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 and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 9, 2021 (March 30, 2021)

 

VINCO VENTURES, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   001-38448   82-2199200

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1 West Broad Street, Suite 1004

Bethlehem, Pennsylvania

(Address of principal executive offices, including zip code)

 

(866) 900-0992

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[  ] Written communication 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)).

 

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   BBIG   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 Entry Into A Material Definitive Agreement

 

As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021, Vinco Ventures, Inc. (the “Company”), entered into an Agreement to Complete a Plan of Merger (the “Merger Agreement”), by and among the Company, Vinco Acquisition Corporation (“Merger Sub”) and wholly owned subsidiary of the Company, and ZASH Global Media and Entertainment Corporation, a Delaware corporation (“ZASH”).

 

On March 30, 2021, the Company, Merger Sub and ZASH entered into that certain First Amendment to Agreement to Complete a Plan of Merger (the “Amendment”), which amends the Merger Agreement to extend the closing date of the merger to on or about May 28, 2021.

 

Other than as expressly modified by the Amendment, the Merger Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 21, 2021, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 2.02 Results of Operations and Financial Condition.

 

On April 9, 2021, the Company issued a press release announcing the financial and operating results of the Company for the year ended December 31, 2020. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

The information in Item 2.02 and Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

The Press Release can also be found on our website at https://investors.vincoventures.com/press-releases.

 

 

 

 

Item 8.01 Other Events.

 

On March 30, 2021, the Company issued a press release announcing that on April 12, 2021, at 4:30 pm (Eastern Time), it will be holding an earnings phone call open to the public at which Mr. Christopher B. Ferguson, the Company’s Chief Executive Officer, along with Mr. Brett Vroman, the Company’s Chief Financial Officer, will be discussing the financial and operating results of the Company for the year ended December 31, 2020.

 

A copy of the press release is filed hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
10.1   First Amendment to Agreement to Complete a Plan of Merger, dated March 30, 2021, by and among Vinco Ventures, Inc., Vinco Acquisition Corporation and ZASH Global Media and Entertainment Corporation
99.1   Press Release dated April 9, 2021
99.2   Press Release dated March 30, 2021

 

 

 

 

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.

 

  VINCO VENTURES, INC.
     
Date: April 9, 2021 By: /s/ Christopher B. Ferguson
  Name: Christopher B. Ferguson
  Title: Chief Executive Officer

 

 

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT

TO

AGREEMENT TO COMPLETE A PLAN OF MERGER

 

THIS FIRST AMENDMENT TO AGREEMENT TO COMPLETE A PLAN OF MERGER (this “Amendment”) is made as of March 30, 2021 by and among Vinco Ventures, Inc., a Nevada corporation (“VINCO”), Vinco Acquisition Corporation, a Nevada corporation (“MERGER SUB”) and wholly owned subsidiary of VINCO, and ZASH Global Media and Entertainment Corporation, a Delaware corporation (“ZASH”).

 

WHEREAS, on January 20, 2021, the parties hereto entered into that certain Agreement to Complete a Plan of Merger (the “Agreement”);

 

WHEREAS, the parties hereto wish to amend the Agreement as more particularly set forth

below.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

 

2. Amendment to Section 1.C. of the Agreement. Section 1.C. of the Agreement shall be deleted in its entirety and replaced with the following:

 

C. Closing. The Closing of the Merger will take place on or about May 28, 2021, but no later than the first business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transaction, other than conditions with respect to actions the respective Parties will take at the Closing itself, or such other time as the Parties may mutually determine (the “Closing”).

 

3. Amendment to Section 6.A.(1)(e) of the Agreement. Section 6.A.(1)(e) of the Agreement shall be deleted in its entirety and replaced with the following:

 

(e) the Closing shall not have been consummated on or about May 28, 2021; or

 

4. Amendment to Section 6.A.(2)(c) of the Agreement. Section 6.A.(2)(c) of the Agreement shall be deleted in its entirety and replaced with the following:

 

(c) the Closing shall not have been consummated on or about May 28, 2021; or

 

5. Survival. To the extent not expressly amended hereby, the parties hereto acknowledge and agree that the Agreement remains unchanged and in full force and effect in its entirety, which such terms are hereby ratified and confirmed.

 

 
 

 

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its rules of conflict of laws.

 

7. Effect of Amendment. This Amendment will be deemed effective as of the date first written above. Whenever the Agreement is referred to in the Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Agreement as amended by this Amendment.

 

8. Counterparts; Facsimile. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

IN WITNESS WHEREOF, ZASH, VINCO and MERGER SUB caused this Amendment to be executed and delivered by each of them or their respective officers thereunto duly authorized, all as of the date first written above.

 

VINCO VENTURES, INC.

 

By: /s/ Christopher Ferguson  
Name: Christopher Ferguson  
Title: CEO  

 

VINCO ACQUISITION CORPORATION

 

By: /s/ Christopher Ferguson  
Name: Christopher Ferguson  
Title: CEO  

 

ZASH GLOBAL MEDIA AND ENTERTAINMENT CORPORATION

 

By: /s/ Theodore Farnsworth  
Name: Theodore Farnsworth  
Title: CEO  

 

[Amendment No. 1 to Merger Agreement]

 

 


 

Exhibit 99.1

 

 

Vinco Ventures, Inc. Reports Financial Results for the Year Ended December 31, 2020

 

Bethlehem, P.A., April 9, 2021 (GLOBE NEWSWIRE) – Vinco Ventures (f/k/a Edison Nation, Inc.) (NASDAQ:BBIG), a digital media merger and acquisitions company, today announced results for the year ended December 31, 2020, operated until November 12, 2020 as Edison Nation, a multifaceted ecosystem that fosters innovation and drives IP, media and consumer products

 

Company Highlights

 

● Revenue increased 26.01% for the twelve months ended December 31, 2020 versus the twelve months ended December 31, 2019.
● Company enters into Agreement to Complete a Plan of Merger with ZASH Global Media and Entertainment Corporation
● Company completes sale of Subsidiary, SRM Entertainment Ltd
● Company commences trading under new ticker “BBIG” and launches the “Be Big” corporate strategy: Buy, Innovate and Grow focused on digital media mergers and acquistions.
● Company closes on a Purchase and Sale Agreement to acquire all outstanding membership units of TBD Safety, LLC; whose assets included 911 Help Now product and patents.
● Company purchases Honey Badger Media, LLC (a Nevada entity), a full-service content monetization company, which was launched through transactions with Honey Badger Media, LLC.
● Company introduces new Chief Strategy Officer Brian McFadden, who will concentrate on the new “Be Big” strategy and will lead the charge on targeting acquisitions that ensure long term growth.

 

Twelve Months End December 31, 2020 Financial Summary

 

Revenue

 

● Revenue for the twelve months ended December 31, 2020 increased to $15.8 million as compared to $12.5 million for the twelve months ended December 31, 2019, a 26.01% increase.
● Gross Profit for the twelve months ended December 31, 2020 decreased to $4.37 million as compared to $4.99 million for the twelve months ended December 31, 2019, a 12.28% decrease.
● Gross Margin for the twelve months ended December 31, 2020 decreased to 27.74% as compared to 39.85% for the twelve months ended December 31, 2019, a 12.11% decrease.

 

 

 

 

Net Loss

 

  ● Net loss for the twelve months ended December 31, 2020 was $5.07 million, or ($0.37) per basic and diluted share, compared to a net loss of $14.19 million, or ($2.36) per basic and diluted share for the twelve months ended December 31, 2019.

 

Adjusted EBITDA

 

  ● Adjusted EBITDA, a non-GAAP measure, totaled a negative $0.292 million for the twelve months ended December 31, 2020, compared to a negative $11.599 million for the twelve months ended December 31, 2019.

 

See below, under the heading “Use of Non-GAAP Financial Information,” for a discussion of Adjusted EBITDA and a reconciliation of such measure to the most comparable measure calculated under U.S. generally accepted accounting principles (“GAAP”).

 

For the years ended December 31, 2020 and 2019, EBITDA and Adjusted EBITDA consisted of the following:

 

   

For the Years Ended

December 31,

 
    2020     2019  
Net (loss) income from continuing operations   $ (5,065,186 )   $ (14,198,980 )
Net (loss) income from discontinued operations     (642,632 )        
Interest expense, net     3,378,131       1,298,168  
Income tax expense (benefit)     30,137       (19,547 )
Depreciation and amortization     1,381,366       1,321,186  
EBITDA     (918,184 )     (11,599,173 )
Stock-based compensation     3,241,764       2,299,915  
Impairment     -       4,443,000  
Restructuring and severance costs     765,867       446,114  
Transaction and acquisition costs     258,639       447,908  
Other non-recurring costs     107,469       1,520,777  
Gain on divestiture     (6,153,674 )     -  
Adjusted EBITDA   $ (2,698,119 )   $ (2,441,459 )

 

 

 

 

Management Commentary

 

“Increasing revenues during 2020’s pandemic crisis demonstrates the ability of the Company to adapt and scale quickly in a new environment. Leveraging that knowledge and momentum, we are continuing forward into 2021 excited for our pending merger with ZASH Global Media and Entertainment. With some great opportunities on the horizon, we remain focused on the digital media mergers and acquisitions market and will continue to BE BIG” said CEO Christopher Ferguson.

 

Twelve Months 2020 Earnings Conference Call

 

The Company is pleased to announce that it will hold its December 31, 2020 Year End Earnings Conference Call on Monday, April 12, 2021 at 4:30 pm Eastern Time, which will be presented by Mr. Christopher Ferguson - Chief Executive Officer, and Mr. Brett Vroman – Chief Financial Officer.

 

The conference call can be accessed through the following numbers:

 

1-877-407-0782 (U.S. participants)

1-201-689-8567 (International participants)

 

To access the live webcast presentation, visit:

 

https://www.webcaster4.com/Webcast/Page/2479/40618

A webcast replay will be available until April 12, 2022.

 

About Vinco Ventures, Inc.

 

Vinco Ventures, Inc. (BBIG) is a consumer products and digital marketing company which aims to advance both product and people brand recognition through its digital marketing and technology platform while reshaping how those are monetized and marketed. Vinco’s B.I.G. (Buy. Innovate. Grow.) strategy seeks out acquisition opportunities that allow for the generation of digital traffic geared towards growth and profitability. For more information, please view our investor presentation or visit Investors.vincoventures.com.

 

Use of Non-GAAP Financial Information

 

EBITDA and Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization and stock-based compensation) and (ii) expenses that are not reflective of the Company’s core operating results over time (such as restructuring costs, litigation or dispute settlement charges or gains, and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. Edison Nation management uses EBITDA and Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company’s Board of Directors concerning the Company’s financial performance. The Company’s presentation of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes EBITDA and Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.

 

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 and 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.

 

 

 

 

Vinco Ventures, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

    December 31, 2020     December 31, 2019  
             
Assets                
Current assets:                
Cash and cash equivalents   $ 249,356     $ 234,234  
Accounts receivable, net     1,603,127       1,304,783  
Inventory     1,687,462       1,242,486  
Prepaid expenses and other current assets     784,238       885,766  
Income tax receivable     -       -  
Short-term investments     1,018,000       -  
Current assets of discontinued operation     -       1,288,096  
Total current assets     5,342,183       4,955,365  
Property and equipment, net     1,010,801       875,919  
Right of use assets, net     153,034       732,100  
Intangible assets, net     15,538,337       11,598,063  
Goodwill     5,983,852       5,392,123  
Non-current assets of discontinued operation     -       56,049  
Total assets   $ 28,028,207     $ 23,609,619  
                 
Liabilities and stockholders’ equity                
Current liabilities:                
Accounts payable   $ 4,105,794     $ 6,015,595  
Accrued expenses and other current liabilities     2,101,610       1,485,062  
Deferred revenues     152,040       159,591  
Current portion of operating leases liabilities     96,777       272,215  
Income tax payable     27,643       22,919  
Line of credit, net of debt issuance costs of $15,573 and $15,573, respectively     1,500,953       456,995  
Current portion of convertible notes payable     577,260       -  
Current portion of notes payable, net of debt issuance costs of $212,848 and $212,848, respectively     1,301,212       1,365,675  
Current portion of notes payable – related parties     1,389.923       1,686,352  
Due to related party     32,452       17,253  
Current liabilities of discontinued operation     -       1,491,662  
Total current liabilities     11,285,663       12,973,319  
Operating leases liabilities –net of current portion     58,713       482,212  
Convertible notes payable – related parties, net of current portion, net of debt discount of $366,666 and $366,666, respectively     1,161,495       1,061,495  
Notes payable, net of current portion     595,879       42,492  
Notes payable – related parties, net of current portion     1,403,756       1,595,669  
Non-current liabilities of discontinued operation     -       -  
Total liabilities   $ 14,505,506     $ 16,155,187  
Commitments and Contingencies (Note 15)                
                 
Stockholders’ equity                
Preferred stock, $0.001 par value, 30,000,000 shares authorized as of December 31, 2020 and December 31, 2019, respectively   $ -     $ -  
Series B Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 764,618 and 0 shares issued and outstanding as of December 31, 2020 and 2019, respectively     765       -  
Common stock, $0.001 par value, 250,000,000 shares authorized 14,471,403 and 8,015,756 shares issued and outstanding as of December 31, 2020 and 2019, respectively     14,471       8,016  
Additional paid-in-capital     39,050,260       26,259,575  
Accumulated deficit     (23,648,898 )     (18,495,461 )
Total stockholders’ equity attributable to Vinco Ventures, Inc.     15,416,598       7,772,130  
Noncontrolling interests     (1,893,897 )     (317,698 )
Total stockholders’ equity     13,522,701       7,454,432  
Total liabilities and stockholders’ equity   $ 28,028,207     $ 23,609,619  

 

 

 

 

Vinco Ventures, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Years Ended December 31,  
    2020     2019  
             
Revenues, net   $ 15,781,319     $ 12,523,432  
Cost of revenues     11,403,474       7,523,669  
Gross profit     4,377,845       4,990,763  
                 
Operating expenses:                
Selling, general and administrative     12,280,192       14,085,195  
Gain on change in fair value of earnout liability     -       (520,000 )
Impairment of goodwill     -       4,443,000  
Total operating expenses     12,280,192       18,008,195  
Operating loss     (7,902,347 )     (13,017,432 )
                 
Other (expense) income:                
Rental income     102,815       102,815  
Interest expense     (3,378,131 )     (1,299,153 )
Change in fair value of short-term investments     (22,000 )     -  
Gain on divestiture     6,153,674       -  
Other income     -       3.054  
Total other income (expense)     2,856,358       (1,193,284 )
Loss before income taxes     (5,045,989 )     (14,210,716 )
Income tax (benefit) expense     (19,197 )     (22,373 )
Net loss     (5,065,186 )     (14,188,343 )
Net (loss) income attributable to noncontrolling interests     (554,382 )     (1,269,274 )
Net loss attributable to Vinco Ventures, Inc.     (4,510,804 )     (12,919,069 )
Net loss from discontinued operations     (629,692 )     (7,811 )
Provision for income taxes for discontinued operations     12,940       2,826  
Net loss attributable to Vinco Ventures, Inc.   $ (5,153,436 )   $ (12,929,706 )
Net loss per share - basic and diluted   $ (0.37 )   $ (2.36 )
Weighted average number of common shares outstanding – basic and diluted     14,058,101       6,026,049  

 

 

 

 

Vinco Ventures, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Years Ended December 31,  
    2020     2019  
Cash Flows from Continuing Operations                
Cash Flow from Operating Activities                
Net loss attributable to Vinco Ventures, Inc.   $ (4,510,804 )   $ (12919,069 )
Net loss attributable to noncontrolling interests     (554,382 )     (1,269,274 )
Net loss     (5,065,186 )     (14,188,343 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     1,353,822       1,284,251  
Amortization of debt issuance costs     2,357,879       944,437  
Stock-based compensation     3,241,554       2,299,915  
Change in fair value of earnout     -       (520,000 )
Change in fair value of short-term investment     22,000       -  
Impairment of goodwill     -       4,443,000 )
Deferred tax liability     -       (341 )
Amortization of right of use asset     579,066       295,106  
Gain on divestiture of Cloud B     (4,911,761 )     -  
Gain on divestiture of SRM     (1,241,914 )     -  
Changes in assets and liabilities:                
Accounts receivable     (2,019,009 )     (73,437 )
Inventory     47,817       (397,673 )
Prepaid expenses and other current assets     868,168       (720,240 )
Accounts payable     2,055,055       1,356,873  
Accrued expenses and other current liabilities     155,815       511,842  
Operating lease liabilities     (598,937 )     (272,779 )
Due to/from related party     1,167,846       395,300  
Net cash provided by (used in) operating activities from continuing operations     (1,987,785 )     (4,641,748 )
                 
Cash Flows from Investing Activities                
Purchases of property and equipment     (276,478 )     (151,502 )
Acquisitions, net of cash     180,489       -  
Purchase of licensing agreement     (1,552,500 )     -  
Net cash used in investing activities from continuing operations     (1,648,489 )     (151,502 )
                 
Cash Flows from Financing Activities                
Net borrowings under line of credit     1,028,385       -  
Borrowings under convertible notes payable     2,067,123       1,111,111  
Borrowings under notes payable     1,944,479       2,482,500  
Borrowings under notes payable – related parties     250,000       -  
Repayments under line of credit     -       (90,382 )
Repayments under notes payable     (1,042,946 )     (1,231,744 )
Repayments under notes payable – related parties     (119,509 )     (182,170 )
Fees paid for financing costs     (157,055 )     (581,496 )
Net proceeds from issuance of common stock – net of offering costs of $310,697     -       2,048,562  
Net proceeds from issuance of common stock – warrants     250,000       -  
Distributions     (296,425 )     -  
Net cash provided by financing activities from continuing operations     3,924,052       3,556,381  
                 
Cash Flow from Discontinued Operations                
Net cash used in operating activities from discontinued operations     (178,485 )     (394,707 )
Net cash used in investing activities from discontinued operations     -       (8,436 )
Net cash used in financing activities from discontinued operations     -       -  
Net cash used from discontinued operations     (178,485 )     (403,143 )
                 
Net increase (decrease) in cash and cash equivalents from continuing operations     15,122       (1,236,869 )
Net increase (decrease) in cash and cash equivalents from discontinued operations     (178,485 )     (403,143 )
Cash and cash equivalents - beginning of year     234,234       2,052,731  
Cash and cash equivalents - end of year   $ 249,356     $ 412,719  
                 
Supplemental Disclosures of Cash Flow Information                
Cash paid during the period for:                
Interest   $ 218,038     $ 260,444  
Income taxes   $ (14,738 )   $ 235,275  
Shares issued to note holders   $ 1,409,396     $ -  
Shares issued for the asset acquisition of Uber Mom   $ -     $ 98,613  
Shares issued for the divestiture of Cloud B, Inc.   $ 405,000     $ -  
Conversions under notes payable   $ 1,524,000     $ -  
Issuance of warrants to note holders   $ 852,277     $ -  
Change in fair value of earnout   $ 200,000     $ (520,000 )
Distribution for issuance of shares to noncontrolling interest members of Global Clean Solutions, LLC   $ 699,000     $ -  
Right of use assets   $ -     $ 943,997  
Operating lease liabilities   $ -     $ 943,997  

 

 

 

 

The financial information contained in this press release is preliminary and is based on the latest estimated unaudited management accounts for the year ended December 31, 2020. Such information is not a comprehensive statement of Vinco Ventures’ results for, and as of, the year ended December 31,2020, and is subject to the completion of management’s and audit committee’s reviews and other financial closing processes and potential adjustments. Accordingly, Vinco Ventures’ actual results as of, and for, the year ended December 31, 2020 may differ materially from the preliminary estimated data presented in this press release

 

The information contained in this press release has not been, and is not based on information that has been, audited, or reviewed by Vinco Ventures’ independent auditor. Investors are cautioned not to place undue reliance on these preliminary estimates.

 

This preliminary estimated data should not be considered a substitute for the audited financial results for the year ended December 31, 2020, to be filed with the Securities and Exchange Commission (the “SEC”) on Form 10-K, which Vinco Ventures expects to occur on or before April 12, 2021.

 

Investor Relations:

 

Aimee Carroll

Phone (866) 900-0992

Email: Investors@vincoventures.com

 

 

 

 

Exhibit 99.2

 

March 30, 2021

 

Vinco Ventures to Host Fourth Quarter and Full Year 2020 Conference Call on April 12, 2021 and Provide Update to ZASH Global Media and Entertainment Merger

 

Bethlehem, PA, March 30, 2021 (GLOBE NEWSWIRE) — Vinco Ventures, Inc. (Nasdaq: BBIG) (“Vinco”), a mergers and acquisition company focused on the digital media space, today announced it will complete its Form 10-K filing for the fiscal year ended December 31, 2020, on or before April 9, 2021, and host a conference call to discuss its fourth quarter and full year results on April 12, 2021.

 

Vinco 2020 Year-End Conference Call

 

Event Date: Monday April 12, 2021

 

Event Time: 4:30PM Eastern Standard Time

 

Event Duration: 60 minutes

 

The conference call can be accessed through the following numbers:

 

1-877-407-0782 (U.S. participants)

1-201-689-8567 (International participants)

 

To access the live webcast presentation, visit:

https://www.webcaster4.com/Webcast/Page/2479/40618

A webcast replay will be available until April 12, 2022.

 

Conference Replay:

 

A teleconference replay will be available until April 26, 2021.

1-877-481-4010 (U.S. participants)

1-919-882-2331 (International participants)

Passcode: 40618

 

Vinco and ZASH Global Media and Entertainment Corporation (“ZASH”) Merger Update:

 

Vinco’s wholly-owned merger subsidiary, Vinco Acquisition Corporation (“Merger Sub”), and ZASH have extended the period to close their merger until May 28, 2021, in order to provide the parties with additional time to formalize a final definitive agreement and plan of merger and to achieve the parties’ respective closing conditions, including the completion of an audit of Singapore based Lomotif Private Limited, which ZASH intends to acquire concurrently with its merger with Vinco. Vinco, Merger Sub and ZASH formalized this extension pursuant to a First Amendment to the current Agreement to Complete a Plan of Merger, which was executed by the parties and filed with the SEC on March 30, 2021, on Form 8-K.

 

 
 

 

About Vinco Ventures, Inc.

 

Vinco Ventures, Inc. (BBIG) is a mergers and acquisition company focused on digital commerce and consumer brands. Vinco’s B.I.G. (Buy. Innovate. Grow.) strategy will seek out acquisition opportunities that are poised for scale and grow said acquisitions through targeted traffic and content campaigns. For more information, please view our investor presentation or visit Investors.vincoventures.com.

 

Forward-Looking Statements and Disclaimers

 

To the extent any statements contained in this press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and the information that are based upon beliefs of, and information currently available to, the company’s management as well as estimates and assumptions made by the company’s management. These statements can be identified by the fact that they do not relate strictly to historic or current facts. When used in this presentation the words “estimate,” “expect,” intend,” believe,” plan,” “anticipate,” “projected” and other words or the negative of these terms and similar expressions as they relate to the company or the company’s management identify forward-looking statements. These forward-looking statements include statements regarding the company’s acquisition and growth stragetics, including its anticipated acquisition targets. Such statements reflect the current view of the company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the company’s industry, its operations and results of operations and any businesses that may be acquired by the company. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, the company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Investor Relations:

Aimee Carroll

Phone: 866-900-0992

Email: Investors@vincoventures.com

 

 

Source: Vinco Ventures, Inc.