Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, in a joint press release issued by Vinco Ventures, Inc.
(the "Company") and ZASH Global Media and Entertainment Corporation ("Zash"), on
February 23, 2021, Zash entered into a definitive purchase agreement (the
"Lomotif SPA") with Lomotif Private Limited ("Lomotif"), pursuant to which Zash
would acquire a majority controlling interest in Lomotif.
In connection with the Lomotif SPA, on July 23, 2021, the parties entered into
that certain Side Letter to Securities Purchase Agreement relating to ZVV Media
Partners LLC's acquisition of 80.00% of the shares in Lomotif Private Limited
(the "Side Letter") whereby the parties agreed that $8,000,000 of the cash
consideration payable under the Lomotif SPA to Paul Yang Zhiwen ("Paul"), a
majority shareholder of Lomotif, would be held back pending the satisfaction of
certain closing obligations contemplated under the Lomotif SPA, including, but
not limited to, the transfer of the legal and beneficial ownership of Paul's
403,466 ordinary shares in the Company (the "Holdback Amount"). The Holdback
Amount was evidenced by a Note (as defined in the Side Letter) convertible into
2,750,000 shares of the Company's common stock and Pledge Agreement (as defined
in the Side Letter) as described in the Side Letter.
Upon the satisfaction of the closing obligations contemplated under the Lomotif
SPA and upon conversion of the Note on September 13, 2021, the Company shall
issue 5,500,000 shares of its common stock to Paul pursuant to the terms of the
Lomotif SPA and the Side Letter.
The foregoing provides only a brief description of the material terms of the
Side Letter, does not purport to be a complete description of the rights and
obligations of the parties thereunder, and such description is qualified in its
entirety by reference to the full text of the Side Letter filed as exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As described above in Item 1.01 and incorporated herein by reference, the
Company shall issue 5,500,000 shares of its common stock to Paul pursuant to the
terms of the Side Letter (the "Issuance"). The Issuance will be made in reliance
upon the exemption from registration provided by 4(a)(2) under the 1933 Act.
The foregoing description of the Issuance is qualified, in its entirety, by
reference to the Side Letter attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference in response to this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Our Board of Directors currently consists of five (5) directors: Christopher B.
Ferguson, Louis Foreman, Kevin O'Donnell, Mary Ann Halford, and Frank Jennings.
As disclosed in the Company's Preliminary Proxy Statement filed with the
Securities and Exchange Commission (the "SEC") on September 8, 2021 (the
"Preliminary Proxy"), at the Company's 2021 Annual Meeting of the Stockholder to
be held on or about October 14, 2021 (the "Annual Meeting"), we are proposing
the election of five (5) new directors to take office immediately following the
Annual Meeting. Each director elected at the Annual Meeting will serve until his
or her successor is duly elected and qualified at the next Annual Meeting or
until his or her earlier death, disqualification, resignation, or removal. The
nominees for election to the Board of Directors of the Company at the Annual
Meeting are Lisa King, Roderick Vanderbilt, Michael J. DiStasio, Elliot
Goldstein and Phillip A. McFillin.
The Company's current executive officers are:
? Christopher B. Ferguson - Chief Executive Officer and Chairman
? Kevin J. Ferguson - President and Treasurer
? Brett Vroman - Chief Financial Officer and Corporate Secretary
? Brian McFadden - Chief Strategy Officer
As disclosed in the Proxy Statement, the Company anticipates that immediately
following the Annual Meeting, the current executive officers will resign, except
for Brett Vroman, and Company's executive officers following the Annual Meeting
will be:
? Lisa King - Chief Executive Officer and President
? Brett Vroman - Chief Financial Officer and Treasurer
? Stephen Garrow - Chief Operations Officer and Secretary
The information contained herein regarding the Proxy Statement and Annual
Meeting is not complete and the Company's stockholders are encouraged to review
the full text of the information provided in the Company's Preliminary Proxy
Statement filed with the SEC on September 8, 2021 and available at:
https://www.sec.gov/Archives/edgar/data/0001717556/000149315221022172/pre14a.htm. The
proposals discussed in the Preliminary Proxy Statement are subject to change
pending the Company's filing of a Definitive Proxy Statement. The Company does
not presently expect to make material changes to the proposals, if any, remove
any of the proposals or add any new proposals to the Definitive Proxy Statement.
The final proposals to be submitted to the company's stockholders for
considerations at the Annual Meeting will be included in the Company's
Definitive Proxy Statement. The Company expects to file the Definitive Proxy
Statement with the SEC on or about September 20, 2021. The Company's Definitive
Proxy statement will be available, free of charge, on the SEC's website and is
expected to be mailed to stockholders on or about September 22, 2021.
Item 7.01. Regulation FD disclosure.
On September 8, 2021, Vinco Ventures, Inc. (the "Company"), a Nevada
corporation, issued a press release on the Company's 2021 Annual Proxy details
and provided a corporate update in a new investor presentation. A copy of the
press release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
On September 8, 2021, the Company posted a new corporate presentation (the
"Corporate Presentation") on its Investor Relations website at
https://investors.vincoventures.com. The Corporate Presentation, attached to
this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference, updates previously filed presentations and provides an overview of
the Company's 2021 Annual Proxy. The preceding information, as well as Exhibit
99.1 to this Current Report on Form 8-K, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Side Letter to Securities Purchase Agreement
99.1 Investor presentation dated September 8, 2021
99.2 Press release dated September 8, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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