Current Report Filing (8-k)
May 28 2021 - 12:09PM
Edgar (US Regulatory)
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): May 28, 2021 (May 28, 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
|
|
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:
[ ]
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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 [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 13(a) of the Exchange Act. [X]
Item
1.01. Entry into a Material Definitive Agreement
As
previously reported by Vinco Ventures, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 21, 2021, the Company, Vinco Acquisition Corporation and ZASH Global Media
and Entertainment Corporation (“ZASH”)(together, the “Parties”) entered into an Agreement to Complete a Plan
of Merger (the “Agreement”). On March 30, the Parties entered into that certain First Amendment to the Agreement (“First
Amendment”) to extend the closing date of the merger to on or about May 28, 2021.
On May 28, 2021, the Parties entered into that
certain Second Amendment to the Agreement (the “Second Amendment”) to define certain milestones with dates to be completed
to consummate the closing of the Lomotif Private Limited (“Lomotif”) acquisition and the ZASH merger; (i) the Company and
ZASH intend to acquire Lomotif through their joint venture, ZVV Media Partners, LLC (the “Joint Venture”); (ii) the Parties
have completed an Amended and Restated Limited Liability Company Agreement for the Joint Venture in preparation for the anticipated acquisition
of Lomotif through the Joint Venture; (iii) Gemini Valuation Services will complete and present an independent third-party valuation
on ZASH on or before June 11, 2021; (iv) sign the final Agreement and Plan of Merger and Reorganization on or before June 24, 2021; (v)
issue a formal proxy to shareholders for the approval of the ZASH merger with the Company on or before July 15, 2021; and (vi) extend
the closing date to August 31, 2021, but no later than the first business day following the satisfaction or waiver of all conditions
to the obligations of the Parties to consummate the transaction.
Item
9.01. Financial Statements and Exhibits.
(d)
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:
May 28, 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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