S-1/A 1 forms-1a.htm

 

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 [  ]   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

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 
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 Greentree Financing (defined below)   100,000    2.61    261,000    33.88 
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    1,435,500    186.33 
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   2,568,305   $2.61   $6,703,276   $870.08 

 

(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 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

 

(a) Exhibits.

 

Number   Description   Form   Exhibit   Filing Date  

Filed/Furnished

Herewith

3.1   Certificate of Amended and Restated Articles of Incorporation of Xspand Products Lab, Inc. dated December 20, 2017   1-A   2.3   December 22, 2017    
3.2   Articles of Merger, filed with the Secretary of State of Nevada, effective September 7, 2019   8-K   3.1   September 12, 2018    
3.3   Second Amended and Restated Articles of Incorporation of Edison Nation, Inc.   8-K   3.1   March 26, 2020    
3.4   Second Amended and Restated Bylaws of Edison Nation, Inc. ​ 8-K   3.2 ​ September 12, 2018    
5.1   Opinion of Waller Lansden Dortch & Davis, LLP               **
10.1   Form of Senior Convertible Promissory Note with Edison Nation Holdings, LLC, dated June 29, 2018   8-K   2.1   July 6, 2018    
10.1   Membership Interest Purchase Agreement with Edison Nation Holdings, LLC dated June 29, 2018   8-K   10.1   July 6, 2018    
10.2   Fifth Amended and Restated Operating Agreement of Edison Nation Holdings, LLC, dated September 4, 2018   8-K   10.2   September 6, 2018    
10.3   Registration Rights Agreement dated September 4, 2018   8-K   10.3   September 6, 2018    
10.4+   Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan   8-K   3.3   September 12, 2018    
10.5+   Employment Agreement with Christopher Ferguson, dated September 26, 2018   8-K   10.1   October 5, 2018   +
10.6+   Employment Agreement with Philip Anderson, dated September 26, 2018   8-K   10.2   October 5, 2018   +
10.7+   Employment Agreement with Brett Vroman, dated October 5, 2018   8-K ​ 10.1   June 11, 2019   +
10.8+   Amendment to Employment Agreement with Brett Vroman, dated June 7, 2019   8-K   10.2   June 11, 2019   +
10.9+   Separation Agreement and Release with Philip Anderson, dated June 6, 2019   8-K   10.3   June 11, 2019   +
10.10   Stock Purchase Agreement, dated October 24, 2018   8-K   10.1   October 30, 2018    
10.11   Form of Securities Purchase Agreement with FirstFire Global Opportunities Fund LLC, dated March 6, 2019   8-K   10.1   March 13, 2019    
10.12   Form of 2% Senior Convertible Promissory Note with FirstFire Global Opportunities Fund LLC, dated March 6, 2019   8-K   10.2   March 13, 2019    
10.13   Pledge Agreement, dated March 12, 2019   8-K   10.3   March 13, 2019    
10.14   Form of Securities Purchase Agreement dated May 13, 2019   8-K   10.1   May 17, 2019    
10.15   Form of Senior Convertible Promissory Note dated May 13, 2019   8-K   10.2   May 17, 2019    

 

   

 

 

10.16   Settlement and Release Agreement dated June 17, 2019 with FirstFire Global Opportunities Fund, LLC   8-K   10.1   June 19, 2019    
10.17   Loan Agreement with Tiburon Opportunity Fund, dated June 14, 2019   8-K   10.1   June 20, 2019    
10.18   Operating Agreement of Ed Roses, LLC, dated August 23, 2019               *
10.19   Securities Purchase Agreement with Labrys Fund, LP, dated August 26, 2019   8-K   10.1   August 29, 2019    
10.20   12% Convertible Promissory Note, dated August 26, 2019   8-K   10.2   August 29, 2019    
10.21   Form of Share Purchase Agreement, dated October 2, 2019   8-K   10.1   October 4, 2019    
10.22   Form of Registration Rights Agreement, dated October 2, 2019   8-K   10.2   October 4, 2019    
10.23   Uber Mom Asset Purchase Agreement, dated November 6, 2019                
10.24   Purchase of Inventory and Repurchase Agreement with Claudia McFillin and Joseph Tropea, dated November 12, 2019               *
10.25   Future Receivables Sale and Purchase Agreement with Velocity Group USA Inc., dated November 18, 2019               *
10.26   10% Senior Secured Note with 32 Entertainment LLC, dated December 4, 2019               *
10.27   Common Stock Purchase Warrant with 32 Entertainment LLC, dated December 4, 2019               *
10.28   Registration Rights Agreement with 32 Entertainment LLC, dated December 4, 2019               *
10.29   Loan Agreement with Tiburon Opportunity Fund, dated January 2, 2020               *
10.30   5% Note Agreement with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020               *
10.31   Common Stock Purchase Warrant with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020               *
10.32   5% Note Agreement with Paul J. Solit and Julie B. Solit, dated January 15, 2020               *
10.33   Common Stock Purchase Warrant with Paul J. Solit and Julie B. Solit, dated January 15, 2020               *
10.34   5% Note Agreement with Richard O’Leary, dated January 17, 2020               *
10.35   Common Stock Purchase Warrant with Richard O’Leary, dated January 15, 2020               *
10.36   Loan Agreement with Greentree Financial Group, Inc., dated January 23, 2020   8-K   10.1   January 29, 2020    
10.37   10% Convertible Promissory Note with Greentree Financial Group, Inc., dated January 23, 2020   8-K   10.2   January 29, 2020    
10.38   Common Stock Purchase Warrant with Greentree Financial Group, Inc., dated January 23, 2020   8-K   10.3   January 29, 2020    
10.39   Amendment Agreement with Greentree Financial Group, Inc., dated January 29, 2020   8-K   10.4   January 29, 2020    
15.1   Letter from Marcum LLP (included in Exhibit 23.1)               *
21.1   List of Significant Subsidiaries               *
23.1   Consent of Marcum LLP, Independent Registered Accounting Firm               *
23.2   Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5.1)               **
24.1   Power of Attorney (included on the signature page to this registration statement)               *
101.INS   XBRL Instance Document               *
101.SCH   XBRL Taxonomy Extension Schema Document               *
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document               *
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document               *
101.LAB   XBRL Taxonomy Extension Label Linkbase Document               *
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document               *

 

*   Previously filed.
**   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 March 30 , 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   March 30 , 2020
Christopher B. Ferguson   (Principal Executive Officer)    
         
/s/ Brett Vroman   Chief Financial Officer   March 30 , 2020
Brett Vroman   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Louis Foreman   Director   March 30 , 2020
Louis Foreman        
         
/s/ Frank Jennings   Director   March 30 , 2020
Frank Jennings        
         
/s/ Kevin J. O’Donnell   Director   March 30 , 2020
Kevin J. O’Donnell        
         
/s/ Toper Taylor   Director   March 30 , 2020
Toper Taylor