As filed with the U.S. Securities and Exchange Commission on October 5, 2020.
Registration Statement No. 333-236401
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 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
(866) 536-0943
(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:
Joseph Lucosky, Esq.
Lucosky Brookman LLP
111 Broadway, Suite 807
New York, NY 10006
(212) 332-8160
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 [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [X] | Smaller reporting company [X] | |
| 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 (1) | Proposed Maximum Offering Price Per Security (2) | Proposed (2) | Amount of (3)(4) | ||||||||||||
| 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 | 171,284 | 22.23 | ||||||||||||
| 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 | 63,595 | 8.25 | ||||||||||||
| Common Stock, $0.001 par value per share, underlying Placement Agent Warrants issued in connection with the PIPE Financing (defined below) | 70,500 | 2.61 | 184,005 | 23.88 | ||||||||||||
| Common Stock, $0.001 par value per share, issued in connection with the O’Leary Financing (defined below) | 13,000 | 2.61 | 33,930 | 4.40 | ||||||||||||
| Common Stock, $0.001 par value per share, underlying Warrants issued in connection with the O’Leary (defined below) | 25,000 | 2.61 | 65,250 | 8.47 | ||||||||||||
| Common Stock, $0.001 par value per share, issued in connection with the Rawls Financing (defined below) | 66,000 | 2.61 | 172,260 | 22.36 | ||||||||||||
| Common Stock, $0.001 par value per share, underlying Warrants issued in connection with the Rawls (defined below) | 125,000 | 2.61 | 326,250 | 42.35 | ||||||||||||
| Common Stock, $0.001 par value per share, issued in connection with the Solit Financing (defined below) | 26,000 | 2.61 | 67,860 | 8.81 | ||||||||||||
| Common Stock, $0.001 par value per share, underlying Warrants issued in connection with the Solit (defined below) | 50,000 | 2.61 | 130,500 | 16.94 | ||||||||||||
| Common Stock, $0.001 par value per share, issued in connection with the Greentree Financing (defined below) | 160,000 | 2.61 | 417,600 | 33.88 | ||||||||||||
| Common Stock, $0.001 par value per share, underlying Warrants issued in connection with the Greentree Financing (defined below) | 550,000 | 2.61 | 1,435,500 | 186.33 | ||||||||||||
| Total | 1,175,492 | $ | 2.61 | $ | 3,068,034 | $ | 377.90 | |||||||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | Previously paid |
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 No. 4 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, as amended on August 28, 2020 via Amendment No. 3, is to update Item 16 to provide an updated consent under Exhibit 23.1.
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
(a) Exhibits.
* Filed herewith.
+ Denotes a management compensatory plan, contract or arrangement
(b) Financial statement schedules.
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 October 5, 2020.
| EDISON NATION , INC. | ||
| By: | /s/ Christopher B. Ferguson | |
| Christopher B. Ferguson | ||
| Chief Executive Officer | ||
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 | Title | Date | ||
| /s/ Christopher B. Ferguson | Chief Executive Officer and Chairman of the Board of Directors | October 5, 2020 | ||
| Christopher B. Ferguson | (Principal Executive Officer) | |||
| /s/ Brett Vroman | Chief Financial Officer | October 5, 2020 | ||
| Brett Vroman | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Louis Foreman | Director | October 5, 2020 | ||
| Louis Foreman | ||||
| /s/ Frank Jennings | Director | October 5, 2020 | ||
| Frank Jennings | ||||
| /s/ Kevin J. O’Donnell | Director | October 5, 2020 | ||
| Kevin J. O’Donnell | ||||
| /s/ Mary Ann Halford | Director | October 5, 2020 | ||
| Mary Ann Halford |
