Securities Registration Statement (s-1/a)
February 12 2021 - 5:06PM
Edgar (US Regulatory)
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
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3944
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82-2199200
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
No.)
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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 [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [X]
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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
Exhibit
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Incorporated
By Reference
to
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Filed
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Number
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Description
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Form
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Exhibit
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Filing
Date
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Herewith
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3.1
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Articles of Merger, filed with the Secretary of State of Nevada effective September 7, 2018
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8-K
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3.1
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September
12, 2018
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3.2
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Second Amended and Restated Bylaws of Edison Nation, Inc.
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8-K
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3.2
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September
12, 2018
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3.3
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Second Amended and Restated Articles of Incorporation of Edison Nation, Inc.
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8-K
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3.1
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March
26, 2020
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3.4
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Certificate of Designation of Series B Convertible Preferred Stock
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8-K
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3.1
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October
16, 2020
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3.5
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Amendment to Certificate of Designation of Series B Convertible Preferred Stock
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S-1
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3.5
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February
5, 2021
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5.1
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Legal opinion of Lucosky Brookman LLP
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X
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10.1
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Form of Senior Convertible Promissory Note
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8-K
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2.1
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July
6, 2018
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10.1
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Membership Interest Purchase Agreement dated June 29, 2018
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8-K
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10.1
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July
6, 2018
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10.2
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Fifth Amended and Restated Operating Agreement of Edison Nation Holdings, LLC, dated September 4, 2018
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8-K
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10.2
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September
6, 2018
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10.3
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Registration Rights Agreement dated September 4, 2018
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8-K
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10.3
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September
6, 2018
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10.4+
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Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan
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8-K
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3.3
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September
12, 2018
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10.5+
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Employment Agreement, by and between Edison Nation, Inc. and Christopher Ferguson, dated September 26, 2018
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8-K
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10.1
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October
5, 2018
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10.6+
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Employment Agreement, by and between Edison Nation, Inc. and Phil Anderson, dated September 26, 2018
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8-K
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10.2
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October
5, 2018
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10.7
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Stock Purchase Agreement, dated October 24, 2018
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8-K
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10.1
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October
30, 2018
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10.8
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Securities Purchase Agreement, dated March 6, 2019
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8-K
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10.1
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March
13, 2019
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10.9
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Senior Convertible Promissory Note, dated March 6, 2019
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8-K
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10.2
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March
13, 2019
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10.10
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Pledge Agreement, dated March 12, 2019
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8-K
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10.3
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March
13, 2019
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10.11
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Form of Securities Purchase Agreement dated May 13, 2019
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8-K
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10.1
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May
17, 2019
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10.12
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Form of Senior Convertible Promissory Note dated May 13, 2019
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8-K
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10.2
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May
17, 2019
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10.13
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Settlement and Release Agreement dated June 17, 2019 with FirstFire Global Opportunities Fund, LLC
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8-K
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10.1
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June
19, 2019
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10.14
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Loan Agreement with Tiburon Opportunity Fund, dated June 14, 2019
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8-K
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10.1
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June
20, 2019
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10.15
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Operating Agreement of Ed Roses, LLC, dated August 23, 2019
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S-1
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10.18
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February
12, 2020
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10.16
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Securities Purchase Agreement with Labrys Fund, LP, dated August 26, 2019
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8-K
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10.1
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August
29, 2019
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10.17
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12% Convertible Promissory Note, dated August 26, 2019
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8-K
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10.2
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August
29, 2019
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10.18
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Form of Share Purchase Agreement, dated October 2, 2019
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8-K
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10.1
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October
4, 2019
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10.19
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Form of Registration Rights Agreement, dated October 2, 2019
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8-K
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10.2
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October
4, 2019
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10.20
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Uber Mom Asset Purchase Agreement, dated November 6, 2019
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S-1
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10.23
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February
12, 2020
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10.21
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Purchase of Inventory and Repurchase Agreement with Claudia McFillin and Joseph Tropea, dated November 12, 2019
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S-1
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10.24
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February
12, 2020
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10.22
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Future Receivables Sale and Purchase Agreement with Velocity Group USA Inc., dated November 18, 2019
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S-1
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10.25
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February
12, 2020
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10.23
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10% Senior Secured Note with 32 Entertainment LLC, dated December 4, 2019
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S-1
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10.26
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February
12, 2020
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10.24
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Common Stock Purchase Warrant with 32 Entertainment LLC, dated December 4, 2019
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S-1
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10.27
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February
12, 2020
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Exhibit
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Incorporated
By Reference
to
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Filed
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Number
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Description
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Form
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Exhibit
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Filing
Date
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Herewith
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10.25
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Registration Rights Agreement with 32 Entertainment LLC, dated December 4, 2019
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S-1
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10.28
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February
12, 2020
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10.26
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Loan Agreement with Tiburon Opportunity Fund, dated January 2, 2020
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S-1
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10.29
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February
12, 2020
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10.27
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5% Note Agreement with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020
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S-1
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10.30
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February
12, 2020
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10.28
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Common Stock Purchase Warrant with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020
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S-1
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10.31
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February
12, 2020
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10.29
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5% Note Agreement with Paul J. Solit and Julie B. Solit, dated January 15, 2020
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S-1
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10.32
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February
12, 2020
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10.30
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Common Stock Purchase Warrant with Paul J. Solit and Julie B. Solit, dated January 15, 2020
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S-1
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10.33
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February
12, 2020
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10.31
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5% Note Agreement with Richard O’Leary, dated January 17, 2020
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S-1
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10.34
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February
12, 2020
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10.32
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Common Stock Purchase Warrant with Richard O’Leary, dated January 15, 2020
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S-1
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10.35
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February
12, 2020
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10.33
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Loan Agreement with Greentree Financial Group, Inc., dated January 23, 2020
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8-K
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10.1
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January
29, 2020
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10.34
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10% Convertible Promissory Note with Greentree Financial Group, Inc., dated January 23, 2020
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8-K
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10.2
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January
29, 2020
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10.35
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Common Stock Purchase Warrant with Greentree Financial Group, Inc., dated January 23, 2020
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8-K
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10.3
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January
29, 2020
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10.36
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Amendment Agreement with Greentree Financial Group, Inc., dated January 29, 2020
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8-K
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10.4
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January
29, 2020
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10.37
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Asset Purchase Agreement between HMNRTH, LLC, TCBM Holdings, LLC and Edison Nation, Inc. and Scalematix, LLC dated March 11, 2020
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8-K
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10.1
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March
12, 2020
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10.38
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Securities Purchase Agreement between Edison Nation, Inc. and Jefferson Street Capital, LLC dated April 7, 2020
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8-K
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10.3
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April
27, 2020
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10.39
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Convertible Promissory Note between Edison Nation, Inc. and Jefferson Street Capital, LLC dated April 7, 2020
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8-K
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10.4
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April
27, 2020
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10.40
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Securities Purchase Agreement between Edison Nation, Inc. and BHP Capital NY Inc. dated April 7, 2020
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8-K
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10.1
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April
27, 2020
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10.41
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Convertible Promissory Note between Edison Nation, Inc. and BHP Capital NY Inc dated April 7, 2020
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8-K
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10.2
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April
27, 2020
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10.42
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Promissory Note Small Business Administration-Paycheck Protection Program dated April 15, 2020
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8-K
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10.8
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April
27, 2020
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10.43
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Consulting Agreement between Edison Nation, Inc. and Tiburon dated April 24, 2020
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8-K
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10.5
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April
27, 2020
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10.44
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Debt Conversion Agreement between Edison Nation, Inc. and Tiburon Opportunity Fund dated April 24, 2020
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8-K
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10.6
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April
27, 2020
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10.45
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Distributor Agreement between Edison Nation Holdings, LLC and Marrone Bio Innovations, Inc. dated May 13, 2020
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10-K
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10.45
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May
29, 2020
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10.46
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Secured Line of Credit Agreement between Global Solutions, LLC, Edison Nation, Inc. and PPE Brickell Supplies, LLC dated May 20, 2020
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8-K
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10.1
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May
26, 2020
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10.47
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Security Agreement between Global Solutions, LLC, Edison Nation, Inc. and PPE Brickell Supplies, LLC dated May 20, 2020
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8-K
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10.2
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May
26, 2020
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10.48
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Agreement and Plan of Share Exchange Agreement between Edison Nation, Inc. PPE Brickell Supplies, LLC and Graphene Holdings, LLC dated May 20, 2020
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8-K
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10.3
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May
26, 2020
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10.49
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Amended Limited Liability Company Agreement of Global Clean Solutions, LLC dated May 20, 2020
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8-K
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10.4
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May
26, 2020
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10.50
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Purchase of Inventory and Repurchase Agreement between Edison Nation, Inc. and Fergco Bros, LLC dated May 7, 2020
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10-K
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10.50
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May
29, 2020
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10.51
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Amendment to Purchase of Inventory and Repurchase Agreement between Edison Nation, Inc. and Fergco Bros, LLC dated May 15, 2020
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10-K
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10.51
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May
29, 2020
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10.52
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Amendment to Senior Secured Note between Edison Nation, Inc. and 32 Entertainment, LLC dated May 19, 2020
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10-K
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10.52
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May
29, 2020
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10.53
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Amended Subordinate Secured Note between Edison Nation, Inc and 32 Entertainment, LLC dated May 19, 2020
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10-K
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10.53
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May
29, 2020
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10.54
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Agreement for the Purchase and Sale of Common Stock of Cloud B, Inc. dated February 17, 2020
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8-K
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10.1
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February
21, 2020
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10.55
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Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Richard O’Leary dated July 10, 2020
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S-1
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10.55
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July
16, 2020
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10.56
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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
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S-1
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10.56
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July
16, 2020
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10.57
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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
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S-1
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10.57
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July
16, 2020
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10.58
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Convertible Promissory Note between Edison Nation, Inc. and Jefferson Street Capital, LLC dated July 29, 2020
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10-Q
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10.30
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August
18, 2020
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10.59
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Memorandum of Understanding between the Global Clean Solutions, LLC, Office Mart, Inc. and ZAAZ Medical, Inc. dated June 8, 2020
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10-Q
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10.31
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August
18, 2020
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10.60
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Amendment to Memorandum of Understanding dated August 6, 2020
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10-Q
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10.32
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August
18, 2020
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10.61
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Forbearance Agreement between the Company and Jefferson Street Capital, LLC dated October 7, 2020
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10-Q
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10.33
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November
23, 2020
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10.62
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Asset Purchase Agreement between Honey Badger Media, LLC and Honey Badger, LLC dated November 10, 2020
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8-K
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10.1
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November
12, 2020
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10.63
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Platform License Agreement between Honey Badger Media, LLC and Honey Badger Media, LLC dated November 10, 2020
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8-K
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10.2
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November
12, 2020
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10.64
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Inventory Management Agreement between Edison Nation, LLC and Forever 8 Fund, LLC dated November 17, 2020
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10-Q
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10.36
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November
23, 2020
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10.65
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Stock Exchange Agreement dated between Jupiter Wellness, Inc, SRM Entertainment, Ltd and Vinco Ventures, Inc. dated November 30, 2020
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8-K
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1.1
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December
3, 2020
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10.66
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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
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8-K
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10.1
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January
21, 2021
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10.67
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Contribution Agreement by and among ZVV Media Partners, LLC, Vinco Ventures, Inc. and Zash Global Media and Entertainment Corporation dated January 19, 2021
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8-K
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10.1
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January
21, 2021
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10.68
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Senior Convertible Note between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021
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8-K
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4.1
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January
25, 2021
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10.69
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Securities Purchase Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021
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8-K
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10.1
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January
25, 2021
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10.70
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Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021
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8-K
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10.2
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January
25, 2021
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10.71
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Registration Rights Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021
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8-K
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10.3
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January
25, 2021
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10.72
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Securities Purchase Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 20201
|
|
8-K
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|
10.1
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|
February
4, 2021
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10.73
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Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 2021
|
|
8-K
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|
10.2
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February
4, 2021
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10.74
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Registration Rights Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 2021
|
|
8-K
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|
10.3
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|
February
4, 2021
|
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10.75
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Employment Agreement between Vinco Ventures, Inc. and Christopher Ferguson dated February 2, 2021
|
|
S-1
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|
10.75
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|
February
5, 2021
|
|
|
10.76
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Employment Agreement between Vinco Ventures, Inc. and Brett Vroman dated February 2, 2021
|
|
S-1
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|
10.76
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|
February
5, 2021
|
|
|
10.77
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|
Employment Agreement between Vinco Ventures, Inc. and Brian McFadden dated February 2, 2021
|
|
S-1
|
|
10.77
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|
February
5, 2021
|
|
|
21.1
|
|
List of Significant Subsidiaries
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|
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
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|
|
21.3
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|
Articles of Formation of Honey Badger Media, LLC filed with the State of Nevada
|
|
8-K
|
|
21.1
|
|
November
12, 2020
|
|
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23.1
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|
Consent of Marcum llp
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S-1
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23.1
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February
5, 2021
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23.2
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Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
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X
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24.1
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|
Power of Attorney (included on the signature page of the initial Registration Statement)
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S-1
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24.1
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February
5, 2021
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|
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101.INS
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|
XBRL
Instance Document
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|
S-1
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101.INS
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|
February
5, 2021
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
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|
S-1
|
|
101.SCH
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|
February
5, 2021
|
|
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101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
S-1
|
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101.CAL
|
|
February
5, 2021
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
S-1
|
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101.DEF
|
|
February
5, 2021
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
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|
S-1
|
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101.LAB
|
|
February
5, 2021
|
|
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101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
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S-1
|
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101.PRE
|
|
February
5, 2021
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+
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Denotes
a management compensatory plan, contract or arrangement
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(b)
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Financial
statement schedules.
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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.
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.
|
|
|
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By:
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/s/
Christopher B. Ferguson
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Christopher
B. Ferguson
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Chief
Executive Officer
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Signature
|
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Title
|
|
Date
|
|
|
|
|
|
/s/
Christopher B. Ferguson
|
|
Chief
Executive Officer and Chairman of the Board of Directors
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|
February
12, 2021
|
Christopher
B. Ferguson
|
|
(Principal
Executive Officer)
|
|
|
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/s/
Brett Vroman
|
|
Chief
Financial Officer
|
|
February
12, 2021
|
Brett
Vroman
|
|
(Principal
Financial Officer and Principal Accounting Officer)
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|
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/s/
*
|
|
Director
|
|
February
12, 2021
|
Louis
Foreman
|
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|
|
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/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
|
|
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