0001717556
false
0001717556
2021-09-10
2021-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September
10, 2021 (July 23, 2021)
VINCO
VENTURES, INC.
(f/k/a Edison
Nation, Inc.)
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-38448
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82-2199200
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1
West Broad Street, Suite 1004
Bethlehem,
Pennsylvania
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18018
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(Address
of principal executive offices)
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(Zip
Code)
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(484)
893-0060
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which
registered
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Common
Stock, $0.001 par value per share
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BBIG
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Nasdaq
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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 ☒
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.
Item
1.01. Entry into a Material Definitive Agreement.
As
previously announced, in a joint press release issued by Vinco Ventures, Inc. (the “Company”) and ZASH Global
Media and Entertainment Corporation (“Zash”), on February 23, 2021, Zash entered into a definitive purchase agreement (the
“Lomotif SPA”) with Lomotif Private Limited (“Lomotif”), pursuant to which Zash would acquire a majority
controlling interest in Lomotif.
In
connection with the Lomotif SPA, on July 23, 2021, the parties entered into that certain Side Letter to Securities Purchase
Agreement relating to ZVV Media Partners LLC’s acquisition of 80.00% of the shares in Lomotif Private Limited (the “Side
Letter”) whereby the parties agreed that $8,000,000 of the cash consideration payable under the Lomotif SPA to Paul Yang
Zhiwen (“Paul”), a majority shareholder of Lomotif, would be held back pending the satisfaction of certain closing
obligations contemplated under the Lomotif SPA, including, but not limited to, the transfer of the legal and beneficial ownership of
Paul’s 403,466 ordinary shares in the Company (the “Holdback Amount”). The Holdback Amount was evidenced by a Note
(as defined in the Side Letter) convertible into 2,750,000 shares of the Company’s common stock and Pledge Agreement (as
defined in the Side Letter) as described in the Side Letter.
Upon the
satisfaction of the closing obligations contemplated under the Lomotif SPA and upon conversion of the Note on September 13, 2021,
the Company shall issue 5,500,000 shares of its common stock to Paul pursuant to the terms of the Lomotif SPA and the Side
Letter.
The
foregoing provides only a brief description of the material terms of the Side Letter, does not purport to be a complete description of
the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text
of the Side Letter filed as exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
As described above
in Item 1.01 and incorporated herein by reference, the Company shall issue 5,500,000 shares of its common stock to Paul pursuant to the
terms of the Side Letter (the “Issuance”). The Issuance will be made in reliance upon the exemption from registration provided
by 4(a)(2) under the 1933 Act.
The
foregoing description of the Issuance is qualified, in its entirety, by reference to the Side Letter attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference in response to this Item 3.02.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Our
Board of Directors currently consists of five (5) directors: Christopher B. Ferguson, Louis Foreman, Kevin O’Donnell, Mary Ann
Halford, and Frank Jennings. As disclosed in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission
(the “SEC”) on September 8, 2021 (the “Preliminary Proxy”), at the Company’s 2021 Annual Meeting of the
Stockholder to be held on or about October 14, 2021 (the “Annual Meeting”), we are proposing the election of five (5) new
directors to take office immediately following the Annual Meeting. Each director elected at the Annual Meeting will serve until his or
her successor is duly elected and qualified at the next Annual Meeting or until his or her earlier death, disqualification, resignation,
or removal. The nominees for election to the Board of Directors of the Company at the Annual Meeting are Lisa King, Roderick Vanderbilt,
Michael J. DiStasio, Elliot Goldstein and Phillip A. McFillin.
The
Company’s current executive officers are:
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●
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Christopher
B. Ferguson - Chief Executive Officer and Chairman
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●
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Kevin
J. Ferguson – President and Treasurer
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●
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Brett
Vroman – Chief Financial Officer and Corporate Secretary
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●
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Brian
McFadden – Chief Strategy Officer
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As
disclosed in the Proxy Statement, the Company anticipates that immediately following the Annual Meeting, the current executive officers
will resign, except for Brett Vroman, and Company’s executive officers following the Annual Meeting will be:
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●
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Lisa
King – Chief Executive Officer and President
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●
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Brett
Vroman – Chief Financial Officer and Treasurer
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●
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Stephen
Garrow – Chief Operations Officer and Secretary
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The
information contained herein regarding the Proxy Statement and Annual Meeting is not complete and the Company’s stockholders are
encouraged to review the full text of the information provided in the Company’s Preliminary Proxy Statement filed with the SEC
on September 8, 2021 and available at: https://www.sec.gov/Archives/edgar/data/0001717556/000149315221022172/pre14a.htm. The
proposals discussed in the Preliminary Proxy Statement are subject to change pending the Company’s filing of a Definitive Proxy
Statement. The Company does not presently expect to make material changes to the proposals, if any, remove any of the proposals or add
any new proposals to the Definitive Proxy Statement. The final proposals to be submitted to the company’s stockholders for considerations
at the Annual Meeting will be included in the Company’s Definitive Proxy Statement. The Company expects to file the Definitive
Proxy Statement with the SEC on or about September 20, 2021. The Company’s Definitive Proxy statement will be available, free of
charge, on the SEC’s website and is expected to be mailed to stockholders on or about September 22, 2021.
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Item 7.01.
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Regulation FD disclosure.
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On
September 8, 2021, Vinco Ventures, Inc. (the “Company”), a Nevada corporation, issued a press release on the Company’s
2021 Annual Proxy details and provided a corporate update in a new investor presentation. A copy
of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On September
8, 2021, the Company posted a new corporate presentation (the “Corporate Presentation”) on its Investor Relations website
at https://investors.vincoventures.com. The Corporate Presentation, attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated
herein by reference, updates previously filed presentations and provides an overview of the Company’s 2021 Annual Proxy. The preceding
information, as well as Exhibit 99.1 to this Current Report on Form 8-K, 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 of that
Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
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Item
9.01.
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Financial Statements and Exhibits.
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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:
September 13, 2021
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VINCO
VENTURES, INC.
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By:
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/s/
Christopher B. Ferguson
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Name:
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Christopher
B. Ferguson
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Title:
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Chief
Executive Officer
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Exhibit
10.1
Paul
Yang Zhiwen
113C
Mcnair Road #22-256 Mcnair Towers,
Singapore
324113
ZVV
Media Partners LLC
1
West Broad Street, Suite 1004
Bethlehem,
PA 18018
Zash
Global Media and Entertainment Corp.
24
Aspen Park Blvd E.
East
Syracuse, New York 13057
Vinco
Ventures, Inc.
1
West Broad Street, Suite 1004
Bethlehem,
PA 18018
July
23, 2021
Side
Letter to Securities Purchase Agreement relating to ZVV Media Partners LLC’s (“ZVV”) acquisition of 80.00% shares in
Lomotif Private Limited (the Company”)
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1.
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Reference
is made to the Securities Purchase Agreement, dated as of February 23, 2021, by and among,
inter alia, the Company, ZASH Global Media and Entertainment Corp. (“Zash”)
and Paul Yang Zhiwen (the “SPA”), as amended by the Deed of Variation
and Supplement, dated as of July 19, 2021, by and among, the Company, Zash, ZVV and Paul
Yang Zhiwen (“Paul”, together with Zash and ZVV, the “Parties”)
(the “Deed”). Capitalized terms not otherwise defined herein have the
meanings given to them in the SPA and the Deed.
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2.
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In
consideration of the mutual covenants contained herein and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree
that the Purchaser’s (as defined in the Deed) obligations to Paul in his capacity as
a Selling Shareholder (defined in the SPA) and a Selling Employee Shareholder (defined in
the Deed) in relation to, inter alia, the Closing Payment in accordance with Section
2.2 of the SPA and the Closing Payment Schedule shall be amended only in respect of Paul
as follows:
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2.1.
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At
the Closing, the Purchaser shall:
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(a)
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pay
US$ 15,636,341.16 to Paul by wire transfer of immediately available funds to the bank account
as set out in the remittance details provided by Paul under Exhibit 6 of the Deed; and
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(b)
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Vinco
Ventures, Inc. (“Vinco”) shall deliver to Paul: (1) a Share Issuance &
Transfer Agent Instruction Resolution dated as of the date hereof, the form of which is attached
hereto as Annex A, for the issuance to Paul of 5,500,000 shares of Vinco Common
Stock (the “Issued Shares”), which Issued Shares shall subject to Restriction
144, provided that (i) Vinco shall register such Issued Shares no later than 45 days of the
Closing, and (ii) 2,750,000 of which Issued Shares (the “Restricted Shares”)
shall be held by Paul subject to and in accordance with the terms of the Pledge Agreement
(as defined below); and (2) a duly executed (i) Promissory Note dated as of the date hereof
(the “Note”) in the principal amount of US$ 8,000,000, and (ii) Pledge
and Security Agreement dated as of the date hereof (“Pledge Agreement”)
in respect of the Restricted Shares as security for the repayment under the Note, the forms
of each of the foregoing which are attached hereto as Annex B, which Note and
Pledge Agreement contemplate that Paul will receive the repayment of the US$8,000,000 under
the Note no later than the date falling 60 days of Closing,
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(collectively,
the “Purchaser’s Closing Obligations with Paul”).
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3.
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Upon
satisfaction of the Purchaser’s Closing Obligations with Paul, Paul shall:
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3.1.
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perform
all of his closing obligations as contemplated under the SPA and the Deed, including but
not limited to the transfer of the legal and beneficial ownership of Paul’s 403,566
ordinary shares in the Company to the Purchaser and all other obligations as set forth Section
2.6(b) of the SPA;
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3.2.
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give
good receipt and agrees and acknowledges that the Purchaser’s Closing Obligations against
Paul shall constitute all consideration (in whatever form) payable by the Purchaser to Paul
in respect of all transactions contemplated under the SPA and the Deed and the satisfaction
by the Purchaser of the Consideration in such manner shall constitute a full discharge of
the Purchaser’s obligations in respect of the payment of the Consideration; and
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3.3.
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irrevocably
and unconditionally release the Purchaser from any and all charges, complaints, claims, liabilities,
obligations, undertakings, promises, agreements, controversies, damages or causes of action,
suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees
and costs incurred) of any nature whatsoever, known or unknown, suspected or unsuspected,
arising out of or in relation to any transactions contemplated under the SPA and the Deed.
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4.
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The
Parties further agree that in the event of any upward adjustment of the stamp duty payable
in respect of the transfer of securities in the Company by Paul to the Purchaser post-Closing
of the transactions contemplated under the SPA and the Deed as a result of the foregoing
Purchaser’s Closing Obligations against Paul, such additional stamp duty payment shall
be borne by Purchaser.
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5.1.
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The
Parties hereby agree that, except as supplemented, varied and/or amended by this Side Agreement,
the terms of the SPA and the Deed (if so supplemented, varied and/or amended) are confirmed
and shall continue in full force and effect in all other respects. If and to the extent the
provisions of this Side Agreement conflict with or are inconsistent with the SPA and the
Deed, each document shall take precedence over the others in the following manner:
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(a)
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this
Side Agreement;
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(b)
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the
Deed; and
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(c)
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the
SPA.
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5.2.
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Sections
12.2 to 12.10 and 12.13 of the SPA are incorporated mutatis mutandis herein by reference.
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[Signature
page to follow.]
IN
WITNESS WHEREOF, the parties hereto have caused this Side Agreement to be duly executed and delivered as a deed as of the date first
indicated above.
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Executed
and delivered as a Deed by:
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ZASH
GLOBAL MEDIA AND ENTERTAINMENT CORP.
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By:
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Name:
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Ted
Farnsworth
|
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Title:
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Chairman
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Witnessed by:
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Name:
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Phil
McFillin
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Address:
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1
West Broad St. Bethlehem, PA 18018
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Executed
and delivered as a Deed by:
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ZVV
MEDIA PARTNERS, LLC
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By:
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Name:
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Ted
Farnsworth
|
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Title:
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Manager
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Witnessed by:
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|
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|
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Name:
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Phil
McFillin
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Address:
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1
West Broad St. Bethlehem, PA 18018
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Executed
and delivered as a Deed by:
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VINCO
VENTURES, INC.
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By:
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Name:
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Christopher
Ferguson
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Title:
|
CFO
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Witnessed by:
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|
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|
|
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Name:
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Phil
McFillin
|
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Address:
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1
West Broad St. Bethlehem, PA 18018
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Signed, sealed and delivered
as a Deed by:
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Paul Yang Zhiwen
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Witnessed by:
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Name:
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Address:
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Annex
A
Share
Issuance & Transfer Agent Instruction Resolution
Annex
B
Promissory
Note and Pledge and Security Agreement
Promissory
Note
July
23, 2021
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Bethlehem, Pennsylvania
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$8,000,000
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The
undersigned, Vinco Ventures, Inc. (the “Company”) for value received, promises to pay to Paul Yang Zhiwen (the
“Yang”) or any person or entity to whom this Note has been endorsed for payment, or order (collectively the
“Holder”), the principal sum of Eight Million US Dollars ($8,000,000) (the “Principal”),
receipt of which is acknowledged by the Company, and interest on the principal sum from time to time remaining unpaid hereon
from the date of this Note until paid in full at the rate of ten percent (10%), compounded annually. The principal sum and all accrued
interest shall be due and payable in full on or before the sixty (60) day anniversary of the date of this Note (the “Payment
Date”), time being strictly of the essence. In no event shall the interest rate on the principal sum exceed the maximum
rate allowed by law.
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1.
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Principal
Amount of the Loan. Eight Million Dollars US ($8,000,000).
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2.
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Interest.
Ten Percent (10%) per annum. Interest will accrue and be paid along with the principal sum,
in lawful money of the United States of America.
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3.
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Payment
Date. September 20, 2021
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4.
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Repayment.
On the Payment Date, the Company shall pay to the Holder the unpaid Principal and accrued
interest due under this Note in cash (“Cash Payment”) or, in lieu
of the Cash Payment, shall be entitled to permit Holder to sell, pledge, encumber or otherwise
transfer the 2,750,000 shares of the Company’s common stock (“Shares”)
that have been issued to Holder concurrently with the issuance of this Note and which are
being held by the Holder as security, in lieu of a Cash Payment.
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5.
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Security.
This Note is secured under the terms of a Pledge and Security Agreement (“Security
Agreement”) of even date herewith made between the Company and Holder, attached
hereto as Exhibit A. The Holder shall be entitled to all the benefits of the
security as provided in the Security Agreement.
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6.
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Transfer.
The rights and obligations of the Holder and the Company under this Note and the Security
Agreement shall be binding upon and benefit their respective successors, assigns, heirs,
administrators and transferees.
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7.
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Governing
Law. This Note shall be governed by and construed and enforced in accordance with the
laws of the State of Nevada.
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8.
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Notices.
All notices and other communications required or permitted hereunder shall be in writing
and shall be deemed effectively given upon personal delivery or via email or facsimile transmission,
with confirmation of receipt by the other party.
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9.
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Severability.
If any provision of this Note should be found to be invalid or unenforceable, all other provisions
shall nevertheless remain in full force and effect to the maximum extent permitted by law.
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[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the Company has caused this Promissory Note to be executed as of the date first above written by its respective duly
authorized signatories.
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Vinco Ventures, Inc.
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By:
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Christopher Ferguson
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Title:
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CFO
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Date:
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EXHIBIT
A
Pledge
and Security Agreement
THIS
PLEDGE AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 22nd day of July 2021,
by and between Vinco Ventures, Inc. (the “Company”) and Paul Yang Zhiwen, an individual (the “Holder”).
RECITALS:
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|
A.
|
The
Company is the maker of a certain Promissory Note in favor of Holder of even date herewith
in the principal amount of $8,000,000 (“Note”).
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B.
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The
Company has issued to Holder Two Million Seven Hundred and Fifty Thousand (2,750,000) shares
of the Company’s Common Stock (the “Shares”) which are to
be held by Holder as security for repayment required under the Note.
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C.
|
In
consideration of the Note and as security for payment of the Note, the Company has agreed
to execute this Security Agreement.
|
NOW,
THEREFORE, it is agreed as follows:
The
Company has issued the Shares to Holder on the effective date of the Note. The Company hereby assigns, transfers and pledges the Shares
to Holder as security for the payment due under the Note on the Payment Date (as defined in the Note), or in the event that the Company
elects to make the payment under the Note by releasing the Shares to Holder.
|
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2.
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Rights
in the Shares (Collateral).
|
Unless
and until the Note is paid on or before the Payment Date, the Shares shall remain in Holder’s possession and control, but shall
be restricted from being sold, pledged, encumbered or otherwise transferred.
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|
3.
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Payment
in the Shares.
|
In
the event that the Company releases the Shares to Holder as full payment of the amounts due under the Note, Holder may sell, pledge,
encumber or otherwise transfer the Shares and this Security Agreement and the Note shall automatically terminate.
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4.
|
Releasee
of Collateral.
|
Holder
shall release and return the Shares to the Company, upon receipt of the full amount owing under the Note in cash on or before Payment
Date.
Should
any default under the Note or this Security Agreement occur, that remains uncured for ten (10) days, the Note shall become immediately
due and payable at the option of Holder, and the Holder shall have all rights and remedies at law or equity, including the right to sell,
pledge, encumber or otherwise transfer the Shares.
The
rights, powers and remedies given to the Holder by this Security Agreement will be in addition to all rights, powers and remedies given
the Holder by virtue of any statute or rule or law. The Holder shall have the right to enforce one or more of such remedies, successively
or concurrently, and any action to enforce the same shall not bar the Holder from pursuing any further remedy which it may have hereunder.
[Signature
Page to Follow]
IN
WITNESS WHEREOF, this Security Agreement has been executed on or as of the date first above written.
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The Company
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|
Secured
Party
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Vinco Ventures, Inc.
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By:
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Christopher Ferguson
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|
Paul
Yang, an individual
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Title:
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CFO
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|
Exhibit
99.2
Vinco
Ventures, Inc. Announces 2021 Annual Proxy
Bethlehem,
PA, September 8, 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. today announce the company’s 2021 Annual Proxy details
and provides a corporate update in a new investor presentation.
Please
review the enclosed presentation for more details.
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 to seek acquisition opportunities that are poised for scale and will “BE BIG”. For more information
visit Investors.vincoventures.com.
About
Lomotif
Lomotif
is the leading video-sharing social networking platform that is democratizing video creation. Since the company was co-founded by video
enthusiast Paul Yang in 2014, Lomotif has been granted three technology patents uniquely focused on empowering creators to share and
watch short videos with ease through remix and collaboration. Yang’s bold vision is to build the world’s largest video vocabulary
to accelerate the world’s transition to video-first expression. Lomotif, available in the Apple and Google stores, is a downloadable
app for hip hop, rap, and urban culture across the United States and Latin America. Lomotif is one of five partners selected by Snapchat
for a bi-directional integration for posting stories between the two platforms. For additional information about Lomotif Private Limited,
please visit Lomotif’s website at www.lomotif.com.
About
ZASH Global Media and Entertainment Corporation
ZASH
Global Media and Entertainment Corporation is an evolving network of synergetic companies working together to disrupt the media and entertainment
industry. For additional information about ZASH Global Media and Entertainment Corporation, please visit ZASH’s website at www.zash.global.
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.
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Investor
Relations
Aimee
Carroll
T:
866-900-0992
investors@vincoventures.com
