Current Report Filing (8-k)
June 10 2021 - 8:54AM
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): June 10, 2021 (June 4, 2021)
VINCO
VENTURES, 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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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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(866)
900-0992
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
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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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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 [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
1.01 Entry into a Material Definitive Agreement.
As previously reported by Vinco Ventures, Inc.
(“Vinco”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
January 21, 2021, Vinco, ZVV Media Partners, LLC (the “Company”) and Zash Global Media and Entertainment Corporation (“ZASH”)
entered into a Contribution Agreement (the “Contribution Agreement”). Vinco and ZASH established the newly formed Company
in order to engage in the development and production of consumer facing content and related activities.
On February 23, 2021, ZASH entered into a Securities
Purchase Agreement (“SPA”) with Lomotif Private Limited (“Lomotif”) pursuant to which ZASH is obligated to make
certain cash payments to Lomotif in accordance with the terms of the SPA. The Company, ZASH and Lomotif are currently negotiating and
finalizing a Deed of Variation to the SPA whereby, among other things, the Company, by way of novation, will have all of ZASH’s
rights and benefits pursuant to the SPA.
On June 4, 2021, Vinco made a capital contribution
to the Company in the amount of $2,000,000. On this same date, the Company entered into a Convertible Note Subscription Agreement (the
“Note Agreement”) with Lomotif. Under the terms of the Note Agreement, the Company, in connection with the SPA and in satisfaction
of certain of ZASH’s obligations thereunder, made a payment in the amount of $2,000,000 (the “Principal Amount”) to
Lomotif. In consideration for the payment of the Principal Amount, Lomotif issued a note (the “Note”) to the Company with
the right to redemption or the conditional right to acquire shares in the capital of Lomotif. The Note has a term of seven years and
accrues a simple interest at 2% per annum.
The
Note Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and
reimbursement obligations and termination provisions.
The
foregoing description of the Note Agreement is not complete and is qualified in its entirety by reference
to the full text of the Note Agreement, which is filed as Exhibit 10.1, respectively, hereto and is incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K (this “8-K”) that relates to the creation of direct
financial obligations of Vinco Ventures, Inc.’s equity method investment in ZVV Media Partners, LLC is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
*Schedules
have been omitted. Vinco hereby agrees to furnish to the SEC upon request any omitted information.
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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:
June 10, 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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