Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Christopher
Ferguson Employment Agreement
On
February 2, 2021, the Company entered into an Employment Agreement (the “Ferguson Agreement”)
with Christopher Ferguson for the role of Chief Executive Officer. Mr. Ferguson has served as the Company’s Chief Executive
Officer since July 2017. The Ferguson Agreement is effective as of November 12, 2020 (the “Effective Date”)
and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Ferguson Agreement
shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal
Term”), unless such renewal is objected to by either the Company or Mr. Ferguson. Mr. Ferguson’s initial
annual base salary shall be $200,000, less applicable withholdings (the “Base Salary”) and 120,000 common shares
that shall vest in their entirety on issuance. The Base Salary shall be payable in accordance with the Company’s normal
payroll procedures in effect from time to time. The Base Salary due of shares, shall be payable within the first 30 days of the
year. On each anniversary of the Ferguson Agreement, the base salary will increase no less than $15,000 (“minimum”).
For 2021, Mr. Ferguson shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of
shares of the Company’s common stock, which shall vest in their entirety on issuance, with a value of 200% of the Base
Salary. Although the 200% bonus shares were due to be issued by January 30th, the Company and Mr. Ferguson have reached
a verbal agreement that the bonus shares will be issued prior to February 28th. Pursuant to the Ferguson Agreement,
the Company will issue a one-time past performance bonus for the work completed in fiscal years 2018, 2019 and 2020 of 200,000
shares of Company common stock, which shall vest in their entirety on issuance. Mr. Ferguson shall be entitled to 150,000
shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing
average from the effectiveness of the Ferguson Agreement. For clarification, the Enterprise Value as of the Company at
the effective date was $25,042,464. The Company also entered into its standard officer
indemnification agreement with Mr. Ferguson. Each of the share issuances owed
pursuant to the Ferguson Agreement will be issued pursuant to the Company’s Amended and Restated Edison Nation 2018 Omnibus
Incentive Plan (the “Plan”) whose shares were registered on a Registration Statement on Form S-8 filed on July
16, 2020. As of February 8, 2021, the Company has not yet issued any shares owed pursuant to the Ferguson Agreement.
Brett
Vroman Employment Agreement
On
February 2, 2021, the Company entered into an Employment Agreement (the “Vroman Agreement”) with
Brett Vroman for the role of Chief Financial Officer. Mr. Vroman has served as our Chief Financial Officer since June 2019.
The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the
“Term”) from the Effective Date. Thereafter, the Vroman Agreement shall automatically be renewed and the Term
shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is
objected to by either the Company or Mr. Vroman. Mr. Vroman’s initial annual base salary shall be $200,000, less
applicable withholdings (the “Base Salary”) and 120,000 common shares that shall vest in their entirety on
issuance. The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time
to time. The Base Salary due of shares, shall be payable within the first 30 days of the year. On each anniversary of the Agreement,
the base salary will increase no less than $15,000 (“minimum”). For 2021, Mr. Vroman shall receive a cash bonus
in the amount equal to 30% of the annual Base Salary, and an award of shares of the Company’s common stock, which shall
vest in their entirety on issuance, with a value of 200% of the Base Salary. Although the 200% bonus shares were due to be
issued by January 30th, the Company and Mr. Vroman have reached a verbal agreement that the bonus shares will be issued
prior to February 28th. Upon the execution of this agreement, Mr. Vroman is entitled to a one-time past
performance bonus for the work completed in fiscal years 2018, 2019 and 2020 of 150,000 shares of the Company’s common stock,
which shall vest in their entirety on issuance. Mr. Vroman shall be entitled to 100,000 shares of the Company’s
common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness
of the Agreement. For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464. The
Company also entered into its standard officer indemnification agreement with Mr. Vroman. Each of the share issuances owed pursuant
to the Vroman Agreement will be issued pursuant to the Plan. As of February 8, 2021, the Company has not yet issued any shares
owed pursuant to the Vroman Agreement.
Brian
Mc Fadden Employment Agreement
On February 2, 2021, the Company entered into
an Employment Agreement (the “McFadden Agreement”) with Brian Mc Fadden for the role of Chief
Strategy Officer. The McFadden Agreement is effective as of November 12, 2020 (the “Effective Date”),
the start date of Mr. McFadden’s employment with the Company, and has a term of three (3) years (the “Term”)
from the Effective Date. Thereafter, the McFadden Agreement shall automatically be renewed and the Term shall be
extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected
to by either the Company or Mr. McFadden. Mr. McFadden’s initial annual base salary shall be $200,000,
less applicable withholdings (the “Base Salary”) and 120,000 common shares that shall vest in their entirety
on issuance. The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from
time to time. The Base Salary due of shares, shall be payable within the first 30 days of the year. On each anniversary of the
Agreement, the base salary will increase no less than $15,000 (“minimum”). For 2021, Mr. McFadden shall
receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of shares of the Company’s common
stock, which shall vest in their entirety on issuance, with a value of 200% of the Base Salary. Although the 200% bonus shares
were due to be issued by January 30th, the Company and Mr. McFadden have reached a verbal agreement that the bonus
shares will be issued prior to February 28th. Upon the execution of the Agreement, Mr. McFadden is entitled
to a one-time signing bonus of 150,000 shares of the Company’s common stock, which shall vest in their entirety on issuance.
Mr. McFadden shall be entitled to 100,000 shares of the Company’s common stock, due immediately upon an increase
of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. For clarification, the Enterprise
Value as of the Company at the effective date was $25,042,464. The Company also entered
into its standard officer indemnification agreement with Mr. Mc Fadden. Each
of the share issuances owed pursuant to the McFadden Agreement will be issued pursuant to the Plan. As of February 8, 2021, the
Company has not yet issued any shares owed pursuant to the McFadden Agreement.
The foregoing provides only brief descriptions
of the material terms of the Ferguson Agreement, the Vroman Agreement, and the McFadden Agreement and does not purport to be a
complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety
by reference to the full text of the forms of the Ferguson Agreement, the Vroman Agreement, and the McFadden Agreement filed as
exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.