Current Report Filing (8-k)
August 18 2020 - 11:06AM
Edgar (US Regulatory)
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): August 18, 2020
EDISON
NATION, INC.
(Exact
Name of Registrant as Specified in Charter)
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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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:
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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EDNT
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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 [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
2.02.
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Results
of Operations and Financial Condition.
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On
August 18, 2020, Edison Nation, Inc. issued a press release reporting its earnings for the quarter ended June 30, 2020. A copy
of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
In addition, on August 18, 2020,
the Company posted a new corporate presentation (the “Corporate Presentation”) on its Investor Relations website at
www.edisonnation.com. The Corporate Presentation, attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated
herein by reference, updates previously filed presentations and provides an overview of the Company’s business strategy and
financial performance.
Item
7.01.
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Regulation
FD Disclosure.
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See
Item 2.02.
The
information in Items 2.02 and 7.01, including the exhibits attached hereto, is furnished solely pursuant to Items 2.02 and 7.01
of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01,
including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities
Act of 1933.
Cautionary
Statement Regarding Forward-Looking Information and Non-GAAP Measures
This
current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,”
“will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results
to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are
not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, and in Item 1A of Part
II in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which are expressly incorporated
herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking
statements relate to the date initially made, and Edison Nation undertakes no obligation to update them.
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:
August 18, 2020
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EDISON
NATION, 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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