Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported by Vinco Ventures, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on January 21, 2021, the Company entered into that certain securities purchase agreement
dated January 21, 2021 (the “January SPA”) with an accredited investor (the “Investor” and, together with the
Company, the “Parties”). Pursuant to the January SPA, the Company issued five (5) year warrants (the “January Warrants”)
to the Investor representing the right to acquire an aggregate of 15,000,000 shares of the Company’s common stock, $0.001 par value
per share (the “Common Stock”). The January Warrants contain an exercise price of $2.00 per share.
As
previously reported by the Company in its Current Report on Form 8-K filed with the SEC on February 23, 2021, the Company entered into
that certain securities purchase agreement dated February 18, 2021 (the “February SPA”) with the Investor. Pursuant to the
February SPA, the Company issued five (5) year warrants (the “February Warrants” and together with the January Warrants,
the “Existing Warrants”) to the Investor representing the right to acquire an aggregate of 18,568,188 shares of Common Stock.
The February Warrants contain an exercise price of $3.722 per share.
As
previously reported by the Company in its Current Report on Form 8-K filed with the SEC on June 7, 2021, the Company entered into that
certain warrant exercise agreement dated June 4, 2021 (the “June Agreement”) with the Investor whereby the Company issued
additional warrants to purchase shares of Common Stock at a per-share exercise price equal to $3.30 (the “June Incentive Warrants”,
all pursuant to the terms and conditions set forth in the June Agreement.
As previously reported by the Company in its Current
Report on Form 8-K filed with the SEC on July 23, 2021, the Company consummated the closing of a private placement offering whereby pursuant
to the Securities Purchase Agreement (the “July SPA”) entered into by the Company on July 22, 2021 with the Investor, the
Company issued a $120,000,000 Senior Secured Convertible Note for the purchase price of $100,000,000 and warrants (the “July Warrants”)
to purchase shares of the Company’s Common Stock at an exercise price of $4.00 per share, subject to adjustments provided under
the terms of the July Warrants.
On August 18, 2021, the Company entered into
a warrant exercise agreement (the “Agreement”) with the Investor whereby the Parties agreed that, subject to the satisfaction
(or waiver) of the conditions set forth in Sections 4 and 5 of the Agreement: (i) the Investor shall pay to the Company an amount equal
to the Exercise Price (as defined in the Existing Warrants) in effect as of the date of such exercise multiplied by the Existing Warrant
Shares (as defined in the Agreement); (ii) the Company shall issue and deliver to the Investor the Existing Warrant Shares as set forth
in Section 1 of the Existing Warrants; (iii) the Company shall issue and deliver to the Investor additional warrants to purchase an aggregate
of 20,500,000 shares of Common Stock at an exercise price of $2.655 per share, subject to adjustments provided therein (the “August
Series A Warrants”); and (iv) the Company shall issue and deliver to the Investor additional warrants to purchase an aggregate
of 2,000,000 shares of Common Stock at an exercise price of $2.655 per share, subject to adjustments provided therein (the “August
Series B Warrants,” and together with the August Series A Warrants, the “August Warrants”). The terms of the August Series A Warrants and the August Series B Warrants are substantially identical, except that,
upon stockholder approval, the August Series B Warrants will be subject to an Alternate Cashless Exercise, as defined therein.
In addition, pursuant to the Agreement,
the Parties also agreed, among other things, that (i) upon entering into the Agreement, the exercise price of the July Warrants is reduced
to $2.655 per share; and (ii) the definition of “Initial Exercisability Date” (as defined in the June Incentive Warrant)
is amended to mean August 18, 2021.
The Parties to the Agreement acknowledge
and agree that the transactions contemplated by each of the Agreement and July SPA are and were permitted under each of the currently
outstanding warrants and notes issued by the Company to the Investor.
At the Closing (as defined in Section 2(b)
of the Agreement), the Parties shall execute and deliver a registration rights agreement (the “Registration Rights Agreement”),
pursuant to which the Company agrees to register the shares of Common Stock underlying the August Warrants by October 1, 2021.
The Agreement includes customary representations,
warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions.
The foregoing descriptions of the Agreement, the
August Series A Warrants, the August Series B Warrants, and the Registration Rights Agreement, are not complete and are qualified
in their entirety by reference to the full text of the Agreement, the Form of August Series A Warrant, the Form of August Series
B Warrant, and the Registration Rights Agreement, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 respectively,
hereto and are incorporated herein by reference.