Annual report pursuant to Section 13 and 15(d)

Stockholders??? Equity

v3.22.1
Stockholders’ Equity
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders’ Equity

Note 19 — Stockholders’ Equity

 

Common Stock

 

The Company is authorized to issue 250,000,000 shares of common stock. As of December 31, 2021 and 2020, there were 150,118,024 and 14,471,403 shares of common stock issued and outstanding, respectively.

 

During the year ended December 31, 2021, warrant shares of 104,430,483 were exercised and the Company received net proceeds of $262,500,663.

 

BHP Capital NY Inc. Private Placement – July 2021

 

On July 23, 2021, Vinco entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BHP Capital NY Inc. (the “Purchaser”) whereby Vinco agreed to (i) issue and sell to the Purchaser up to 1,007,194 shares of Vinco’s common stock, par value $0.001 per share (the “Purchased Shares”) at a purchase price of $2.78 per share and (ii) issue warrants (the “Warrants”) to purchase up to 1,007,194 shares of Vinco’s Common Stock (the “Warrant Shares”) with an exercise price of $2.78 per share, resulting in an aggregate of $2,800,000 of Purchased Shares and Warrants. The Warrants are immediately exercisable and have a term of exercise equal to three (3) years. In connection with the Purchase Agreement,

 

Vinco and the Purchaser also entered into a Registration Rights Agreement, dated as of July 23, 2021, whereby Vinco agree to prepare and file, within 40 days of the closing, with the SEC a registration statement covering the resale of all Purchased Shares and Warrant Shares issued and sold to the Purchaser pursuant to the Purchase Agreement. In the event that such registration statement is not filed within 40 days of the closing, or if such registration statement does not become effective within 80 days of its filing, Vinco shall issue an additional 50,360 shares of Common Stock and warrants to purchase an additional 50,360 shares of Common Stock to the Purchaser. The Company filed the registration statement which has been declared effective.

 

BHP Capital NY Inc. Private Placement – January 2021

 

On January 28, 2021, the Company consummated the closing of a private placement offering whereby pursuant to the Securities Purchase Agreement entered into by the Company with BHP Capital NY Inc as investor, the Company issued 1,500,000 shares of restricted common stock and a five (5) year warrant to purchase shares of the Company’s Common Stock.

 

Pursuant to the Securities Purchase Agreement, the BHP Capital NY, Inc. received a warrant in an amount equal to 100% of the shares of Common Stock issued to the investor under the agreement. The warrant contains an exercise price of $2.20 per share. In connection with the closing of the offering, the warrant was issued to purchase an aggregate of 1,500,000 shares of Common Stock.

 

The Company also entered into a Registration Rights Agreement with the investor (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission a registration statement by 30 days following the closing date to register the conversion shares and warrant shares; and (ii) use all commercially reasonable efforts to have the registration statement declared effective by the Commission within 60 days following the closing date or at the earliest possible date, or 75 days following the closing date if the registration statement receives comments from the Commission. The Company filed the registration statement which has been declared effective.

 

On June 4, 2021, the Company entered into a warrant exercise agreement with BHP Capital NY Inc. who agreed to exercise a portion of the January warrants and the Company agreed to issue additional warrants, to purchase shares of Common Stock at a per-share exercise price equal to $3.30 (the “Incentive Warrants”, all pursuant to the terms and conditions set forth in the Agreement. At the Closing (as defined in Section 2(b) of the Agreement), the Parties shall execute and deliver a registration rights agreement, pursuant to which the Company will agree to register the shares of Common Stock underlying the Incentive Warrants. Subject to the terms of agreement, (i) BHP Capital NY Inc. shall pay to the Company an amount equal to the exercise price in effect as of the date of such exercise multiplied by 1,500,000 shares (as adjusted for any share split or similar transaction after the date hereof) and (ii) the Company shall issue and deliver Incentive Warrants to BHP Capital NY Inc. to initially purchase an aggregate number of shares equal to the number of exercised warrant shares, which number of shares shall be subject to adjustment upon the exercise of further shares pursuant to the warrants. During the nine months ended December 31, 2021, BHP Capital NY Inc. exercised 1,500,000 warrants and received 1,500,000 incentive warrants.

 

 

Preferred Stock

 

On October 16, 2020, the Company filed a Certificate of Designation (the “Designation”) with the Secretary of State of Nevada, which designates 1,000,000 shares of the Company’s preferred stock, par value $0.001 per share, as Series B Convertible Preferred Stock (“Series B”). Pursuant to the terms of the Designation, holders of the Series B were entitled to dividends, a liquidation preference and had conversion rights. Each share of Series B was convertible into 1 share of Common Stock, on or after the twelve-month anniversary of the Original Issue Date at the option of the Holder thereof, for a total not to exceed 1,000,000 shares of Common Stock. The holders of the Series B had no voting rights.

 

On February 2, 2021, the Company filed an Amendment to the Certificate of Designation (the “Amendment”) for the Company’s Series B Convertible Preferred Stock (“Preferred Stock”). Under the Amendment, each share of Preferred Stock entitled the holder thereof to vote on all matters voted on by the holders of Common Stock, voting together as a single class with other shares entitled to vote at all meetings of the stockholders of the Corporation. With respect to any such vote, each share of Preferred Stock entitled the holder thereof to cast the number of votes equal to the number of whole shares of Common Stock into which such shares of Preferred Stock were then convertible (the “Conversion Shares”). Such right could be exercised at any annual meeting or special meeting, or pursuant to any written consent of stockholders.

 

The Company cancelled all shares of preferred stock and does not have any authorized, issued or outstanding as of December 31, 2021. As of December 31, 2021 and 2020, there were 0 and 764,618 shares of Series B Preferred Stock issued and outstanding, respectively.

 

On May 26, 2021, the Company issued 764,618 shares of common stock valued at $1,276,912 upon conversion of the Company’s Series B Preferred Stock. On December 15, 2021, the Company repurchased 600,000 shares of common stock valued at $1,644,000 from the TBD sellers.

  

On September 7, 2021, the Company filed a Certificate of Correction with the State of Nevada nullifying the Second Amended and Restated Articles of Incorporation.

 

Stock-Based Compensation

 

On September 4, 2021, the Company’s board of directors approved the Vinco Ventures, Inc. 2021 Equity Incentive Plan. The 2021 Plan provides for the issuance of up to 9,000,000 (3,267,040 shares remaining as of December 31, 2021) shares of common stock to help align the interests of management and our shareholders and reward our executive officers for improved Company performance. Stock incentive awards under the 2021 Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options is equal to the fair market value of the underlying Company common stock on the date of grant.

 

On July 15, 2020, the Company filed a registration statement on Form S-8 registering 1,764,705 (0 shares remaining as of December 31, 2021) shares of common stock to be issued as stock-based incentives under the Company’s Amended and Restated Vinco Ventures, Inc. Omnibus Incentive Plan.

 

On September 26, 2018, the Compensation Committee of the board of directors approved the terms of compensation to be paid to non-employee directors for fiscal year 2018. Compensation for non-employee directors includes an annual retainer of $20,000, an annual committee meeting fee of $5,000, if such director chairs a committee of the board of directors, and an award of options to purchase 20,000 shares of the Company’s common stock. The restricted stock underlying such options were to vest one year after the grant date. However, the options were never granted. Accordingly, On November 15, 2019, in lieu of granting the options, the Company granted each member of the board of directors restricted stock units of 20,000 shares which vested immediately, except for Toper Taylor who received 30,000 shares in November 2019, related to the share amounts due to him under the terms of his agreement with us. In addition, the Company granted each non-employee director restricted stock units of 30,000 shares, which vested on January 1, 2020.

 

 

On September 6, 2018, the Company’s board of directors approved an amendment and restatement of the Company’s omnibus incentive plan to reflect the Company’s name change to Edison Nation, Inc. Thus, the Edison Nation, Inc. Omnibus Incentive Plan which remains effective as of February 9, 2018, provides for the issuance of up to 1,764,705 shares of common stock to help align the interests of management and our stockholders and reward our executive officers for improved Company performance. Stock incentive awards under the 2017 Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options is equal to the fair market value of the underlying Company common stock on the date of grant.

 

From time to time, the Company grants shares of common stock to consultants and non-employee vendors for services performed. The awards are valued at the market value of the underlying common stock at the date of grant and vest based on the terms of the contract which is usually upon grant.

 

The following table summarizes stock-based compensation by award for the years ended December 31, 2021 and 2020, respectively:

 

    For the Twelve Months
Ended December 31,
 
    2021     2020  
Stock option awards   $    -     $ 46,605  
Non-employee awards     16,056,491       3,100,255  
Restricted stock unit awards     25,510,446       68,400  
Phantom stock awards     (62,822 )     26,504  
Stock option awards – Lomotif Private Limited     1,862,023       -  
    $ 43,366,138     $ 3,241,764  

 

The Company issued 5,958,770 shares of common stock to employees for restricted stock awards. The Company issued 4,508,266 shares of common stock to non-employees for restricted stock awards. The stock-based compensation is included in selling, general and administrative expense for the years ended December 31, 2021 and 2020.

 

The following table summarizes stock option award as of December 31, 2021:

 

    Shares    

Weighted

Average

Exercise

Price

   

Remaining

Contractual

Life in

Years

   

Aggregate

Intrinsic Value

 
Balance, January 1, 2020     80,000     $ 5.55       3.7       -  
Granted     -       -       -       -  
Forfeited     -       5.00       -       -  
Balance, December 31, 2020     80,000     $ 7.01       2.7       -  
Exercisable, December 31, 2020     80,000       7.01       2.7       -  
Balance, December 31, 2020     80,000     $ 7.01       2.7       -  
Granted     -       -       -       -  
Forfeited     -       -       -       -  
Balance, December 31, 2021     80,000       7.01       1.7       -  
Exercisable, December 31, 2021     80,000       7.01       1.7       -  

 

As of December 31, 2021, there were no unvested options to purchase shares of the Company’s common stock and $0 of total unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average period of one year.