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): June 24, 2021
VINCO VENTURES, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-38448 | 82-2199200 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
|
1 West Broad Street, Suite 1004 Bethlehem, Pennsylvania |
18018 | |
| (Address of principal executive offices) | (Zip Code) |
(866) 900-0992
(Registrant’s telephone number, including area code)
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)) |
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 | Nasdaq |
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 8.01 Other Events.
As previously reported by Vinco Ventures, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2021, the Company, Vinco Acquisition Corporation and ZASH Global Media and Entertainment Corporation (“ZASH”) (together, the “Parties”) entered into that certain Second Amendment to the Agreement (the “Second Amendment”) to define certain milestones with dates to be completed to consummate the closing of the Lomotif Private Limited (“Lomotif”) acquisition and the ZASH merger; (i) the Company and ZASH intend to acquire Lomotif through their joint venture, ZVV Media Partners, LLC (the “Joint Venture”); (ii) the Parties have completed an Amended and Restated Limited Liability Company Agreement for the Joint Venture in preparation for the anticipated acquisition of Lomotif through the Joint Venture; (iii) Gemini Valuation Services agreed to complete and present an independent third-party valuation on ZASH on or before June 11, 2021; (iv) sign the final Agreement and Plan of Merger and Reorganization on or before June 24, 2021; (v) issue a formal proxy to shareholders for the approval of the ZASH merger with the Company on or before July 15, 2021; and (vi) extend the closing date to August 31, 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.
On June 24, 2021, the Company announced in a press release the “spin-out” of Emmersive Entertainment, LLC to become a standalone publicly traded entity (the “Emmersive Transaction”). The Company currently plans to conduct the Emmersive Transaction during the third quarter of the year ending 2021 and intends to announce to the shareholders of the record effective date, providing eventually all shareholders of the Company an equity position in the “spun-out” public company.
The Company also announced in the June 24, 2021 press release that the “spun-out” public company will be led by the Company’s current Chief Strategy Officer Brian McFadden.
The announcement of the Emmersive Transaction has contributed to the delay of the closing of the Lomotif transaction by what the Company currently believes will be approximately 15 business days. The Company and all parties involved in the Lomotif transaction will continue to update the shareholders of the Company as to the timing of the anticipated shareholder proxy in connection with the Emmersive Transaction.
A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated June 24, 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 thereunto duly authorized.
Date: June 24, 2021
| VINCO VENTURES, INC. | ||
| By: | /s/ Christopher B. Ferguson | |
| Name: | Christopher B. Ferguson | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Vinco Ventures, Inc. Announces ‘Spin Out’ of Emmersive Entertainment.
Emmersive Entertainment to be Fully Reporting Publicly Traded Entity
Bethlehem, PA, June 24, 2021 (GLOBE NEWSWIRE) —Vinco Ventures, Inc. (NASDAQ: BBIG) a leader in selective acquisitions leveraging new market opportunities by utilizing the B.I.G. Strategy: Buy. Innovate. Grow., is pleased to announce the planned ‘spin out’ of Emmersive Entertainment, recently featured on 60 Minutes Plus, as its own standalone publicly traded entity. The transaction is contemplated to occur during the third quarter of this year.
The Company also announces that the resulting Emmersive Entertainment Public Company will be led by current Vinco Ventures Chief Strategy Officer Brian McFadden. “The opportunity to continue to cultivate this technology is exciting,” McFadden said. “I greatly appreciate the faith Board members have in my abilities to continue operating and growing this innovative business. The technology and capabilities of Emmersive will be more fully realized and will be providing the shareholders of Vinco Ventures the additional benefit of equity in a second Public Company is in my view the icing on the cake to the overall merger with ZASH.”
The Company plans to conduct this transaction in Q3 2021 and will shortly announce the Shareholder of Record Effective date, providing all Vinco Venture Shareholders, as of the Record Effective date, an equity position in the resulting company. Additionally, the companies will continue their originally planned partnership allowing them to leverage the traffic and technologies that they currently possess.
“This is a great opportunity for the shareholders of record on the effective date” said Vinco CEO Christopher Ferguson. “The technology that Emmersive continues to develop is I believe industry changing and we felt the best way to ensure the shareholders receive that value is by splitting the two entities and providing the shareholders the proverbial “two bites of the apple”. We look forward to what Brian and the team can build and have full confidence in their ability to execute.”
About Vinco Ventures, Inc.
Vinco Ventures, Inc. (BBIG) is a selective acquisitions company focused on digital media and content technologies. Vinco’s B.I.G. (Buy. Innovate. Grow.) strategy is seeking out acquisition opportunities that are poised for scale and will BE BIG. For more information visit Investors.vincoventures.com.
EVNT Platform, LLC, dba Emmersive Entertainment
Builders of the next great artform and investment vehicle. Our team draws on decades of industry experience, creative vision, and programming prowess to deliver unparalleled digital solutions. We are committed to pushing the limits of technology and challenging ourselves to unlock the most creative solutions for complex artistic and technological NFT concepts. We specialize in crafting custom artwork in a variety of mediums, all while advancing the NFT market by offering one-of-a-kind augmented digital and physical tokens. Working directly with artists, celebrities, and sports stars, we produce the future of memorabilia.
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. 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