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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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(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 Amendment to Material Definitive Agreement.
1. Pursuant to that certain Securities Purchase Agreement (as amended, the “July SPA”) dated as of July 22, 2021 by and between Vinco Ventures, Inc. (the “Company”) and an accredited investor (the “Holder”), the Company sold to the Holder a Senior Secured Convertible Note in an aggregate principal amount of $120,000,000, of which an aggregate principal amount of $14,740,000 remains outstanding as of the date hereof (after giving effect to the $145,000 redemption of the July Note pursuant to that certain Exchange and Amendment Agreement by and between the Company and the Holder dated as of February 5, 2023) (as amended, the “July Note”) and warrants representing the right to acquire shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
On May 1, 2023, the Company and the Holder amended the July Note, as follows:
| ● | The Holder released from the Control Account $1,000,000 in cash by wire transfer of immediately available funds to the Company on May 1, 2023. | |
| ● | The Company shall, on or prior to the earlier of (i) July 17, 2023 and (ii) the date that is ten (10) days immediately following the date the Company files with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, file a registration statement on Form S-1 with the SEC for a secondary offering of shares of Common Stock, preferred stock and/or warrants to purchase Common Stock on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “New Registration Statement”). | |
| ● | The Company shall consummate a Subsequent Placement of Common Stock, preferred stock and/or warrants to purchase Common Stock pursuant to the New Registration Statement on or prior to the date that is fourteen (14) days after the filing of the New Registration Statement, which shall generate gross proceeds to the Company of at least $10,000,000 (the “July 2023 Subsequent Placement”). | |
| ● | The Company shall simultaneously with the consummation of any Subsequent Placement consummated on or after the date hereof, including, without limitation, the July 2023 Subsequent Placement, until the date the July Note is no longer outstanding, use at least fifty percent (50%) of the Subsequent Placement Proceeds (as defined below) to redeem the July Note from the Holder in cash at a price equal to the Conversion Amount being redeemed. As used herein, the “Subsequent Placement Proceeds” means the gross proceeds generated to the Company from any Subsequent Placement consummated from and after the date hereof, less (i) direct fees and expenses incurred by the Company in connection with the consummation of such Subsequent Placement and (ii) any cash therefrom paid by the Company to the sellers in connection with the A360 acquisition, as described in Proposal 7 set forth in the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2023. | |
| ● | In the event the Holder or any of its Affiliates participates in the July 2023 Subsequent Placement or any other Subsequent Placement consummated by the Company from and after the date hereof while the July Note remains outstanding, any purchase price to be paid by the Holder or any of its Affiliates in such Subsequent Placement shall be used to redeem the July Note to the extent it remains outstanding at a price equal to the Conversion Amount being redeemed and the Holder or any of its Affiliate may, in its sole and absolute discretion, elect to set off such payment at the closing of such Subsequent Placement. |
Item 9.01 Exhibits
104 Cover Page Interactive Data File
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 2, 2023
| VINCO VENTURES, INC. | ||
| By: | /s/ Chris Polimeni | |
| Name: | Chris Polimeni | |
| Title: | CFO | |
