Amended Current Report Filing (8-k/a)
April 25 2022 - 4:53PM
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2022-02-11
2022-02-11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 11, 2022
VINCO
VENTURES, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-38448 |
|
82-2199200 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6
North Main Street
Fairport,
NY |
|
14450 |
(Address of principal executive
offices) |
|
(Zip Code) |
(866)
900-0992
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, $0.001 par
value per share |
|
BBIG |
|
The
Nasdaq Stock Market LLC |
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.
EXPLANATORY
NOTE
As
reported in a Current Report on Form 8-K filed by Vinco Ventures, Inc. (the “Company”) on February 16, 2022, the Company
completed the acquisition of AdRizer LLC (“AdRizer”) on February 11, 2022. AdRizer constitutes an acquired business pursuant
to Regulation S-X Section 210.11-01(d). However, the Company reevaluated the “significance” of the acquired business using
the Company’s financial statements for the year ended December 31, 2021, as included in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on April 15, 2022. As a result of such reevaluation, the Company has determined
that audited financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X. This Form
8-K/A is being filed solely to amend the disclosure set forth in Item 9.01 of the Form 8-K filed on February 16, 2022 to state that the
historical financial statements of AdRizer and related combined pro forma financial information are not required to be filed. However,
the Company is voluntarily furnishing as Exhibit 99.1 the audited financial statements of AdRizer for the years ended December 31, 2021
and 2020 in this Form 8-K/A.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
The
Company has determined that no financial statements are required under Regulation S-X with respect to the acquisition of AdRizer.
The
Company is voluntarily furnishing as Exhibit 99.1 the audited financial statements of AdRizer for the years ended December 31, 2021 and
2020. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
(b)
Pro Forma Financial Information
The
Company has determined that no pro forma financial information is required under Regulation S-X with respect to the acquisition of AdRizer.
(c)
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:
April 25, 2022
|
VINCO
VENTURES, INC. |
|
|
|
|
By: |
/s/
Lisa King |
|
Name: |
Lisa
King |
|
Title: |
Chief
Executive Officer |
Vinco Ventures (NASDAQ:BBIG)
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