Form S-1/A Vinco Ventures, Inc.

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As
filed with the Securities and Exchange Commission on August 11, 2021

 

Registration
Statement No. 333-258106

 

 

UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM
S-1

(Amendment No. 1)

REGISTRATION
STATEMENT UNDER THE

SECURITIES
ACT OF 1933

 

 

VINCO
VENTURES, INC.

(f/k/a
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.)

 

Vinco
Ventures, Inc.
1 West Broad Street, Suite 1004

Bethlehem,
Pennsylvania 18018

(866)
900-0992

(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices
)

 

Christopher
B. Ferguson

Chief
Executive Officer

Vinco
Ventures, Inc.
1 West Broad Street, Suite 1004

Bethlehem,
Pennsylvania 18018

(866)
900-0992

(Name,
address, including zip code, and telephone number, including area code, of agent for service
)

 

Copies
to:

 

Joseph
M. Lucosky, Esq. 

Lucosky
Brookman LLP

101
Wood Avenue South, 5th Floor

Woodbridge,
NJ 08830

(732)
395-4400

 

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)
 
Common Stock, $0.001 par value per share, underlying an Incentive Warrant issued
in connection with the May 2021 Hudson Bay warrant exercise (the “May 2021 Hudson Bay warrant exercise”)
    13,070,000     $ 3.57     $ 46,659,900     $ 5,091  
Common Stock, $0.001 par value per share, underlying an Incentive Warrant issued in connection
with the June 2021 Hudson Bay warrant exercise (the “June 2021 Hudson Bay warrant exercise”)
    26,374,329     $ 3.57       94,156,355       10,272  
Common Stock, $0.001 par value per share, underlying Placement Agent Warrants issued in connection with
the May 2021 Hudson Bay warrant exercise
    1,200,000     $ 3.57       4,284,000       467  
Common Stock, $0.001 par value per share, underlying Placement Agent Warrants issued in connection with
the June 2021 Hudson Bay warrant exercise
    1,955,546     $ 3.57       6,981,299       762  
Common Stock, $0.001 par value per share, underlying an Incentive Warrant issued in connection with
the June 2021 BHP Capital NY warrant exercise
    1,500,000     $ 3.57       5,355,000       584  
Total     44,099,875     $     $ 157,436,554     $ 17,176  

 

(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 July 21, 2021.
The shares offered hereunder may be sold by the Selling Shareholders from time to time in the open market, through privately negotiated
transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices.
(3) $17,176 previously paid. The
fee is calculated by multiplying the aggregate offering amount by 0.0001091 pursuant to Section 6(b) of the Securities Act.

 

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.

 

 


 

The
information in this preliminary prospectus is not complete and may be changed. The Selling Shareholders may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted.

 

PRELIMINARY
PROSPECTUS
SUBJECT
TO COMPLETION, DATED AUGUST 11, 2021

 

 

Vinco
Ventures, Inc.

 

44,099,875
Shares of Common Stock

 

Pursuant to this prospectus, the selling shareholders
identified herein (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”) are offering on
a resale basis, up to 44,099,875 shares of common stock, par value $0.001 per share (the “common stock”) of Vinco Ventures,
Inc. (the “Company,” “Vinco Ventures,” “we,” “our” or “us”). These shares
include: (i) 13,070,000 shares of common stock underlying an incentive warrant issued in the May 2021 Hudson Bay warrant exercise,
(ii) 26,374,329 shares of common stock out of 35,871,829 shares of common stock underlying an incentive warrant issued
in connection with the June 2021 Hudson Bay warrant exercise, (iii) 1,200,000 shares of common stock underlying a warrant issued in connection
with the placement of the May 2021 Hudson Bay warrant exercise, (iv) 1,955,546 shares of common stock underlying a warrant issued in
connection with the placement of the June 2021 Hudson Bay warrant exercise, and (v) 1,500,000 shares of common stock underlying an incentive
warrant issued in connection with the June 2021 BHP warrant exercise. We are not selling any shares under this prospectus, and we will
not receive any proceeds from the sales of shares by the Selling Shareholders. We will, however, receive the exercise price…

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