Item
1.01. Entry into a Material Definitive Agreement.
Closing
of Lomotif Transaction
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 (“ZVV”) and Zash Global Media and
Entertainment Corporation (“Zash”) entered into a Contribution Agreement (the “Contribution Agreement”). Vinco
and Zash established ZVV in order to engage in the development and production of consumer facing content and related activities. Vinco
and Zash each own 50% of the outstanding membership interests of ZVV.
As
previously reported by Vinco in its Current Report on Form 8-K filed with the SEC on February 23, 2021, on that date, Vinco issued a
joint press release with Zash regarding Zash’s entrance into a definitive acquisition agreement with Lomotif Private Limited (“Lomotif”),
pursuant to which Zash intended to acquire a majority controlling interest in Lomotif. The definitive acquisition agreement was a Securities
Purchase Agreement (the “Lomotif SPA”).
Zash, Lomotif, the Lomotif selling shareholders identified on the signature
page to the Lomotif SPA and ZVV, entered into that certain Deed of Variation and Supplement (the “Deed of Variation”) whereby,
among other things, Zash novated all of its rights and obligations under the Lomotif SPA to ZVV and ZVV assumed all of Zash’s rights
and obligations under the Lomotif SPA as if ZVV had been a party to the Lomotif SPA in place of Zash.
The
unwind period applicable to the transactions contemplated by the Lomotif SPA and the Deed of Variation expired on July 25, 2021, resulting,
on that date, in the consummation of ZVV’s acquisition of an 80% interest in Lomotif. Although the Deed of Variation was signed
on July 19th, it became a material agreement on July 25th upon the consummation of ZVV’s acquisition of an
80% interest in Lomotif.
The
foregoing provides only brief descriptions of the material terms of the Lomotif SPA and the Deed of Variation, 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 Lomotif SPA and the Deed of Variation filed as exhibits to this Current Report on Form
8-K, and incorporated herein by reference.
Securities
Purchase Agreement
On
July 23, 2021, Vinco entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchaser identified
on the signature page thereto (the “Purchaser”) whereby Vinco agreed to (i) issue and sell to the Purchaser up to 1,007,194
shares of Vinco’s common stock, par value $0.001 per share (the “Purchased Shares”) at a purchase price of $2.78 per
share and (ii) issue warrants (the “Warrants”) to purchase up to 1,007,194 shares of Vinco’s Common Stock (the “Warrant
Shares”) with an exercise price of $2.78 per share, resulting in an aggregate of $2,800,000 of Purchased Shares and Warrants. The
Warrants are immediately exercisable and have a term of exercise equal to three (3) years.
In
connection with the Purchase Agreement, Vinco and the Purchaser also entered into a Registration Rights Agreement, dated as of July 23,
2021, whereby Vinco agree to prepare and file, within 40 days of the closing, with the SEC a registration statement covering the resale
of all Purchased Shares and Warrant Shares issued and sold to the Purchaser pursuant to the Purchase Agreement. In the event that such
registration statement is not filed within 40 days of the closing, or if such registration statement does not become effective within
80 days of its filing, Vinco shall issue an additional 50,360 shares of Common Stock and warrants to purchase an additional 50,360 shares
of Common Stock to the Purchaser.
The
foregoing provides only brief descriptions of the material terms of the Purchase Agreement, the Warrant and the Registration Rights Agreement,
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 Purchase Agreement, the Warrant and the Registration Rights Agreement
filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.