Current Report Filing (8-k)
September 01 2021 - 02:11PM
Edgar (US Regulatory)
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2021-09-01
2021-09-01
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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): September 1, 2021 (September 1, 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 ☒
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 1, 2021, Vinco Ventures, Inc. (the “Company”) entered into a warrant exercise agreement (the “Agreement”)
with an accredited investor (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 exercise warrants that were issued on May 24,
2021 and are currently held by the Investor for 6,900,000 shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), at the exercise price set on May 24, 2021; (ii) the Company shall issue and deliver to
the Investor warrants to purchase an aggregate of 20,000,000 shares of Common Stock at an exercise price of $9.00 per share, subject
to adjustments provided therein (the “September Series A Warrants”); and (iii) the Company shall issue and deliver to the
Investor warrants to purchase an aggregate of 2,000,000 shares of Common Stock at an exercise price of $9.00 per share, subject to adjustments
provided therein (the “September Series B Warrants,” and together with the September Series A Warrants, the “September
Warrants”). The terms of the September Series A Warrants and the September Series B Warrants are substantially identical, except
that, upon stockholder approval, the September Series B Warrants will be subject to an Alternate Cashless Exercise, as defined therein.
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 file an initial registration statement with respect
to the shares of Common Stock underlying the September Warrants and certain other warrants and convertible notes previously issued by
the Company 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 description of the terms of the Agreement, the September Series A Warrants, the September Series B Warrants and the Registration
Rights Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference
to the Agreement, the Form of September Series A Warrant, the Form of September 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.
Item
3.02 Unregistered Sales of Equity Securities.
As
described above in Item 1.01 and incorporated herein by reference, on September 1, 2021 in connection with the Agreement, the Company
agreed to issue to the Investor the September Warrants pursuant to the terms and conditions set forth in the Agreement. The September
Warrants were issued in reliance upon the exemption from registration provided by 4(a)(2) under the 1933 Act.
The
foregoing description of the September Warrants is qualified, in its entirety, by reference to the Form of September Series A Warrant
and the Form of September Series B Warrant, which are each attached as an exhibit to this 8-K and incorporated by reference in response
to this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits:
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:
September 1, 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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