As filed with the Securities and Exchange Commission on October 14, 2021
Registration Statement No. 333-260080
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(Amendment Number 1)
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
VINCO VENTURES, INC.
(f/k/a 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.) |
Vinco Ventures, Inc.
1 West Broad Street, Suite 1004
Bethlehem, Pennsylvania 18018
(866) 900-0992
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christopher B. Ferguson
Chief Executive Officer
Vinco Ventures, Inc.
1 West Broad Street, Suite 1004
Bethlehem, Pennsylvania 18018
(866) 900-0992
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joseph M. Lucosky, Esq.
N. Adele Hogan, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830
(732) 395-4400
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: ☒
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 ☒ | Smaller reporting company ☒ |
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 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY NOTE
Vinco Ventures, Inc. (the “Registrant”) is filing this Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-1 originally filed on October 6, 2021 (Registration Statement No. 333-260080 ) (the “Registration Statement”) to file Exhibits 5.1 and 23.2 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibits 5.1 and 23.2 (which is included in Exhibit 5.1). The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
Item 16. Exhibits and Financial Statement Schedules
II-1 |
II-2 |
II-3 |
II-4 |
Exhibit | Incorporated By Reference to | Filed | ||||||||
Number | Description | Form | Exhibit | Filing Date | Herewith | |||||
10.96 | Form of Senior Secured Convertible Note | 8-K | 4.1 | July 23, 2021 | ||||||
10.97 | Form of Securities Purchase Agreement | 8-K | 10.1 | July 23, 2021 | ||||||
10.98 | Form of Warrant | 8-K | 10.2 | July 23, 2021 | ||||||
10.99 | Form of Registration Rights Agreement | 8-K | 10.3 | July 23, 2021 | ||||||
10.100 | Form of Amendment Agreement | 8-K | 10.4 | July 23, 2021 | ||||||
10.101 | Form of Guaranty | 8-K | 10.5 | July 23, 2021 | ||||||
10.102 | Form of Pledge and Security Agreement | 8-K | 10.6 | July 23, 2021 | ||||||
10.103 | Second Amended and Restated Limited Liability Company Agreement of ZVV Media Partners, LLC | 8-K | 10.7 | July 23, 2021 | ||||||
10.104 | Securities Purchase Agreement between ZASH Global Media and Entertainment Corporation and Lomotif Private Limited | 8-K | 10.1 | July 29, 2021 | ||||||
10.105 | Deed of Variation and Supplement among ZASH Global Media and Entertainment Corporation, Lomotif Private Limited and ZVV Media Partners, LLC | 8-K | 10.2 | July 29, 2021 | ||||||
10.106 | Securities Purchase Agreement between Vinco Ventures, Inc. and the purchaser identified on the signature page thereto dated July 23, 2021 | 8-K | 10.3 | July 29, 2021 | ||||||
10.107 | Form of Warrant dated July 23, 2021 | 8-K | 10.4 | July 29, 2021 | ||||||
10.108 | Registration Rights Agreement dated July 23, 2021 | 8-K | 10.5 | July 29, 2021 | ||||||
10.109 | Warrant Exercise Agreement between the Company and the Investor | 8-K | 10.1 | August 19, 2021 | ||||||
10.110 | Form of Warrant August Series A Warrant | 8-K | 10.2 | August 19, 2021 | ||||||
10.111 | Form of Warrant August Series B Warrant | 8-K | 10.3 | August 19, 2021 | ||||||
10.112 | Form of Registration Rights Agreement | 8-K | 10.4 | August 19, 2021 | ||||||
10.113 | Warrant Exercise Agreement between the Company and the Investor | 8-K | 10.1 | September 1, 2021 | ||||||
10.114 | Form of September Series A Warrant | 8-K | 10.2 | September 1, 2021 | ||||||
10.115 | Form of September Series B Warrant | 8-K | 10.3 | September 1, 2021 | ||||||
10.116 | Form of Registration Rights Agreement | 8-K | 10.4 | September 1, 2021 | ||||||
10.117 | Side Letter to Securities Purchase Agreement | 8-K | 10.1 | September 13, 2021 | ||||||
21.1 | List of Significant Subsidiaries | S-1 | 21.1 | February 12, 2020 | ||||||
23.1 | Consent of Marcum LLP | S-1 | 23.1 | October 6, 2021 | ||||||
23.2 | Consent of Lucosky Brookman (included in Exhibit 5.1) | * | ||||||||
101.INS* | XBRL Instance Document | S-1 | 23.1 | October 6, 2021 | ||||||
101.SCH* | XBRL Taxonomy Extension Schema Document | S-1 | 23.1 | October 6, 2021 | ||||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | S-1 | 23.1 | October 6, 2021 | ||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | S-1 | 23.1 | October 6, 2021 | ||||||
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | S-1 | 23.1 | October 6, 2021 | ||||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | S-1 | 23.1 | October 6, 2021 |
* | Filed herewith. | |
** | Furnished 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.
II-5 |
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 14, 2021.
VINCO VENTURES, INC. | ||
By: | /s/ Christopher B. Ferguson | |
Christopher B. Ferguson | ||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ Christopher B. Ferguson | Chief Executive Officer and Chairman of the Board of Directors | October 14, 2021 | ||
Christopher B. Ferguson | (Principal Executive Officer) | |||
/s/ Brett Vroman | Chief Financial Officer | October 14, 2021 | ||
Brett Vroman | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ * | Director | October 14, 2021 | ||
Louis Foreman | ||||
/s/ * | Director | October 14, 2021 | ||
Frank Jennings | ||||
/s/ * | Director | October 14, 2021 | ||
Mary Ann Halford | ||||
/s/ * | Director | October 14, 2021 | ||
Kevin J. O’Donnell |
* By: | /s/ Christopher B. Ferguson | |
Christopher B. Ferguson | ||
Attorney-in-Fact |
II-6 |