UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
(1) We are a remote-friendly company, with several hubs and locations for employees to collaborate. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address set forth in our proxy materials and/or identified on our investor relations website.
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Item 1.01 Entry Into a Material Definitive Agreement
On December 19, 2022, Vinco Ventures, Inc. (the “Company” or “Buyer”) entered into a material definitive agreement to complete the purchase of the membership interests (the “Membership Interests”) in ZVV Media Partners from Zash Global Media (the “Seller”). The purchase price shall be (a) 10 shares of Buyer’s Series B Preferred Stock, par value $0.001 per share (which shall be convertible into 144 million common shares of Buyer (for which issuance will be subject to Nasdaq rules) and for which a Certificate of Designation will be filed in the State of Nevada no later than December 21, 2022, subject to approval of both Buyer and Seller and compliance with all Nasdaq and SEC compliance) (the “Purchase Equity”), and (b) the deemed satisfaction of all outstanding indebtedness and other obligations owing from Seller to Buyer or the Company, including, without limitation, pursuant to (i) the Promissory Note issued by Seller to Buyer dated February 18, 2021 in the original principal amount of $5,000,000, and (ii) the Secured Promissory Note issued by the Company to Buyer dated June 29, 2022 in the original principal amount of $56,955,167.81. The Buyer shall issue the Purchase Equity to Seller at the Closing (as defined herein) or such later time as agreed by the Parties in writing. This transaction is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.02 Unregistered Sale of Equity Securities
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 19, 2022
| VINCO VENTURES, INC. | ||
| By: | /s/ Roderick Vanderbilt | |
| Name: | Roderick Vanderbilt | |
| Title: | Executive Chairman | |