Current Report Filing (8-k)
October 07 2021 - 8:01AM
Edgar (US Regulatory)
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2021-10-05
2021-10-05
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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): October 5, 2021 (October 1, 2021)
VINCO
VENTURES, INC.
(f/k/a
Edison Nation, Inc.)
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
001-38448
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82-2199200
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
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)
|
|
(Zip
Code)
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(866)
900-0992
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
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:
☐
|
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
October 1, 2021, ZVV Media Partners, LLC and ZASH Global Media and Entertainment Corporation
(collectively referred to as “Zash”) and AdRizer LLC (the “Company”) entered into a Letter of Intent (the “LOI”)
for Zash to acquire all the outstanding membership and other equity interests of the Company. Under the terms of the LOI, Zash or its
affiliate will acquire all the outstanding membership/equity interests in the Company, either via merger, purchase of such membership/equity
interests from the Selling Members, or other transaction structure, as mutually agreed, such
that the Company will continue as a wholly owned subsidiary of Zash, for an aggregate purchase
price of $108,000,000 payable as follows: (i) $15,000,000 payable in cash at Closing, (ii) $10,000,000 in cash, which will be placed
in escrow for a period of 12 months after the Closing to secure the indemnification obligations of the Selling Members , (iii) $83,000,000
in common stock of Zash. The Stock Consideration value shall be based on a mutually agreeable valuation of Zash. The Stock Consideration
shall be subject to a two-year lock-up period and leak-out agreement.
Separate
from the Purchase Price, Zash will invest a minimum of $5,000,000 of cash in the Company for its post-Closing working capital needs,
to be funded $1,000,000 at Closing and $1,000,000 every 3 months thereafter.
The
Definitive Agreement will include customary termination provisions. The Closing shall occur by December 31, 2021.
The
foregoing provides only a brief description of the material terms of the LOI, does not purport to be a complete description of the rights
and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the forms
of the LOI filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and 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:
October 7, 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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