Securities Registration Statement (s-1/a)
March 30 2020 - 4:46PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on March 30 , 2020.
Registration
Statement No. 333-236401
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
EDISON
NATION, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
3944
|
|
82-2199200
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
Edison
Nation, Inc.
1
West Broad Street, Suite 1004
Bethlehem,
Pennsylvania 18018
(484)
893-0060
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christopher
B. Ferguson
Chief
Executive Officer
Edison
Nation, Inc.
1
West Broad Street, Suite 1004
Bethlehem,
Pennsylvania 18018
(484)
893-0060
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
|
|
Marc
J. Adesso, Esq.
Waller
Lansden Dortch & Davis, LLP
511
Union Street, Suite 2700
Nashville,
Tennessee 37219
(615)
850-8063
|
|
Christopher
J. Bellini, Esq.
Cozen
O’Connor P.C.
33
South 6th Street, Suite 3800
Minneapolis,
Minnesota 55402
(612)
260-9029
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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|
Accelerated
filer [ ]
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|
|
Non-accelerated
filer [X]
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|
Smaller
reporting company [X]
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|
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 7(a)(2)(B) of the Securities Act.
[X]
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered
|
|
Amount to
be
Registered
(1)
|
|
|
Proposed
Maximum
Offering
Price Per
Security
(2)
|
|
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
|
|
Amount of
Registration
Fee
(3)(4)
|
|
Common Stock, $0.001 par value per share
|
|
|
1,207,813
|
|
|
$
|
2.61
|
|
|
$
|
3,152,392
|
|
|
$
|
409.18
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|
Common Stock, $0.001 par value per share, underlying Selling Agent Warrants issued in connection with the Company’s Initial Public Offering
|
|
|
65,626
|
|
|
|
2.61
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|
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171,284
|
|
|
|
22.23
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|
Common Stock, $0.001 par value per share, underlying Placement Agent Warrants issued in connection with the placement of the Company’s Senior Convertible Promissory Notes
|
|
|
24,366
|
|
|
|
2.61
|
|
|
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63,595
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|
|
|
8.25
|
|
Common Stock, $0.001 par value per share, underlying Placement Agent Warrants issued in connection with the PIPE Financing (defined below)
|
|
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70,500
|
|
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2.61
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|
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184,005
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|
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23.88
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|
Common Stock, $0.001 par value per share, issued in connection with the Greentree Financing (defined below)
|
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100,000
|
|
|
|
2.61
|
|
|
|
261,000
|
|
|
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33.88
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|
Common Stock, $0.001 par value per share, underlying the 10% Convertible Promissory Note issued in connection with the Greentree Financing (defined below)
|
|
|
550,000
|
|
|
|
2.61
|
|
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|
1,435,500
|
|
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186.33
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|
Common Stock, $0.001 par value per share, underlying Warrants issued in connection with the Greentree Financing (defined below)
|
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550,000
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2.61
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1,435,500
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|
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186.33
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Total
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2,568,305
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$
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2.61
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$
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6,703,276
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$
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870.08
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(1)
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Pursuant
to Rule 416 under the Securities Act, the shares registered hereby also include an indeterminate number of additional shares
as may from time to time become issuable by reason of stock splits, distributions, recapitalizations or other similar transactions.
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(2)
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Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, on the basis of
the average high and low sales price of the Registrant’s common stock as reported by The Nasdaq Capital Market on February
11, 2020.
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(3)
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The
fee is calculated by multiplying the aggregate offering amount by 0.0001298, effective October 1, 2019, pursuant to Section
6(b) of the Securities Act.
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(4)
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Previously paid.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
The
purpose of this Amendment on Form S-1/A to the
Registration Statement on Form S-1 (the “Registration Statement”) of Edison
Nation, Inc. (the “Company”), filed with the Securities and Exchange Commission on February 12, 2020 , is to
revise Item 16 to include a new Exhibit 3.3 to reflect the recent amendment and restatement of the Company’s articles
of incorporation filed with the Secretary of State of the State of Nevada on March 25, 2020, and to provide the legal opinion
and consent under Exhibit 5.1 and Exhibit 23.2, respectively.
No
other changes have been made to the Registration Statement, and no changes have been made to the related
prospectus made part of the Registration Statement. This Amendment does not otherwise reflect
events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made
in the original Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules
Number
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Description
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Form
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Exhibit
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Filing Date
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Filed/Furnished
Herewith
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3.1
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Certificate of Amended and Restated Articles of Incorporation of Xspand Products Lab, Inc. dated December 20, 2017
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1-A
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2.3
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December 22, 2017
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3.2
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Articles of Merger, filed with the Secretary of State of Nevada, effective September 7, 2019
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8-K
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3.1
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September 12, 2018
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3.3
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Second
Amended and Restated Articles of Incorporation of Edison Nation, Inc.
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8-K
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3.1
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March 26, 2020
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3.4
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Second Amended and Restated Bylaws of Edison Nation, Inc.
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8-K
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3.2
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September 12, 2018
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5.1
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Opinion of Waller Lansden Dortch & Davis, LLP
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**
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10.1
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Form of Senior Convertible Promissory Note with Edison Nation Holdings, LLC, dated June 29, 2018
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8-K
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2.1
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July 6, 2018
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10.1
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Membership Interest Purchase Agreement with Edison Nation Holdings, LLC dated June 29, 2018
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8-K
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10.1
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July 6, 2018
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10.2
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Fifth Amended and Restated Operating Agreement of Edison Nation Holdings, LLC, dated September 4, 2018
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8-K
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10.2
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September 6, 2018
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10.3
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Registration Rights Agreement dated September 4, 2018
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8-K
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10.3
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September 6, 2018
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10.4+
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Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan
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8-K
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3.3
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September 12, 2018
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10.5+
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Employment Agreement with Christopher Ferguson, dated September 26, 2018
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8-K
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10.1
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October 5, 2018
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+
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10.6+
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Employment Agreement with Philip Anderson, dated September 26, 2018
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8-K
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10.2
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October 5, 2018
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+
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10.7+
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Employment Agreement with Brett Vroman, dated October 5, 2018
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8-K
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10.1
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June 11, 2019
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+
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10.8+
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Amendment to Employment Agreement with Brett Vroman, dated June 7, 2019
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8-K
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10.2
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June 11, 2019
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+
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10.9+
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Separation Agreement and Release with Philip Anderson, dated June 6, 2019
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8-K
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10.3
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June 11, 2019
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+
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10.10
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Stock Purchase Agreement, dated October 24, 2018
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8-K
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10.1
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October 30, 2018
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10.11
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Form of Securities Purchase Agreement with FirstFire Global Opportunities Fund LLC, dated March 6, 2019
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8-K
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10.1
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March 13, 2019
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10.12
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Form of 2% Senior Convertible Promissory Note with FirstFire Global Opportunities Fund LLC, dated March 6, 2019
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8-K
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10.2
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March 13, 2019
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10.13
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Pledge Agreement, dated March 12, 2019
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8-K
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10.3
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March 13, 2019
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10.14
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Form of Securities Purchase Agreement dated May 13, 2019
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8-K
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10.1
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May 17, 2019
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10.15
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Form of Senior Convertible Promissory Note dated May 13, 2019
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8-K
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10.2
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May 17, 2019
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10.16
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Settlement and Release Agreement dated June 17, 2019 with FirstFire Global Opportunities Fund, LLC
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8-K
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10.1
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June 19, 2019
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10.17
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Loan Agreement with Tiburon Opportunity Fund, dated June 14, 2019
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8-K
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10.1
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June
20, 2019
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10.18
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Operating Agreement of Ed Roses, LLC, dated August 23, 2019
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*
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10.19
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Securities Purchase Agreement with Labrys Fund, LP, dated August 26, 2019
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8-K
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10.1
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August
29, 2019
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10.20
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12% Convertible Promissory Note, dated August 26, 2019
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8-K
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10.2
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August
29, 2019
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10.21
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Form of Share Purchase Agreement, dated October 2, 2019
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8-K
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10.1
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October
4, 2019
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10.22
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Form of Registration Rights Agreement, dated October 2, 2019
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8-K
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10.2
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October
4, 2019
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10.23
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Uber Mom Asset Purchase Agreement, dated November 6, 2019
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10.24
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Purchase of Inventory and Repurchase Agreement with Claudia McFillin and Joseph Tropea, dated November 12, 2019
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*
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10.25
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Future Receivables Sale and Purchase Agreement with Velocity Group USA Inc., dated November 18, 2019
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*
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10.26
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10% Senior Secured Note with 32 Entertainment LLC, dated December 4, 2019
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*
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10.27
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Common Stock Purchase Warrant with 32 Entertainment LLC, dated December 4, 2019
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*
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10.28
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Registration Rights Agreement with 32 Entertainment LLC, dated December 4, 2019
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*
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10.29
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Loan Agreement with Tiburon Opportunity Fund, dated January 2, 2020
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*
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10.30
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5% Note Agreement with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020
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*
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10.31
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Common Stock Purchase Warrant with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020
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*
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10.32
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5% Note Agreement with Paul J. Solit and Julie B. Solit, dated January 15, 2020
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*
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10.33
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Common Stock Purchase Warrant with Paul J. Solit and Julie B. Solit, dated January 15, 2020
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*
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10.34
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5% Note Agreement with Richard O’Leary, dated January 17, 2020
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*
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10.35
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Common Stock Purchase Warrant with Richard O’Leary, dated January 15, 2020
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*
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10.36
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Loan Agreement with Greentree Financial Group, Inc., dated January 23, 2020
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8-K
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10.1
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January
29, 2020
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10.37
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10% Convertible Promissory Note with Greentree Financial Group, Inc., dated January 23, 2020
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8-K
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10.2
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January
29, 2020
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10.38
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Common Stock Purchase Warrant with Greentree Financial Group, Inc., dated January 23, 2020
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8-K
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10.3
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January
29, 2020
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10.39
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Amendment Agreement with Greentree Financial Group, Inc., dated January 29, 2020
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8-K
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10.4
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January
29, 2020
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15.1
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Letter from Marcum LLP (included in Exhibit 23.1)
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*
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21.1
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List of Significant Subsidiaries
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*
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23.1
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Consent of Marcum LLP, Independent Registered Accounting Firm
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*
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23.2
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Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5.1)
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**
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24.1
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Power of Attorney (included on the signature page to this registration statement)
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*
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101.INS
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XBRL
Instance Document
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*
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101.SCH
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XBRL
Taxonomy Extension Schema Document
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*
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document
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*
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase Document
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*
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document
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*
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document
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*
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*
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Previously
filed.
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**
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Filed
herewith.
|
+
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Denotes
a management compensatory plan, contract or arrangement
|
(b)
|
Financial
statement schedules.
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No
financial statement schedules are provided because the information called for is not required or is shown in the consolidated
financial statements or related notes.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, we have duly caused this Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in Bethlehem, Pennsylvania, on March 30 , 2020.
|
EDISON
NATION , INC.
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By:
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/s/
Christopher B. Ferguson
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Christopher
B. Ferguson
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Christopher
B. Ferguson and Brett Vroman, and each of them, with full power of substitution and resubstitution and full power to act without
the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and
on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration
Statement on Form S-1, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature
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Title
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Date
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/s/
Christopher B. Ferguson
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Chief
Executive Officer and Chairman of the Board of Directors
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March
30 , 2020
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Christopher
B. Ferguson
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(Principal
Executive Officer)
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/s/
Brett Vroman
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Chief
Financial Officer
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March
30 , 2020
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Brett
Vroman
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/
Louis Foreman
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Director
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March
30 , 2020
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Louis
Foreman
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/s/
Frank Jennings
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Director
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March
30 , 2020
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Frank
Jennings
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/s/
Kevin J. O’Donnell
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Director
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March
30 , 2020
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Kevin
J. O’Donnell
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/s/
Toper Taylor
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Director
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March
30 , 2020
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Toper
Taylor
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