As filed with the Securities and Exchange Commission on February 12, 2021

 

Registration Statement No. 333-252819

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1/A

(Amendment Number 1)

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

 

VINCO VENTURES, INC.

(f/k/a Edison Nation, Inc.)

(Exact name of registrant as specified in its charter)

 

Nevada   3944   82-2199200

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

Vinco Ventures, Inc.

1 West Broad Street, Suite 1004

Bethlehem, Pennsylvania 18018

(866) 900-0992

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Christopher B. Ferguson

Chief Executive Officer

Vinco Ventures, Inc.

 

1 West Broad Street, Suite 1004

Bethlehem, Pennsylvania 18018

(866) 900-0992

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Joseph Lucosky, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
   
Non-accelerated filer [X] Smaller reporting company [X]
   
  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 7(a)(2)(B) of the Securities Act. [X]

 

 

 

     
 

 

EXPLANATORY NOTE

 

Vinco Ventures, Inc. (the “Registrant”) is filing this Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-252819) (the “Registration Statement”) to file Exhibits 5.1 and 23.2 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibits 5.1 and 23.2 (which is included in Exhibit 5.1). The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.

 

Item 16. Exhibits and Financial Statement Schedules

 

(a) Exhibits.

 

Exhibit      

Incorporated By Reference

to

  Filed
Number   Description   Form   Exhibit   Filing Date   Herewith
3.1   Articles of Merger, filed with the Secretary of State of Nevada effective September 7, 2018   8-K   3.1   September 12, 2018    
3.2   Second Amended and Restated Bylaws of Edison Nation, Inc.   8-K   3.2   September 12, 2018    
3.3   Second Amended and Restated Articles of Incorporation of Edison Nation, Inc.   8-K   3.1   March 26, 2020    
3.4   Certificate of Designation of Series B Convertible Preferred Stock   8-K   3.1   October 16, 2020    
3.5   Amendment to Certificate of Designation of Series B Convertible Preferred Stock   S-1    3.5   February 5, 2021    
5.1   Legal opinion of Lucosky Brookman LLP               X
10.1   Form of Senior Convertible Promissory Note   8-K   2.1   July 6, 2018    
10.1   Membership Interest Purchase Agreement dated June 29, 2018   8-K   10.1   July 6, 2018    
10.2   Fifth Amended and Restated Operating Agreement of Edison Nation Holdings, LLC, dated September 4, 2018   8-K   10.2   September 6, 2018    
10.3   Registration Rights Agreement dated September 4, 2018   8-K   10.3   September 6, 2018    
10.4+   Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan   8-K   3.3   September 12, 2018    
10.5+   Employment Agreement, by and between Edison Nation, Inc. and Christopher Ferguson, dated September 26, 2018   8-K   10.1   October 5, 2018    
10.6+   Employment Agreement, by and between Edison Nation, Inc. and Phil Anderson, dated September 26, 2018   8-K   10.2   October 5, 2018    
10.7   Stock Purchase Agreement, dated October 24, 2018   8-K   10.1   October 30, 2018    
10.8   Securities Purchase Agreement, dated March 6, 2019   8-K   10.1   March 13, 2019    
10.9   Senior Convertible Promissory Note, dated March 6, 2019   8-K   10.2   March 13, 2019    
10.10   Pledge Agreement, dated March 12, 2019   8-K   10.3   March 13, 2019    
10.11   Form of Securities Purchase Agreement dated May 13, 2019   8-K   10.1   May 17, 2019    
10.12   Form of Senior Convertible Promissory Note dated May 13, 2019   8-K   10.2   May 17, 2019    
10.13   Settlement and Release Agreement dated June 17, 2019 with FirstFire Global Opportunities Fund, LLC   8-K   10.1   June 19, 2019    
10.14   Loan Agreement with Tiburon Opportunity Fund, dated June 14, 2019   8-K   10.1   June 20, 2019    
10.15   Operating Agreement of Ed Roses, LLC, dated August 23, 2019   S-1   10.18   February 12, 2020    
10.16   Securities Purchase Agreement with Labrys Fund, LP, dated August 26, 2019   8-K   10.1   August 29, 2019    
10.17   12% Convertible Promissory Note, dated August 26, 2019   8-K   10.2   August 29, 2019    
10.18   Form of Share Purchase Agreement, dated October 2, 2019   8-K   10.1   October 4, 2019    
10.19   Form of Registration Rights Agreement, dated October 2, 2019   8-K   10.2   October 4, 2019    
10.20   Uber Mom Asset Purchase Agreement, dated November 6, 2019   S-1   10.23   February 12, 2020    
10.21   Purchase of Inventory and Repurchase Agreement with Claudia McFillin and Joseph Tropea, dated November 12, 2019   S-1   10.24   February 12, 2020    
10.22   Future Receivables Sale and Purchase Agreement with Velocity Group USA Inc., dated November 18, 2019   S-1   10.25   February 12, 2020    
10.23   10% Senior Secured Note with 32 Entertainment LLC, dated December 4, 2019   S-1   10.26   February 12, 2020    
10.24   Common Stock Purchase Warrant with 32 Entertainment LLC, dated December 4, 2019   S-1   10.27   February 12, 2020    

 

  II-2  
 

 

Exhibit      

Incorporated By Reference

to

  Filed
Number   Description   Form   Exhibit   Filing Date   Herewith
10.25   Registration Rights Agreement with 32 Entertainment LLC, dated December 4, 2019   S-1   10.28   February 12, 2020    
10.26   Loan Agreement with Tiburon Opportunity Fund, dated January 2, 2020   S-1   10.29   February 12, 2020    
10.27   5% Note Agreement with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020   S-1   10.30   February 12, 2020    
10.28   Common Stock Purchase Warrant with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020   S-1   10.31   February 12, 2020    
10.29   5% Note Agreement with Paul J. Solit and Julie B. Solit, dated January 15, 2020   S-1   10.32   February 12, 2020    
10.30   Common Stock Purchase Warrant with Paul J. Solit and Julie B. Solit, dated January 15, 2020   S-1   10.33   February 12, 2020    
10.31   5% Note Agreement with Richard O’Leary, dated January 17, 2020   S-1   10.34   February 12, 2020    
10.32   Common Stock Purchase Warrant with Richard O’Leary, dated January 15, 2020   S-1   10.35   February 12, 2020    
10.33   Loan Agreement with Greentree Financial Group, Inc., dated January 23, 2020   8-K   10.1   January 29, 2020    
10.34   10% Convertible Promissory Note with Greentree Financial Group, Inc., dated January 23, 2020   8-K   10.2   January 29, 2020    
10.35   Common Stock Purchase Warrant with Greentree Financial Group, Inc., dated January 23, 2020   8-K   10.3   January 29, 2020    
10.36   Amendment Agreement with Greentree Financial Group, Inc., dated January 29, 2020   8-K   10.4   January 29, 2020    
10.37   Asset Purchase Agreement between HMNRTH, LLC, TCBM Holdings, LLC and Edison Nation, Inc. and Scalematix, LLC dated March 11, 2020   8-K   10.1   March 12, 2020    
10.38   Securities Purchase Agreement between Edison Nation, Inc. and Jefferson Street Capital, LLC dated April 7, 2020   8-K   10.3   April 27, 2020    
10.39   Convertible Promissory Note between Edison Nation, Inc. and Jefferson Street Capital, LLC dated April 7, 2020   8-K   10.4   April 27, 2020    
10.40   Securities Purchase Agreement between Edison Nation, Inc. and BHP Capital NY Inc. dated April 7, 2020   8-K   10.1   April 27, 2020    
10.41   Convertible Promissory Note between Edison Nation, Inc. and BHP Capital NY Inc dated April 7, 2020   8-K   10.2   April 27, 2020    
10.42   Promissory Note Small Business Administration-Paycheck Protection Program dated April 15, 2020   8-K   10.8   April 27, 2020    
10.43   Consulting Agreement between Edison Nation, Inc. and Tiburon dated April 24, 2020   8-K   10.5   April 27, 2020    
10.44   Debt Conversion Agreement between Edison Nation, Inc. and Tiburon Opportunity Fund dated April 24, 2020   8-K   10.6   April 27, 2020    
10.45   Distributor Agreement between Edison Nation Holdings, LLC and Marrone Bio Innovations, Inc. dated May 13, 2020   10-K   10.45   May 29, 2020    
10.46   Secured Line of Credit Agreement between Global Solutions, LLC, Edison Nation, Inc. and PPE Brickell Supplies, LLC dated May 20, 2020   8-K   10.1   May 26, 2020    
10.47   Security Agreement between Global Solutions, LLC, Edison Nation, Inc. and PPE Brickell Supplies, LLC dated May 20, 2020   8-K   10.2   May 26, 2020    
10.48   Agreement and Plan of Share Exchange Agreement between Edison Nation, Inc. PPE Brickell Supplies, LLC and Graphene Holdings, LLC dated May 20, 2020   8-K   10.3   May 26, 2020    
10.49   Amended Limited Liability Company Agreement of Global Clean Solutions, LLC dated May 20, 2020   8-K   10.4   May 26, 2020    
10.50   Purchase of Inventory and Repurchase Agreement between Edison Nation, Inc. and Fergco Bros, LLC dated May 7, 2020   10-K   10.50   May 29, 2020    
10.51   Amendment to Purchase of Inventory and Repurchase Agreement between Edison Nation, Inc. and Fergco Bros, LLC dated May 15, 2020   10-K   10.51    May 29, 2020    
10.52   Amendment to Senior Secured Note between Edison Nation, Inc. and 32 Entertainment, LLC dated May 19, 2020   10-K   10.52    May 29, 2020    
10.53   Amended Subordinate Secured Note between Edison Nation, Inc and 32 Entertainment, LLC dated May 19, 2020   10-K   10.53   May 29, 2020    
10.54   Agreement for the Purchase and Sale of Common Stock of Cloud B, Inc. dated February 17, 2020   8-K   10.1   February 21, 2020    
10.55   Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Richard O’Leary dated July 10, 2020   S-1   10.55   July 16, 2020    
10.56   Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Equity Trust Company, a Custodian FBO: Rawleigh H. Ralls IRA dated July 10, 2020   S-1   10.56   July 16, 2020    
10.57   Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Paul J. Solit and Julie B. Solit dated July 10, 2020   S-1   10.57   July 16, 2020    
10.58   Convertible Promissory Note between Edison Nation, Inc. and Jefferson Street Capital, LLC dated July 29, 2020   10-Q   10.30   August 18, 2020    
10.59   Memorandum of Understanding between the Global Clean Solutions, LLC, Office Mart, Inc. and ZAAZ Medical, Inc. dated June 8, 2020   10-Q   10.31   August 18, 2020    
10.60   Amendment to Memorandum of Understanding dated August 6, 2020   10-Q   10.32   August 18, 2020    
10.61   Forbearance Agreement between the Company and Jefferson Street Capital, LLC dated October 7, 2020   10-Q   10.33   November 23, 2020    

 

  II-3  
 

 

10.62   Asset Purchase Agreement between Honey Badger Media, LLC and Honey Badger, LLC dated November 10, 2020   8-K   10.1   November 12, 2020    
10.63   Platform License Agreement between Honey Badger Media, LLC and Honey Badger Media, LLC dated November 10, 2020   8-K   10.2   November 12, 2020    
10.64   Inventory Management Agreement between Edison Nation, LLC and Forever 8 Fund, LLC dated November 17, 2020   10-Q   10.36   November 23, 2020    
10.65   Stock Exchange Agreement dated between Jupiter Wellness, Inc, SRM Entertainment, Ltd and Vinco Ventures, Inc. dated November 30, 2020   8-K   1.1   December 3, 2020    
10.66   Agreement to Complete a Plan of Merger between Vinco Ventures, Inc., Vinco Acquisition Corporation and ZASH Global Media and Entertainment Corporation dated January 20, 2021   8-K   10.1   January 21, 2021    
10.67   Contribution Agreement by and among ZVV Media Partners, LLC, Vinco Ventures, Inc. and Zash Global Media and Entertainment Corporation dated January 19, 2021   8-K   10.1   January 21, 2021    
10.68   Senior Convertible Note between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021   8-K   4.1   January 25, 2021    
10.69   Securities Purchase Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021   8-K   10.1   January 25, 2021    
10.70   Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021   8-K   10.2   January 25, 2021    
10.71   Registration Rights Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021   8-K   10.3   January 25, 2021    
10.72   Securities Purchase Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 20201   8-K   10.1   February 4, 2021    
10.73   Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 2021   8-K   10.2   February 4, 2021    
10.74   Registration Rights Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 2021   8-K   10.3   February 4, 2021    
10.75   Employment Agreement between Vinco Ventures, Inc. and Christopher Ferguson dated February 2, 2021   S-1   10.75   February 5, 2021    
10.76   Employment Agreement between Vinco Ventures, Inc. and Brett Vroman dated February 2, 2021   S-1    10.76   February 5, 2021    
10.77   Employment Agreement between Vinco Ventures, Inc. and Brian McFadden dated February 2, 2021   S-1    10.77   February 5, 2021    
21.1   List of Significant Subsidiaries   S-1   21.1   February 12, 2020    
21.2   Articles of Incorporation of Vinco Ventures, Inc. filed with the State of Nevada   8-K   21.1   November 12, 2020    
21.3   Articles of Formation of Honey Badger Media, LLC filed with the State of Nevada   8-K   21.1   November 12, 2020    
23.1   Consent of Marcum llp   S-1   23.1   February 5, 2021    
23.2   Consent of Lucosky Brookman LLP (included in Exhibit 5.1)               X
                     
24.1   Power of Attorney (included on the signature page of the initial Registration Statement)   S-1   24.1   February 5, 2021    
                     
101.INS   XBRL Instance Document   S-1   101.INS   February 5, 2021    
101.SCH   XBRL Taxonomy Extension Schema Document   S-1   101.SCH   February 5, 2021    
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document   S-1   101.CAL   February 5, 2021    
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document   S-1   101.DEF   February 5, 2021    
101.LAB   XBRL Taxonomy Extension Label Linkbase Document   S-1   101.LAB   February 5, 2021    
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document   S-1   101.PRE   February 5, 2021    

 

  + Denotes a management compensatory plan, contract or arrangement

 

(b) Financial statement schedules.

 

No financial statement schedules are provided because the information called for is not required or is shown in the consolidated financial statements or related notes.

 

  II-4  
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, we have duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Bethlehem, Pennsylvania, on February 12, 2021.

 

  VINCO VENTURES, INC.
     
  By: /s/ Christopher B. Ferguson
    Christopher B. Ferguson
    Chief Executive Officer

 

Signature   Title   Date
         
/s/ Christopher B. Ferguson   Chief Executive Officer and Chairman of the Board of Directors   February 12, 2021
Christopher B. Ferguson   (Principal Executive Officer)    
         
/s/ Brett Vroman   Chief Financial Officer   February 12, 2021
Brett Vroman   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ *   Director   February 12, 2021
Louis Foreman        
         
/s/ *   Director   February 12, 2021
Frank Jennings        
         
/s/ *   Director   February 12, 2021
Mary Ann Halford        
         
/s/ *   Director   February 12, 2021
Kevin J. O’Donnell        

 

* By:

/s/ Christopher B. Ferguson

 
  Christopher B. Ferguson  
  Attorney-in-Fact  

 

  II-5  

 

 

 

Exhibit 5.1

 

 

February 12, 2020

 

Vinco Ventures, Inc.

1 West Broad Street, Suite 1004

Bethlehem, Pennsylvania 18018

 

RE: Amendment No. 1 to Registration Statement on Form S-1

 

Gentlemen:

 

We have acted as counsel to you, Vinco Ventures, Inc., a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission (the “Commission”) in connection with the offering from time to time, pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of 24,480,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), consisting of 1,500,000 shares of Common Stock (the “Common Shares”), 16,980,000 shares of Common Stock that may be issued from time to tie upon exercise of warrants (the “Warrant Shares”) and 6,000,000 issuable upon conversion of convertible notes (the “Notes Shares”, and together with the Common Shares and Warrant Shares, the “Shares”) (File No. 333-252819) (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

 

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

 

Subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that (i) the Common Shares have been validly issued, are fully paid, and are non-assessable, and (ii) that the Notes Shares, when issued upon exercise of the convertible promissory notes as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable, and (iii) the Warrant Shares, when issued upon the exercise of warrants against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

 

Our opinion is limited to the federal laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

 

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

 

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name as it appears in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

  Very truly yours,