation, Inc. (NASDAQ: EDNT) is a vertically integrated innovation aggregation and full-service product development and manufacturing company, offering innovation sourcing, design, sales, fulfillment and shipping services. Edison Nation's model is to provide a risk-mitigated platform that connects innovators with companies to bring new products to market. For more information, please visit www.edisonnation.com .

 

Forward Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations and plans, including assumptions underlying such statements, are forward-looking statements, and should not be relied upon as representing the Company’s views as of any subsequent date. Such forward-looking statements are based on information available to the Company as of the date of this release and involve a number of risks and uncertainties, some beyond the Company’s control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including consumer, regulatory and other factors affecting demand for the Company’s products, any difficulty in marketing the Company’s products in global markets, competition in the market for consumer products, any inability to raise capital to fund operations and service the Company’s debt. Additional information that could lead to material changes in the Company’s performance is contained in its filings with the SEC. The Company is under no obligation to, and expressly disclaims any responsibility to, update or alter forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.

 

Investor Relations:

Greg Falesnik
Managing Director
MZ North America
Direct: 949-385-6449
EDNT@mzgroup.us