Asfiled with the Securities and Exchange Commission on July 22, 2021

RegistrationStatement No. 333-                

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORMS-1
REGISTRATION STATEMENT UNDER THE

SECURITIESACT OF 1933

VINCOVENTURES, INC.

(f/k/aEdison Nation, Inc.)

(Exactname of registrant as specified in its charter)

VincoVentures, 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)

ChristopherB. Ferguson

ChiefExecutive Officer

VincoVentures, 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)

Copiesto:

JosephM. Lucosky, Esq. 

LucoskyBrookman LLP

101Wood Avenue South, 5th Floor

Woodbridge,NJ 08830

(732)395-4400

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box: [X]

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany 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.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [X]

CALCULATIONOF REGISTRATION FEE

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

VincoVentures, Inc.

44,099,875Shares of Common Stock

Pursuant to this prospectus, the selling shareholdersidentified herein (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”) are offering ona resale basis, up to 44,099,875 shares of common stock, par value $0.001 per share (the “common stock”) of VincoVentures, Inc. (the “Company,” “Vinco Ventures,” “we,” “our” or “us”). Theseshares include: (i) 15,000,000 shares of common stock underlying an incentive warrant issued in the May 2021 Hudson Bay warrantexercise, (ii) 24,444,329 shares of common stock underlying an incentive warrant issued in connection with the June2021 Hudson Bay warrant exercise, (iii) 1,200,000 shares of common stock underlying a warrant issued in connection with theplacement of the May 2021 Hudson Bay warrant exercise, (iv) 1,955,546 shares of common stock underlying a warrant issued in connectionwith the placement of the June 2021 Hudson Bay warrant exercise, and (v) 1,500,000 shares of common stock underlying an incentive warrantissued in connection with the June 2021 BHP warrant exercise. We are not selling any shares under this prospectus, and we will notreceive any proceeds from the sales of shares by the Selling Shareholders. We will, however, receive the exercise price of the warrants,if and when such warrants are exercised for cash by the holders of such warrants.

Theshares included in this prospectus may be offered and sold directly by the Selling Shareholders in accordance with one or more of themethods described in the “Plan of Distribution,” which begins on page 37 of this prospectus. To the extent the SellingShareholders decide to sell their shares, we will not control or determine the price at which the shares are sold.

Ourcommon stock is listed on The Nasdaq Capital Market under the symbol “BBIG.” On July 21, 2021, the last reported saleprice of our common stock was $3.68 per share.

Thisoffering will terminate on the earlier of (i) the date when all of the shares have been sold pursuant to this prospectus or Rule 144under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the date that all of the securities may besold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Weare an “emerging growth company” as defined under U.S. federal securities laws and, as such, we have elected to comply withcertain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary —Implications of Being an Emerging Growth Company.”

Investingin our common stock involves a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus fora discussion of the risks that you should consider in connection with an investment in our securities.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is July 22, 2021.

TABLEOF CONTENTS

Nodealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus.You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares of common stockoffered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectusis current only as of its date.

ABOUTTHIS PROSPECTUS

Thisprospectus is part of a registration statement that we filed on behalf of the Selling Shareholders with the United States Securitiesand Exchange Commission (the “SEC”) to permit the Selling Shareholders to sell the shares described in this prospectus inone or more transactions. The Selling Shareholders and the plan of distribution of the shares being offered by them are described inthis prospectus under the headings “Selling Shareholders” and “Plan of Distribution.”

Youshould rely only on the information contained in this document and any free writing prospectus we provide to you. Neither we nor theSelling Shareholders have authorized anyone to provide any information or to make any representations other than those contained in thisprospectus or in any free writing prospectuses we have prepared. We and the Selling Shareholders take no responsibility for and can provideno assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the commonstock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in thisprospectus is current only as of its date.

Useof Industry and Market Data

Thisprospectus includes market and industry data that we have obtained from third-party sources, including industry publications, as wellas industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (includingour management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledgeof such industries through its experience and participation in these industries. While our management believes the third-party sourcesreferred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from such sourcesreferred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internallyprepared and third-party market prospective information, in particular, are estimates only and there will usually be differences betweenthe prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may bematerial. Also, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should notbe construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication,report, survey or article is not incorporated by reference in this prospectus.

Trademarks,Trade Names and Service Marks

“VincoVentures” and other trademarks or service marks of Vinco Ventures, Inc. appearing in this prospectus are the property of VincoVentures, Inc. The other trademarks, trade names and service marks appearing in this prospectus are the property of their respectiveowners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ^® and ™symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extentunder applicable law, their rights thereto.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including,without limitation, the terms, timing and closing of our proposed acquisitions or our future financial performance. We have attemptedto identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,”“can,” “continue,” “could,” “estimates,” “expects,” “intends,”“may,” “plans,” “potential,” “predict,” “should,” “will,” orthe negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors maycause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levelsor activity, performance, or achievements expressed or implied by these forward-looking statements. Although we believe that the expectationsreflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.Our expectations are as of the date this prospectus is filed, and we do not intend to update any of the forward-looking statements afterthe date this prospectus is filed to confirm these statements to actual results, unless required by law.

Youshould not place undue reliance on forward looking statements. The cautionary statements set forth in this prospectus identify importantfactors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

Thisprospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growthand other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight tosuch estimates. We have not independently verified the statistical and other industry data generated by independent parties and containedin this prospectus and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to bereliable. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industriesin which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual resultscould differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, thepossibility that we may fail to preserve our expertise in consumer product development; that existing and potential distribution partnersmay opt to work with, or favor the products of, competitors if our competitors offer more favorable products or pricing terms; that wemay be unable to maintain or grow sources of revenue; that we may be unable maintain profitability; that we may be unable to attractand retain key personnel; or that we may not be able to effectively manage, or to increase, our relationships with customers; and thatwe may have unexpected increases in costs and expenses. These and other factors could cause results to differ materially from those expressedin the estimates made by the independent parties and by us.

PROSPECTUSSUMMARY

Thissummary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the informationthat you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including the“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”and our combined financial statements and the related notes thereto that are included elsewhere in this prospectus, before making aninvestment decision.

Unlessthe context requires otherwise, “Vinco Ventures,” the “Company,” “we,” “us,” and “our,”refer to Vinco Ventures, Inc. and its subsidiaries.

Overview

OurCompany was incorporated on July 18, 2017 in the State of Nevada under the name of Idea Lab X Products, Inc, On September 12, 2017, wefiled an Amendment to our Articles of Incorporation changing the name to Xspand Products Lab, Inc., and then on September 7, 2018 wefiled an Amendment to our Articles of Incorporation changing the name to Edison Nation, Inc. On November 5, 2020, the Company (the “Parent”)and its wholly owned subsidiary, Vinco Ventures, Inc. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the“Agreement”). Under the terms of the Agreement, the Merger Sub merged with and into the Parent and the Parent became thesurviving corporation of the Merger (the “Surviving Corporation”). The name of the Surviving Corporation became Vinco Ventures,Inc. The transaction closed on November 10, 2020.

VincoVentures, Inc. seeks to be involved with every step of the consumer product life cycle – from ideation, to research and development,manufacturing, sales, packaging and fulfillment. The Company also seeks to raise awareness of the Vinco Ventures brand name as a diversifiedconsumer products business through a number of media channels.

Thefirst stage of development for any consumer product is the impetus to turn an idea into a salable commodity. Considered to be the “go-to”resource for independent innovators with great consumer product invention ideas, Vinco Ventures maintains a consumer-facing online presencewhereby innovators can submit ideas for consideration by us. If an idea is successfully chosen, Vinco Ventures will apply its proprietary,web-enabled new product development (“NPD”) and commercialization platform that can take a product from idea through e-commercefinal sale in a matter of months versus a year or more for capital intensive and inefficient new product development protocols traditionallyused by legacy manufacturers serving “big box” retailers. Vinco Ventures presently engages with over 180,000 registered onlineinnovators and entrepreneurs interested in accessing the Company’s NPD platform to bring innovative, new products to market focusingon high-interest, high-velocity consumer categories. The Company generates revenue from its web presence by charging a fee for each ideasubmission, and also through subscription-based plans for innovators that wish to submit high volumes of ideas.

Sinceits inception, Vinco Ventures has received over 200,000 idea submissions, with products selling in excess of $250 million at retail throughthe management of over 300 client product campaigns with distribution across diverse channels including e-commerce, mass merchandisers,specialty product chains, entertainment venues, national drug chains, and tele-shopping. These clients include many of the largest manufacturersand retailers in the world including Amazon, Bed Bath and Beyond, HSN, Rite Aid, P&G, and Black & Decker. The Company generatesrevenue from licensing agreements with such manufacturers and retailers. Such agreements are entered into when innovators submit theirideas through Vinco Ventures’ web portal. Occasionally, the Company also generates revenue from innovators that wish to use theCompany’s product development resources, but license or distribute products themselves.

VincoVentures has a number of internally developed brands (“EN Brands”) which act as a launchpad for new innovative items thathave matriculated through the innovation portal. These EN Brands include Cloud B, Pirasta, Uber Mom, Lily and Grey, Trillion Trees, andBarkley Lane. Additionally, the Company offers a partnership model for entrepreneurs and businesses that are seeking to elevate theirexisting brands. Recent partnerships for Vinco Ventures include 4Keeps Roses and Mother K. Within the partnership model, the Companyseeks to identify new lines of distribution and provide innovation through development of new item that enhance the brands overall imageand consumer adoption,

Oncemost consumer products are ideated, developed, manufactured, and possibly even licensed, they must be packaged and distributed. Currently,we maintain a logistics center in Clearwater, Florida. The Company generates revenue from the sale of custom packaging for many of theproducts that have run through our NPD or in-house product development process. The Company also sells packaging products to a numberof other entities that are not related to the Company’s product development process, including pharmaceutical and e-commerce companies.When packaging of products is complete, we typically ship products using our own trucks rather than relying on a common carrier. Forpackaging products, the Company does not have long-term agreements with customers, and instead manufactures and sells its packaging productssubject to purchase orders from its customers.

Oncea product is ready for distribution, consumer awareness must be raised in order to the sell the product. Accordingly, the Company hasbegun to pursue a media strategy. First, the Company is seeking to re-release episodes of the ‘Everyday Edisons’ televisionprogram, while simultaneously seeking a distribution partner for forthcoming episodes. The Company intends to generate revenue from theEveryday Edisons brand by entering into a contract with a broadcast network or online streaming service. The Company is seeking to expandits web presence by acquiring or creating other innovator-facing internet media properties. The Company intends to generate revenue fromsuch internet media through the display of paid advertisements on its properties.

COVID-19

COVID-19has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activitiesby businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through businessand transportation shutdowns and restrictions on people’s movement and congregation.

Asa result of the pandemic, we have experienced, and continue to experience, weakened demand for our traditional products. Many of ourcustomers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantlyreduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition,the pandemic has reduced foot traffic in the stores where our products are sold that remain open, and the global economic impact of thepandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods.

Inthe United States and Asia, many of our key accounts remain closed or are operating at significantly reduced volumes. As a result, wehave made the strategic decision to expand our operations through our Edison Nation Medical (“Ed Med”) division. ThroughEd Med, the Company wholesales Personal Protective Equipment (“PPE”) products through an online portal for hospitals, governmentagencies and distributors.

Giventhese factors, the Company anticipates that the greatest impact from the COVID-19 pandemic in fiscal 2020 occurred in the first quarterof 2020 which resulted in a significant net sales decline as compared to the first quarter of 2019. The Company was able to recover inthe second quarter and third quarter of 2020 related to sales of personal protective equipment and a rebound of some of our legacy productbusiness.

Inaddition, some of our suppliers and the manufacturers of certain products were adversely impacted by COVID-19. As a result, we faceddelays or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able to find alternatesources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability andfinancial condition.

Wehave taken actions to protect our employees in response to the pandemic, including closing our corporate offices and requiring our officeemployees to work from home. At our distribution centers, certain practices are in effect to safeguard workers, including a staggeredwork schedule, and we are continuing to monitor direction from local and national governments carefully. Additionally, our two retaillocations have been closed until further notice.

Asa result of the impact of COVID-19 on our financial results, and the anticipated future impact of the pandemic, we have implemented costcontrol measures and cash management actions, including:

●Terminating a significant portion of our employees; and

●Implementing 20% salary reductions across our executive team and other members of upper-level management; and

●Executing reductions in operating expenses, planned inventory levels and non-product development capital expenditures; and

●Proactively managing working capital, including reducing incoming inventory to align with anticipated sales.

MarketStrategy

Theprocess for developing and launching consumer products has changed significantly in recent years. Previously, Fortune 500 and other companiesmaintained multimillion-dollar research and development divisions to develop and launch products to be sold primarily on retail shelvesand supported by large television and print advertising investment. The emergence of e-commerce giants, including Amazon.com, has causedretail shelf space to no longer be a requirement to launch a new product. Crowdfunding sites like Kickstarter enable solo entrepreneursto inexpensively produce an advertising video and quickly introduce a new product to many millions of potential customers, and to quicklygain those customers for a low cost of acquisition relative to the cost and time required in prior years as expensive advertising investmentis no longer required to gain market awareness. For example, according to Statista.com, crowdfunded sales of products will exceed $18.9billion in 2021. The consumer shift away from brick and mortar retailers toward e-commerce has resulted in the bankruptcy or downsizingof many iconic retailers which sold toys, including Toys R Us, Sears, Kmart, and K-B Toys, with the resultant loss in shelf space andavailable locations helping to drive our market opportunity. By utilizing the opportunities to market products over the internet, ratherthan through traditional, commercial channels, we believe we can reach a much broader market for our brands and products.

LeveragingEvolving Market Opportunities for Growth

TheCompany believes that its anticipated growth will be driven by five macroeconomic factors:

Inaddition, we intend to acquire more small brands that have achieved approximately $1 million in retail sales over the trailing twelve-monthperiod with a track record of generating free cash flow. By leveraging our expertise in helping companies launch thousands of new productsand our ability to create unique, customized packaging, we will seek to elevate the value of these acquired brands by improving eachpart of their launch process, based on our own marketing methodologies.

Webelieve our acquisition strategy will allow us to acquire small brands using a combination of shares of our common stock, cash and otherconsideration, such as earn-outs. We intend to use our acquisition strategy in order to acquire up to ten or more small brands per yearfor the next three years. In situations where we deem that a brand is not a “fit” for acquisition or partnership, we mayprovide the brand with certain manufacturing or consulting services that will assist the brand to achieve its goals.

OnNovember 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with JupiterWellness, Inc. (“Jupiter”). Under the terms of the Exchange Agreement, Jupiter agreed to purchase all outstanding sharesof common stock (the “Exchange Shares”) issued by SRM from the Company. As consideration for the purchase of the ExchangeShares, Jupiter issued the Company 200,000 shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets. Pleasesee Note 15 — Discontinued Operations to our condensed consolidated financial statements for the threemonths ended March 31, 2021 for further information.

Summaryof Risk Factors

Ourbusiness is subject to numerous risks and uncertainties, including those in the section captioned “Risk Factors” beginningon page 22 and elsewhere in this prospectus. These risks include, but are not limited to, the following:

RecentDevelopments

HudsonBay Financing – July 2021

OnJuly 22, 2021 (the “Effective Date”), Vinco Ventures, Inc. (the “Company”) consummated the closing of a privateplacement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “Purchase Agreement”)entered into by the Company on July 22, 2021 with one accredited investor (the “Investor”), the Company issued a Senior SecuredConvertible Note in the amount of $120,000,000 for the purchase price of $100,000,000 ($20,000,000 OID)(the “Note”) and five(5) year warrants (the “Warrant”) to purchase shares of the Company’s common stock, par value $0.001 per share (“CommonStock”).

TheNote shall carry no interest unless and until an event of default shall occur and matures on July 22, 2022. The Note contains a voluntaryconversion mechanism whereby the Noteholder may convert at any time after the Issuance Date, in whole or in part, the outstanding principaland interest under the Note into shares of the Common Stock at a conversion price of $4.00 per share (the “Conversion Shares”).The Note shall be a senior secured obligation of the Company and its subsidiaries. The Note contains customary events of default (eachan “Event of Default”). If an Event of Default occurs, interest under the Note will accrue at a rate of twelve percent (18%)per annum and the outstanding principal amount of the Note, plus accrued but unpaid interest, liquidated damages and other amounts owingwith respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completion of aChange of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portion of theNote in cash at a price in accordance with the terms of the Note.

Pursuantto the Purchase Agreement, the Investor received a Warrant in an amount equal to 100% of the shares of Common Stock initially issuableto the Investor pursuant to the conversion terms of the Investor’s Note. The Warrant contains an exercise price of $4.00 per share,subject to adjustments as provided under the terms of the Warrant. In connection with the closing of the Offering, the Warrant was issuedfor an aggregate of 30,000,000 shares of Common Stock (the “Warrant Shares”).

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date  of the Purchase Agreement to register the Conversion Shares andWarrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the RegistrationStatement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 daysfollowing the Closing Date if the Registration Statement receives comments from the Commission.

PalladiumCapital Group, LLC. (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cashcompensation of $1,000,000 plus a Note of $8,000,000 which is deferred and only due upon the closing of the merger (8% of the gross proceedsto the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses).

EVNTPlatform, LLC Asset Contribution Agreement

OnApril 17, 2021, the Company and EVNT Platform, LLC, a wholly owned subsidiary of the Company, entered into (and closed on) a certainAsset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc., pursuant to which Emmersivecontributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certainphysical assets in consideration for, among other things, the Company assuming certain obligations of Emmersive, hiring certain employees,and issuing 1,000,000 preferred membership units (“Preferred Units”) in the Company to Emmersive and/or its shareholders(“Preferred Members”) pursuant to a First Amended and Restated Operating Agreement for the Company dated as of April 17,2021). Certain put rights are associated with Preferred Units, which if exercised by the Preferred Members, obligates Vinco to purchasethe Preferred Units in exchange for 1,000,000 shares of Vinco Venture’s common stock. In addition, the Preferred Members have theopportunity to earn up to 4,000,000 Conditional Preferred Units if certain conditions are satisfied for each of the four earn out targets.The Earn-Out Targets are described below:

Earn-OutTarget 1: In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility ofthe product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 approvedinfluential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s Shareholders, 1,000,000Conditional Preferred Units, with Put Rights.

Earn-OutTarget 2: In the event that the Company generates a minimum of $7,000,000 in annualized booked revenues inclusive of revenues generatedfrom the celebrities onboarded by the Company (collectively “Attributed Revenue”) in any three-calendar-month period endingon or before March 31, 2022 (i.e. more than $1,750,000 in Attributed Revenue in a period of three consecutive calendar months), the Companyshall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with the Put Rights.

Earn-OutTarget 3: In the event that the Company generates a minimum of $28,000,000 in annualized Attributed Revenues in any three-calendar-monthperiod ending on or before December 31, 2022 (i.e. more than $7,000,000 in Attributed Revenue in a period of three consecutive calendarmonths), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with Put Rights.

EarnOut Target 4: In the event that the Company generates a minimum of $62,000,000 in annualized Attributed Revenues in any three-calendar-monthperiod ending on or before December 31, 2023 (i.e. more than $15,500,000 in Attributed Revenue in a period of three consecutive calendarmonths), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with Put Rights.

OnApril 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed.

On June 24, 2021, the Company announced the “spin-out”of Emmersive Entertainment, LLC to become a standalone publicly traded entity (the “Emmersive Transaction”). The Companycurrently plans to conduct the Emmersive Transaction during the third quarter of the year ending 2021 and intends to announce to theshareholders of the record effective date, providing eventually all shareholders of the Company an equity position in the “spun-out”public company.

BHP Capital NY Inc. Warrant Exercise Agreement– June 2021

On January 28, 2021 (the “Effective Date”),the Company consummated the closing of a private placement offering (the “Offering”) whereby pursuant to the Securities PurchaseAgreement (the “SPA”) entered into by the Company on January 28, 2021 with BHP Capital NY Inc (the “Investor”),the Company issued 1,500,000 shares of restricted common stock and a five (5) year warrant (the “Warrant”) to purchase sharesof the Company’s common stock, par value $0.001 per share (“Common Stock”).

Pursuant to the SPA, the Investor received a Warrantin an amount equal to 100% of the shares of Common Stock issued to the Investor under the SPA. The Warrant contains an exercise priceof $2.20 per share. In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of 1,500,000 sharesof Common Stock (the “Warrant Shares”).

On June 4, 2021, the Company entered into a warrantexercise agreement (the “Agreement”) with BHP Capital NY Inc. (“BHP”) who agreed to exercise a portion of theJanuary Warrants and the Company agreed to issue additional warrants, to purchase shares of Common Stock at a per-share exercise priceequal to $3.20 (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 (the “RegistrationRights 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 shall pay to the Company an amount equal to the exercise price in effect as of the date ofsuch exercise multiplied by 1,500,000 shares (as adjusted for any share split or similar transaction after the date hereof) (the “ExercisedWarrant Shares”) and (ii) the Company shall issue and deliver Incentive Warrants to BHP to initially purchase an aggregate numberof shares equal to the number of Exercised Warrant Shares, which number of shares shall be subject to adjustment upon the exercise offurther shares pursuant to the January Warrants.

Hudson Bay Warrant Exercise Agreement –June 2021

OnFebruary 23, 2021, the Company entered into that certain securities purchase agreement dated February 18, 2021 (the “February SPA”)with the Investor. Pursuant to the February SPA, the Company issued five (5) year warrants (the “February Warrants” and togetherwith the January Warrants, the “Existing Warrants”) to the Investor representing the right to acquire an aggregate of 18,568,188shares of Common Stock. The February Warrants contain an exercise price of $3.722 per share.

OnJune 4, 2021, the Company entered into a warrant exercise agreement (the “June 2021 Warrant Agreement”) with the Investorwhereby 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 June 2021 Warrant Agreement. At theClosing (as defined in Section 2 of the June 2021 Agreement), the parties shall execute and deliver a registration rights agreement,(the “Registration Rights Agreement”), pursuant to which the Company will agree to register the shares of Common Stock underlyingthe Incentive Warrants.

Subjectto the terms of June 2021 Agreement, the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase zeroshares of Common Stock, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a 1.75-for-onebasis for the additional exercise of each Existing Warrant on or prior to July 7, 2021.

TheJune 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expenseand reimbursement obligations and termination provisions.

OnJuly 7, 2021, the Company entered into an Amendment to the June 2021 Warrant Agreement (the “Amendment Agreement”). Underthe terms of the Amendment Agreement, the exercise date for the June Warrants has been extended to August 9, 2021 (the “AdjustmentDate”).

HudsonBay Warrant Exercise Agreement – May 2021

OnJanuary 21, 2021, the Company entered into that certain securities purchase agreement dated January 21, 2021 (the “January SPA”)with an accredited investor (the “Investor” and, together with the Company, the “Parties”). Pursuant to the JanuarySPA, the Company issued five (5) year warrants (the “January Warrants”) to the Investor representing the right to acquirean aggregate of 15,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). TheJanuary Warrants contain an exercise price of $2.00 per share.

OnMay 24, 2021, the Company entered into a warrant exercise agreement (the “May 2021 Warrant Agreement”) with the Investorwho agreed to exercise 2,870,000 shares of Common Stock underlying 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 $3.20 (the “Incentive Warrants”, all pursuant tothe terms and conditions set forth in the May 2021 Warrant Agreement. At the Closing (as defined in Section 2(b) of the May 2021 WarrantAgreement), the parties shall execute and deliver a registration rights agreement, (the “Registration Rights Agreement”),pursuant to which the Company will agree to register the shares of Common Stock underlying the Incentive Warrants.

Subjectto the terms of May 2021 Warrant Agreement, (i) the Investor shall pay to the Company an amount equal to the exercise price of the JanuaryWarrants in effect as of the date of such exercise multiplied by 2,870,000 shares (as adjusted for any share split or similar transactionafter the date hereof) (the “Exercised Warrant Shares”) and (ii) the Company shall issue and deliver Incentive Warrants tothe Investor to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of sharesshall be subject to adjustment, including the provision of Incentive Warrants on a one-for-one basis for the additional exercise of eachJanuary Warrant on or prior to June 1, 2021.

TheMay 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expenseand reimbursement obligations and termination provisions.

HudsonBay Financing – February 2021

OnFebruary 23, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering (the “Offering”)whereby pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company on February18, 2021 with one accredited investor (the “Investor”), the Company issued a Senior Convertible Note for the purchase priceof $10,000,000 (the “Note”) and five (5) year warrants (the “Warrant”) to purchase shares of the Company’scommon stock, par value $0.001 per share (“Common Stock”).

TheNote carries an interest rate of 6% per annum compounding monthly and matures on February 23, 2022. The Note contains a voluntary conversionmechanism whereby the Noteholder may convert at any time after the Issuance Date, in whole or in part, the outstanding principal andinterest under the Note into shares of the Common Stock at a conversion price of $4.847 per share (the “Conversion Shares”).The Note shall be a senior unsecured obligation of the Company and its subsidiaries. The Note contains customary events of default (eachan “Event of Default”). If an Event of Default occurs, interest under the Note will accrue at a rate of twelve percent (12%)per annum and the outstanding principal amount of the Note, plus accrued but unpaid interest, liquidated damages and other amounts owingwith respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completion of aChange of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portion of theNote in cash at a price in accordance with the terms of the Note.

Pursuantto the Purchase Agreement, the Investor received a Warrant in an amount equal to 900% of the shares of Common Stock initially issuableto the Investor pursuant to the conversion terms of the Investor’s Note. The Warrant contains an exercise price of $3.722 per share,subject to adjustments as provided under the terms of the Warrant. In connection with the closing of the Offering, the Warrant was exercisablefor an aggregate of 18,568,188 shares of Common Stock (the “Warrant Shares”).

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date  of the Purchase Agreement to register the Conversion Shares andWarrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the RegistrationStatement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 daysfollowing the Closing Date if the Registration Statement receives comments from the Commission.

PalladiumCapital Group, LLC. (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cashcompensation of $900,000 (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountableexpenses). The Placement Agent also received a Warrant granting the Holder the right to purchase 1,650,346 shares of the Company’scommon stock at an exercise price of $3.722 with an expiration date of February 23, 2026.

HudsonBay Financing – January 2021

OnJanuary 25, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering (the “Offering”)whereby pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company on January 21,2021 with Hudson Bay Master Fund, Ltd (the “Investor”), the Company issued a Senior Convertible Note for the purchase priceof $12,000,000 (the “Note”) and a five (5) year warrant (the “Warrant”) to purchase shares of the Company’scommon stock, par value $0.001 per share (“Common Stock”).

TheNote carries an interest rate of 6% per annum and matures on the 12-month anniversary of the Issuance Date (as defined in the Note).The Note contains a voluntary conversion mechanism whereby the Noteholder may convert at any time after the Issuance Date, in whole orin part, the outstanding balance of the Note into shares of the Common Stock at a conversion price of $2.00 per share (the “ConversionShares”). The Note shall be a senior obligation of the Company and its subsidiaries. The Note contains customary events of default(each an “Event of Default”). If an Event of Default occurs, interest under the Note will accrue at a rate of twelve percent(12%) per annum and the outstanding principal amount of the Note, plus accrued but unpaid interest, liquidated damages and other amountsowing with respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completionof a Change of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portionof the Note in cash at a price in accordance with the terms of the Note.

Pursuantto the Purchase Agreement, the Investor received a Warrant in an amount equal to 250% of the shares of Common Stock initially issuableto each Investor pursuant to the Investor’s Note. The Warrant contains an exercise price of $2.00 per share. In connection withthe closing of the Offering, the Warrant was issued to purchase an aggregate of 15,000,000 shares of Common Stock (the “WarrantShares”).

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “RegistrationStatement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commissionwithin 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the RegistrationStatement receives comments from the Commission.

PalladiumCapital Group, LLC (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cash compensationof $1,080,000 (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountableexpenses). The Placement Agent also received a Warrant dated January 25, 2021 granting the Holder the right to purchase 480,000 sharesof the Company’s common stock at an exercise price of $2.00 with an expiration date of January 25, 2026.

BHPCapital NY Inc. Financing – January 2021

OnJanuary 28, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering (the “Offering”)whereby pursuant to the Securities Purchase Agreement (the “SPA”) entered into by the Company on January 28, 2021 with BHPCapital NY Inc (the “Investor”), the Company issued 1,500,000 shares of restricted common stock and a five (5) year warrant(the “Warrant”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).

Pursuantto the SPA, the Investor received a Warrant in an amount equal to 100% of the shares of Common Stock issued to the Investor under theSPA. The Warrant contains an exercise price of $2.20 per share. In connection with the closing of the Offering, the Warrant was issuedto purchase an aggregate of 1,500,000 shares of Common Stock (the “Warrant Shares”).

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “RegistrationStatement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commissionwithin 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the RegistrationStatement receives comments from the Commission.

Agreementto Complete a Merger with Zash Global Media and Entertainment Corporation

OnJanuary 20, 2021, the Company, and its newly formed wholly owned subsidiary, Vinco Acquisition Corporation (the “Merger Sub”),entered into an Agreement to Complete a Plan of Merger (the “Agreement to Complete”) with ZASH Global Media and EntertainmentCorporation (“ZASH”).

TheAgreement contemplates a reverse triangular merger of Merger Sub with and into ZASH in a transaction intended to qualify as a tax-freereorganization under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Code. Under the terms of the Agreement to Complete, ZASH’s holdersof common stock, par value $0.001, shall receive shares of Common Stock of the Company in exchange for all issued and outstanding ZASHshares of common stock. ZASH will then become an indirect wholly-owned subsidiary of the Company. In connection with the foregoing, theCompany engaged a third-party valuation firm to perform a valuation of ZASH and to issue a Transaction Fairness Opinion. The valuationreport will be relied upon to set the resulting post-closing ownership ratio. Upon completion of the closing, ZASH will be the controllingentity.

Thecertificate of incorporation of the Company will be amended and restated at and as of the Effective Time, in substantial conformancewith the certificate of incorporation of ZASH immediately prior to the closing, and the name of the Company will be changed to “ZASHGlobal Media and Entertainment Corporation.” The bylaws of the Company will be amended and restated at and as of the Closing tobecome the equivalent of the bylaws of ZASH immediately prior to the closing. At the closing, certain officers and directors of the Companyand the Merger Sub immediately prior to the Effective Time shall resign and the officers and directors of ZASH immediately prior to theclosing will be appointed as officers and directors of the Company and the surviving corporation, in each case until their respectivesuccessors are duly elected or appointed and qualified; provided, however that the Company shall have the right to appoint two (2) personto serve as a member of the Board of Directors of the surviving corporation and ZASH shall have the right to appoint three (3) personsto serve as members of the Board of Directors of the surviving company.

OnMarch 30, 2021, the Company, Vinco Acquisition Corporation and ZASH entered into that certain First Amendment to Agreement to Completea Plan of Merger, which amends the Merger Agreement dated January 20, 2021 to extend the closing date of the merger to on or about May28, 2021.

On May 28, 2021, the Company, Vinco AcquisitionCorporation and ZASH Global Media and Entertainment Corporation (“ZASH”) entered into that certain Second Amendment to theAgreement (the “Second Amendment”) to define certain milestones with dates to be completed to consummate the closing of theLomotif Private Limited (“Lomotif”) acquisition and the ZASH merger; (i) the Company and ZASH intend to acquire Lomotif throughtheir joint venture, ZVV Media Partners, LLC (the “Joint Venture”); (ii) the Parties have completed an Amended and RestatedLimited Liability Company Agreement for the Joint Venture in preparation for the anticipated acquisition of Lomotif through the JointVenture; (iii) Gemini Valuation Services will complete and present an independent third-party valuation on ZASH on or before June 11,2021; (iv) sign the final Agreement and Plan of Merger and Reorganization on or before June 24, 2021; (v) issue a formal proxy to shareholdersfor the approval of the ZASH merger with the Company on or before July 15, 2021; and (vi) extend the closing date to August 31, 2021,but no later than the first business day following the satisfaction or waiver of all conditions to the obligations of the Parties toconsummate the transaction.

ContributionAgreement with Zash Global Media and Entertainment Corporation

OnJanuary 19, 2021, Vinco Ventures, Inc. (“Vinco Ventures”), ZVV Media Partners, LLC (the “Company”) and Zash GlobalMedia and Entertainment Corporation (“ZASH”) entered into a Contribution Agreement (the “Agreement”). Vinco Venturesand ZASH desire to establish the newly formed Company in order to engage in the development and production of consumer facing contentand related activities.

Underthe terms of the Agreement, Vinco Ventures and ZASH shall contribute certain assets (the “Contributed Assets”) to the Company.At Closing, Vinco Ventures and ZASH shall enter into a limited liability operating agreement of the Company and a content distributionagreement with American Syndication Media Corporation (“ASMC”). The Company shall not assume any liabilities of either VincoVentures or ZASH except those liabilities arising in or specifically relating to periods, events or occurrences happening with respectto the Contributed Assets on or after the Closing Date. In consideration of the Contributed Assets, the Company shall issue to VincoVentures and ZASH 5,000 Units. The transaction closed on January 19, 2021.

StockExchange Agreement for Sale of SRM Entertainment, LTD

OnNovember 30, 2020, the Company (the “Seller”) and its wholly owned subsidiary, SRM Entertainment, LTD (“SRM”)entered into a Stock Exchange Agreement (the “Exchange Agreement”) with Jupiter Wellness, Inc. (“Jupiter”)(the“Buyer”). Under the terms of the Exchange Agreement, the Buyer agreed to purchase all outstanding shares of common stock(the “Exchange Shares”) issued by SRM from the Seller. As consideration for the purchase of the Exchange Shares, the Buyeragreed to exchange 200,000 shares of its restricted common stock (the “Consideration Shares”), symbol JUPW as listed on NASDAQCapital Markets.

Uponclosing, Jupiter delivered 150,000 of the Consideration Shares and held 50,000 of the Consideration Shares in escrow (“Escrow Shares”).Jupiter shall release the Escrow Shares upon SRM generating $200,000 in cash receipts and revenue prior to January 15, 2021. As of thedate of the Registration Statement, the Company has received all Exchange Shares.

Asa performance based incentive, the Buyer shall pay to the Seller two percent (2%) of gross sales of Jupiter’s private label suncare products if such gross sales are in excess of twelve million dollars ($12,000,000) earned during the 2021 calendar year.

AtClosing, the Company (as “Stockholder”) and Jupiter entered into a Leak Out Agreement, whereby the Company was limited inthe sales of the Consideration Shares upon the following terms: (i) As such time as the Stockholder is able to resell the ConsiderationShares in accordance with the provisions of Rule 144 of the Securities Act (the “Expiration of the Holding Period”), theStockholder agrees to limit the resales of such Shares in the public market as follows:

EdisonNation Holdings, LLC Transaction

OnSeptember 4, 2018, the Company completed the acquisition of all of the voting membership interest of Edison Nation Holdings, LLC (“EN”)for a total purchase price of $11,776,696 comprised of (i) $700,000 in cash to Edison Nation ($550,000 of which was subsequently usedto purchase the membership interests of Access Innovation, LLC, which membership interests were then distributed to the Members), and$250,000 in cash used to pay off a portion of the indebtedness owed by EN to holders of certain senior convertible debt), (ii) the assumptionof the remaining balance of EN’s senior convertible debt through the issuance of new 4%, 5-year senior convertible notes (the “NewConvertible Notes”), in the aggregate principal and interest amount of $1,428,161 (which amount was previously disclosed in theCompany’s Current Report on Form 8-K filed with the SEC on September 6, 2018 as $1,436,159 due to final adjustments for principaland accrued interest), which are convertible into 285,632 shares of the Company’s common stock, at the option of the holder ofthe New Convertible Notes, (iii) the reservation of 990,000 shares of the Company’s common stock that may be issued in exchangefor the redemption of certain non-voting membership interests of EN, and (iv) the issuance of 557,084 shares of the Company’s commonstock in satisfaction of the indebtedness represented by promissory notes payable by EN with a total principal balance of $4,127,602.On August 19, 2020, the Company issued the 990,000 shares of common stock to the members of EN, resulting in the Company owning 100%of EN.

CloudB, Inc. Transaction

OnOctober 29, 2018, the Company entered into a Stock Purchase Agreement with a majority of the shareholders (the “Cloud B Sellers”)of Cloud B, Inc., a California corporation (“Cloud B”). Pursuant to the terms of such Stock Purchase Agreement, the Companypurchased 72.15% of the outstanding capital stock of Cloud B in exchange for 489,293 shares of restricted common stock of the Company.In addition, the Company entered into an Earn Out Agreement with the Cloud B Sellers, whereby, beginning in 2019, the Company will paythe Cloud B Sellers an annual amount equal to 8% multiplied by the incremental gross sales of Cloud B over its 2018 gross sales level.The Earn Out Agreement expires on December 31, 2021. CBAV1, LLC, a wholly-owned subsidiary of Edison Nation, Inc., owns the senior securedposition on the promissory note to Cloud B, Inc. in the amount of $2,270,000. In February 2019, CBAV1, LLC, pursuant to an Article 9foreclosure action, perfected its secured UCC interest in all the assets of Cloud B, Inc. to partially satisfy the outstanding balanceon the note and thereby making any payments of such Cloud B trade payables and notes unlikely in the future.

OnFebruary 17, 2020, the Company divested its Cloud B, Inc. subsidiary and entered into an Agreement for the Purchase and Sale of CloudB, Inc.(the “Purchase Agreement”), with Pearl 33 Holdings, LLC (the “Buyer”), pursuant to which the Buyer purchasedfrom the Company (and the Company sold and assigned) 80,065 shares of common stock of Cloud B (the “Cloud B Shares”) for$1.00, constituting a 72.15% ownership interest in Cloud B, based on 110,964 shares of Cloud B’s common stock outstanding as ofFebruary 17, 2020. In accordance with the agreement, all of the liabilities of Cloud B were assumed by Pearl 33.

OnFebruary 17, 2020, the Company entered into an indemnification agreement with Pearl 33 Holdings, LLC in connection with the divestitureof Cloud B, Inc., whereby pursuant to such agreement the Company is limited to the issuance of 150,000 shares of the Company’scommon stock to the Buyer for indemnification of claims against Cloud B Inc. Please see Note 3 — Acquisitions and Divestitureswithin the Company’s financial statements for the year ended December 31, 2020 for further information.

Letterof Intent for Sale of Assets of CBAV1, LLC

OnOctober 30, 2020, the Company received a letter of intent from a prospective purchaser dated October 22, 2020 setting forth the termsof an offer to purchase Cloud b assets from CBAV1, LLC (“CBAV1”), the Company’s wholly owned subsidiary (the “LOI”).The Cloud b assets include but are not limited to intellectual property, know how, brand names, trade names, patents, models, internetwebsites, domains, social network assets, production facilities, including the molds of all products, and inventory (“Cloud b Assets”).

Byway of background, the Cloud b Assets were pledged as collateral (“Collateral”) to secure a promissory note from East WestBank dated in or around May 25, 2011, along with amendments and modifications to the loan agreement (“Secured Note”). OnJune 4, 2018, CBAV1 acquired the Secured Note in accordance with the Cloud B Assignment of Loan and Security Agreement from East WestBank. On October 30, 2018, pursuant to the Stock Purchase Agreement, the Company became the beneficial owner of 72.16% of Cloud b, Inc.’sshares of common stock. CBAV1 provided Notification of Disposition of Collateral (pursuant to its notice of default dated August 7, 2018to Cloud b, Inc.) and scheduled a Public Sale of the Collateral to the highest qualified bidder for February 11, 2019 (“PublicSale”). CBAV1 submitted the highest bid for the Collateral at the Public Sale and inured to the benefit of the Cloud b Assets.On February 17, 2020, the Company entered into the Agreement for The Purchase and Sale of Common Stock of Cloud b, Inc. and pursuanttherewith, sold its ownership interest in Cloud b, Inc. to the buyer.

Toeffectuate the sale of the Cloud b assets to the prospective purchaser, the Company has determined that it is in the best interests ofthe company and its shareholders for CBAV1 and the prospective buyer to utilize the jurisdiction and protections of the bankruptcy courtto effectuate the sale of the Cloud b Assets free and clear of any obligations.

Thecurrent assets of CBAV1 were estimated to be in excess of $2,000,000 and the current liabilities were estimated to be less than $100,000.

Byutilizing the jurisdiction of the bankruptcy court, the Cloud b Assets can be transferred to the prospective purchaser free and clearof liens and obligations. Any unsecured creditors or minority shareholders of Cloud b, Inc. will have the opportunity to assert any claimsor actions within the sale proceeding under the jurisdiction of the bankruptcy court.

OnMarch 12, 2021, the bankruptcy court approved the sale of the CBAV1, LLC Assets to BTL Diffusion SARL, the winning bidder, at the auctionheld on March 10, 2021 and March 11, 2021 for a total sum of $3,000,000, which includes a cash payment at closing in the amount of $2,650,000,less certain closing costs and credits, and additional royalty payments in the amount of $150,000 on April 15, 2022 and in the amountof $200,000 on April 15, 2023 (“CBAV1-BTL Transaction”).

Adry closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April21, 2021 (“Final Closing”). Contemporaneously with the Final Closing, a certain license agreement between CBAV1 andEdison Nation, LLC (“Edison Nation”) terminated and any remaining operational assets of Edison Nation were transferredto BTL.

Impairment

Forthe year end December 31, 2019, the Company recorded an impairment charge of $4,443,000 related to our annual impairment assessment.The impairment was a result of decreased profitability as compared to anticipated profitability in our businesses acquired in 2018. TheCompany utilized the simplified test for goodwill impairment. The amount recognized for impairment is equal to the difference betweenthe carrying value and the asset’s fair value. The valuation methods used in the quantitative fair value assessment was a discountedcash flow method and required management to make certain assumptions and estimates regarding certain industry trends and future profitabilityof our reporting units.

Non-EmployeeDirector Compensation

OnSeptember 26, 2018, the Compensation Committee of the board of directors approved the terms of compensation to be paid to non-employeedirectors for fiscal year 2018. Compensation for non-employee directors includes an annual retainer of $15,000, an annual committee meetingfee 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 theCompany’s common stock (the “Options”). The restricted stock underlying such Options were to vest one year after thegrant date. However, the Options were never granted.

Accordingly,on November 15, 2019, in lieu of granting the Options, the Company granted the board of directors restricted stock units of 20,000 shareswhich vested immediately. In addition, on November 15, 2019, the Company granted each non-employee director restricted stock units of30,000 shares, which vested on January 1, 2020.

FirstFireSecurities Purchase Agreement

OnMarch 6, 2019, the Company entered into a securities purchase agreement (the “FirstFire SPA”) with an accredited investor(the “Investor”) pursuant to which the Investor purchased a 2% unsecured, senior convertible promissory note (the “FirstFireNote”) from the Company. The Company issued 15,000 shares of its common stock to the Investor as additional consideration for thepurchase of the FirstFire Note. Under the terms of the FirstFire SPA, the Investor had piggyback registration rights in the event theCompany files a Form S-1 or Form S-3 within six months from March 6, 2019, as well as a pro rata right of first refusal in respect ofparticipation in any debt or equity financings undertaken by the Company during the 18 months following March 6, 2019. The Company wasalso subject to certain customary negative covenants under the FirstFire SPA, including but not limited to, the requirement to maintainits corporate existence and assets subject to certain exceptions, and to not to make any offers or sales of any security under circumstancesthat would have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable in any materialrespect than those rights and benefits established in favor of the Investor under the terms of the FirstFire SPA and the FirstFire Note.The maturity date of the Note was six months from March 6, 2019. All principal amounts and the interest thereon were convertible intoshares common stock only in the event that an Event of Default occurred (as such term was defined in the FirstFire Note).

OnJune 17, 2019, the Company entered into that certain Settlement and Release Agreement with the Investor (the “Settlement Agreement”)whereby the Company and the Investor agreed to terminate the FirstFire SPA, FirstFire Note, and all other documents entered into in connectiontherewith. Pursuant to the terms of the Settlement Agreement, the Company paid $566,000 and issued 15,000 shares of restricted commonstock to the Investor (the “Settlement Amount”). Upon receipt of the Settlement Amount, the Investor and the Company haveagreed to terminate the FirstFire SPA, FirstFire Note, and all other documents entered into in connection therewith, and to release,waive, and forever discharge the other party from, including, but not limited to, any claim, right, or legal action, whether past, current,or future, which may arise directly or indirectly out of such documents.

TiburonLoan Agreement

OnJune 14, 2019, the Company entered into that certain Loan Agreement (the “Loan Agreement”) with Tiburon Opportunity Fund(the “Lender”), dated June 14, 2019 (the “Loan”). Pursuant to the terms of the Loan Agreement, the Lender agreedto loan the Company $250,000. The Loan bore interest at the rate of 1.5% per month through the term of the Loan. Additionally, the LoanAgreement provided that the Company would pay the Lender the entire unpaid principal and all accrued interest upon thirty days’notice to the Company, but in any event, the notice shall not be sooner than August 11, 2019. The Loan proceeds were used to fund generalworking capital needs of the Company. If the Company defaulted on the performance of any obligation under the Loan Agreement, the Lenderwould have declared the principal amount of the Loan owing under the Loan Agreement at the time of default to be immediately due andpayable. Furthermore, the Loan Agreement granted the Lender a collateral interest in certain accounts receivable of SRM EntertainmentLtd. (“SRM”), a subsidiary of the Company. The outstanding principal and interest on the note were repaid on December 27,2019.

OnJanuary 2, 2020, the Company entered into that certain Loan Agreement (the “Second Loan Agreement”) with Tiburon OpportunityFund (the “Lender”), dated January 2, 2020 (the “Second Loan”). Pursuant to the terms of the Second Loan Agreement,the Lender agreed to loan the Company $400,000. The Second Loan bears interest at the rate of 1.5% per month through the term of theSecond Loan. Additionally, the Second Loan Agreement provides that the Company shall pay the Lender the entire unpaid principal and allaccrued interest upon thirty days’ notice to the Company, but in any event, the notice shall not be sooner than June 1, 2020. TheSecond Loan proceeds are being used to fund general working capital needs of the Company. If the Company defaults on the performanceof any obligation under the Second Loan Agreement, the Lender may declare the principal amount of the Second Loan owing under the SecondLoan Agreement at the time of default to be immediately due and payable. Furthermore, the Second Loan Agreement grants the Lender a collateralinterest in certain accounts receivable of SRM. On April 24, 2020, the Company and Lender entered into a Debt Conversion Agreement wherebythe Lender was given the right and elected to exercise that right to convert principal and interest of $424,000 of funds loaned to theCompany into shares of the Company’s common stock. The fair value of the Company’s common stock was $2.08 on the date ofconversion and the conversion price was $2.00 per share for a total of 212,000 shares of restricted common stock issued by the Company.

LabrysSecurities Purchase Agreement

OnAugust 26, 2019, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”)pursuant to which Labrys purchased a 12% Convertible Promissory Note (the “Labrys Note”) from the Company. Unless there isa specific Event of Default (as such term is defined in the Labrys Note) or the Labrys Note remains unpaid by the Maturity Date, thenLabrys shall not have the ability to convert the principal and interest under the Labrys Notes into shares of common stock. The per shareconversion price into which the principal amount and interest under the Labrys Note may be converted is equal to the lesser of (i) 80%multiplied by the lowest Trade Price (as such term is defined in the Labrys Note) of our common stock during the 20 consecutive tradingdays ending on the latest complete trading day prior to the date of issuance of the Labrys Note, and (ii) 80% multiplied by the lowestMarket Price (as such term is defined in the Labrys Note) of our common stock during the 20 trading day period ending on the latest completetrading day prior to the Conversion Date (as such term is defined in the Labrys Note).

Pursuantto the Labrys SPA, the Company agreed to issue and sell to Labrys the Note, in the principal amount of $560,000, with an original issuediscount in the amount of $60,000. The Labrys Note is due and payable February 26, 2020 (the “Maturity Date”). Additionally,the Company issued 181,005 shares of common stock to Labrys as a commitment fee, of which 153,005 shares of common stock must be returnedto the Company in the event the Labrys Note is fully paid and satisfied prior to the Maturity Date. The proceeds from the Labrys Notewere used for general working capital and to fund new product launches.

TheCompany is also subject to certain customary negative covenants under the Labrys SPA, including but not limited to, the requirement tomaintain its corporate existence and assets subject to certain exceptions, and to not to make any offers or sales of any security undercircumstances that would have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable inany material respect than those rights and benefits established in favor of the Investor under the terms of the Labrys SPA and the LabrysNotes. The Company agreed at all times to have authorized and reserved two times the number of shares of common stock that are issuableupon full conversion of the Labrys Note. Initially, the Company instructed its transfer agent to reserve 700,000 shares of common stockin the name of Labrys for issuance upon conversion.

OnJanuary 24, 2020, the Company repaid the Labrys Note in full. Upon repayment of the Labrys Note, Labrys returned to the Company for cancellationthe 153,005 shares of Common Stock that had been originally issued to as a portion of the commitment fee paid in connection with theLabrys Note and allowed the Company to cancel the reservation of the 875,000 shares of Common Stock that had been reserved pursuant tothe Labrys SPA and Labrys Note. 

32EFinancing

OnDecember 4, 2019, the Company agreed to issue and sell to 32 Entertainment LLC (“32E”) a 10% Senior Secured Note (the “32ENote”), in the principal amount of $250,000. The maturity date of the 32E Note is December 4, 2020. In addition, the Company issuedto 32E 10,000 shares of common stock as an inducement to 32E to purchase the 32E Note. The $250,000 of proceeds from the 32E Note wasused for general working capital needs of the Company and the repayment of debt related to Horberg Enterprises.

Pursuantto the terms of the 32E Note, on December 4, 2019, the Company also issued 32E a Common Stock Purchase Warrant (the “32E Warrant”)to purchase 50,000 shares of common stock at an exercise price of $1.50 per share. The 32E Warrant expires on December 4, 2024. The 32EWarrant contains price protection provisions, as well as a provision allowing 32E to purchase the number of shares that 32E could haveacquired if it held the number of shares of common stock acquirable upon complete exercise of the 32E Warrant, in the event that theCompany grants, issues or sells common stock, common stock equivalents, rights to purchase common stock, warrants, securities or otherproperty pro rate to holders of any class of the Company’s securities. If there is no effective registration statement registeringthe resale of the shares of common stock underlying the 32E Warrant, then the 32E Warrant may be exercised cashlessly, based on a cashlessexercise formula. The 32E Warrant also contains a conversion limitation provision, which prohibits 32E from exercising the 32E Warrantin an amount that would result in the beneficial ownership of greater than 4.9% of the total issued and outstanding shares of commonstock, provided that (i) such exercise limitation may be waived by 32E with 61 days prior notice, and (ii) 32E cannot waive the exerciselimitation if conversion of the 32E Warrant would result in 32E having beneficial ownership of greater than 9.9% of the total issuedand outstanding shares of common stock.

Inconnection with the sale of the 32E Note, also on December 4, 2019, the Company entered into a registration rights agreement wherebythe Company agreed to register the 10,000 shares of common stock issued to 32E as an inducement on a registration statement on Form S-1with the SEC. The Company was required to have such registration statement declared effective by the SEC within 90 calendar days (or180 calendar days in the event of a “full review” by the SEC) following the earlier of 30 days from December 4, 2019 or thefiling date of the registration statement on Form S-1, which such registration statement has not been filed or timely declared effective.If the registration statement is not filed or declared effective within the timeframe set forth in the registration rights agreement,the Company was supposed to be obligated to pay to 32E a monthly amount equal to 1% of the total subscription amount paid by 32E untilsuch failure is cured. The Company has not made any such payment 32E. The registration rights agreement also contains mutual indemnificationsby the Company and each investor, which the Company believes are customary for transactions of this type.

OnMay 19, 2020, the Company entered into an Amendment (the “Amendment”) to the 32E Note. Under the terms of the Amendment,the Company issued to 32E an Amended Subordinate Secured Note (the “Replacement Note”) in the principal amount of $200,000that accrues interest at 16% annually and matures on May 21, 2021. On May 28, 2020, the Company paid $50,000 toward the principal plusinterest in the amount of $6,250 for a total of $56,250. 32E shall also receive 40,000 restricted stock units and surrender the warrantissued to it in the December 4, 2019 financing transaction. The Company accounted for the Amendment as a modification.

PIPEFinancing

OnOctober 2, 2019, the Company entered into a Share Purchase Agreement (the “PIPE Purchase Agreement”) with certain accreditedinvestors for the private placement of 1,050,000 shares of the Company’s common stock at a purchase price of $2.00 per share (the“PIPE Financing”). In a series of four closings, the Company sold a total of 1,175,000 shares of common stock at a purchaseprice of $2.00 per share (the “PIPE Shares”), for an aggregate amount sold in the PIPE Financing of $2,350,000. The PIPEPurchase Agreement contains certain closing conditions relating to the sale of securities, representations and warranties by the Companyand the applicable investors, as well as covenants of the Company and the investors (including indemnifications from the Company in theevent of breaches of its representations and warranties), all of which the Company believes are customary for transactions of this typeof transaction. The PIPE Purchase Agreement contains a prohibition on equity sales by the Company, which prohibition was violated bythe Greentree Financing (defined below). As of August 27, 2020, none of the investors in the PIPE Financing have taken adverse actionas a result of such prohibition.

Inconnection with the sale, the Company entered into a registration rights agreement whereby the Company agreed to register all PIPE Sharesand file this registration statement on a Form S-1 with the SEC. The Company was required to have such registration statement declaredeffective by the SEC within 90 calendar days (or 120 calendar days in the event of a “full review” by the SEC) followingthe applicable closing date of the PIPE Financing, which such registration statement has not been timely declared effective. If the registrationstatement is not filed or declared effective within the timeframe set forth in the registration rights agreement, the Company was supposedto be obligated to pay the investors in the PIPE Financing an amount equal to 1% of the total purchase price of the common stock permonth (up to a maximum of 8% in the aggregate) until such failure is cured. The Company has not made any such payment to the investorsin the PIPE Financing. As of August 27, 2020, none of the investors in the PIPE Financing, have taken adverse action as a result of thisdelay. The registration rights agreement also contains mutual indemnifications by the Company and each investor, which the Company believesare customary for transactions of this type.

Furthermore,the Company issued warrants to the placement agent in the PIPE Financing of a value equal to six percent (6%) of the aggregate numberof PIPE Shares, whereby the exercise price is 125% of the price at which the shares were issued in such offering. For additional informationregarding the PIPE Financing, see “Private Placement of Securities” on page 34.

Acquisitionof HMNRTH, LLC Assets

OnMarch 11, 2020, the Company and its wholly owned subsidiary, Scalematix, LLC (together the “Buyer”), entered into an AssetPurchase Agreement (the “Agreement”) with HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”)(together Seller and Owner the “Selling Parties”) for the purchase of certain assets in the health wellness industry andrelated consumer products industry. Under the terms of the Agreement, Buyer is to remit $70,850 via wire transfer at Closing and shallissue to a representative of the Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restrictedcommon stock. The shares were issued on March 16, 2020 and valued at $477,500.

Inaddition, the Selling Parties shall have the right to additional earn out compensation based upon the following metrics: (i) at suchtime as the purchased assets achieve cumulative revenue of $2,500,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand(125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative revenue of $5,000,000, the SellingParties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock. The transaction closed on March 11, 2020.

GlobalClean Solutions Agreement and Plan of Share Exchange

OnMay 20, 2020 (the “Effective Date”), Edison Nation, Inc. (the “Company”) entered into an Agreement and Plan ofShare Exchange (the “Share Exchange Agreement”) with PPE Brickell Supplies, LLC, a Florida limited liability company (“PPE”),and Graphene Holdings, LLC, a Wyoming limited liability company (“Graphene”, and together with PPE, the “Sellers”),whereby the Company purchased 25 membership units of Global Clean Supplies, LLC, a Nevada limited liability company (“Global”)from each of PPE and Graphene, for a total of fifty (50) units, representing fifty percent (50%) of the issued and outstanding unitsof Global (the “Purchase Units”). The Company issued 250,000 shares of its restricted common stock, $0.001 par value pershare (the “Common Stock”) to PPE, and 50,000 shares of Common Stock to Graphene, in consideration for the Purchase Units.

Pursuantto the terms of the Share Exchange Agreement, the Sellers may earn additional shares of Common Stock upon Global realizing the followingrevenue targets: (i) In the event that Global’s total orders equal or exceed $1,000,000, Graphene shall receive 200,000 sharesof Common Stock; (ii) In the event that Global’s total orders equal or exceed $10,000,000, PPE shall receive 100,000 shares ofrestricted Common Stock; and (iii) In the event that Global’s total orders equal or exceed $25,000,000, Graphene shall receive125,000 shares of restricted Common Stock. Additionally, the Company shall be entitled to appoint two managers to the Board of Managersof Global.

AmendedLimited Liability Company Agreement

Onthe Effective Date, the Company entered into an Amended Limited Liability Company Agreement of Global (the “Amended LLC Agreement”).The Amended LLC Agreement amends the original Limited Liability Company Agreement of Global, dated May 13, 2020. The Amended LLC Agreementdefines the operating rules of Global and the ownership percentage of each member: Edison Nation, Inc. 50%, PPE 25% and Graphene 25%.

SecuredLine of Credit Agreement

Onthe Effective Date, the Company (as “Guarantor”) entered into a Secured Line of Credit Agreement (the “Credit Agreement”)with Global and PPE. Under the terms of the Credit Agreement, PPE is to make available to Global a revolving credit loan in a principalaggregate amount at any one time not to exceed $2,500,000. Upon each drawdown of funds against the credit line, Global shall issue aPromissory Note (the “Note”) to PPE. The Note shall accrue interest at 3% per annum and have a maturity date of six (6) months.In the event of a default, any and all amounts due to PPE by Global, including principal and accrued but unpaid interest, shall increaseby forty (40%) percent and the interest shall increase to five (5%) percent (the “Default Interest”).

SecurityAgreement

Onthe Effective Date, the Company (as “Guarantor”) entered into a Security Agreement (the “Security Agreement”)with Global (as “Borrower”) and PPE (as “Secured Party”), whereby the Company placed 1,800,000 shares of CommonStock (the “Reserve Shares”) in reserve with its transfer agent in the event of default under the Credit Agreement. In theevent of a default that is not cured by the defined cure period, the PPE may liquidate the Reserve Shares until the Global’s principal,interest and associated expenses are recovered. The number of Reserve Shares may be increased through the issuance of True-Up sharesin the event the original number of Reserve Shares is insufficient.

Acquisitionof TBD Safety, LLC

OnSeptember 29, 2020, the Company (as “Purchaser”) entered into a Purchase and Sale Agreement (the “Agreement”)with Graphene Holdings, LLC, Mercury FundingCo, LLC, Ventus Capital, LLC and Jetco Holdings, LLC (together the “Sellers”)to acquire all outstanding Membership Units (the “Units”) of TBD Safety, LLC (“TBD”). Collectively, the Sellersown all outstanding Units of TBD. Under the terms of the Agreement, the Company is to issue a total of Two Million Two Hundred Ten ThousandThree Hundred Eighty-Two (2,210,382) shares of the Company’s common stock and a total of Seven Hundred Sixty-Four Thousand SixHundred Eighteen (764,618) shares of a newly designated Preferred Stock (the “Preferred”). In addition, the Company and Sellersshall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Sellers obligatingthe Company to register such Common Stock and shares of Common Stock to be issued upon conversion of the Preferred within 120 days afterthe Closing. The Sellers shall have an Earn Out Consideration - At such time as the Assets purchased in the Agreement achieve cumulativerevenue of $10,000,000, the Sellers shall earn a total of One Hundred Twenty-Five Thousand (125,000) shares of Common Stock. The Closingof the transaction occurred on October 16, 2020.

HoneyBadger Media Purchase and Licensing Agreement

OnNovember 10, 2020, the Company, through its wholly owned subsidiary, Honey Badger Media, LLC, entered into a series of transactions withHoney Badger Media, LLC, a Delaware limited liability company:

OnNovember 10, 2020, under the terms of the Asset Purchase Agreement (the “Agreement”), the Company (the “Buyer”)agreed to purchase from Honey Badger Media, LLC (the “Seller”) all of the Seller’s rights, title and interest in andto the Internet Websites, Domain Names, and all of the respective content (the “Domains”), and any other rights associatedwith the domains, including, without limitation, any intellectual property rights, all related Domains, logos, customer lists and agreements,email lists, passwords, usernames and trade names; and all of the related social media accounts including but not limited to, Instagram,Twitter, Facebook, Instagram, and Pinterest at closing (collectively the “Purchased Assets”). In consideration forthe sale of the Purchased Assets, the Buyer agreed to pay the Seller the amount of Three Hundred Thousand Dollars (US $300,000).

OnNovember 10, 2020, under the terms of the Platform License Agreement (the “License Agreement”), Honey Badger Media, LLC (the“Licensor”) granted the Company (the “Licensee”) a perpetual, exclusive, worldwide license (the “License”)to implement and commercialize the assets connected with the Platform, including, but not limited to, the right to use all of Licensor’sintellectual property rights comprising the Platform, owned by or licensed to Licensor that are utilized as part of the Platform (“LicensedRelated Assets”). In consideration for the License, the Licensee agreed to payto the Licensor a fee equal to thirty percent (30%) of the Net Profits generated from Licensee’s clients through the Platform andLicensed Related Assets and the Licensee’s parent company agreed to issue the Licensor 750,000 shares of common stock.

EdisonNation Medical Operations

EdisonNation Holdings, LLC formed Edison Nation Medical (“EN Medical”) in May of 2012. It was a partnership between Edison Nationand Carolinas Healthcare Systems (now called Atrium). Atrium is the 2nd largest healthcare system in the US. Carolina Health (Atrium)wanted a way to aggregate and commercialize the healthcare related innovations that were coming from their physicians, nurses, and patients,and Edison Nation offered a platform to provide that function.

ENMedical built out a separate platform, leveraging the Edison Nation model to look for ideas that improved patient care and lowered costs.Over the past three years, EN Medical collected some great ideas, but the market shifted and EN found that the licensing model was verydifficult as big medical device companies wanted to acquire companies with sales versus just buying IP and prototypes. In 2019, certainless complex devices such as Ezy Dose were licensed to third parties by the Company. Additionally, EN Medical has continued to exploreopportunities in the health and wellness space for products that do not require FDA approval. Examples of product lines in the healthwellness space that are currently being evaluated include an organic skin care line, essential oils, supplements for breast feeding,and an all-natural nutritional supplement.

Basedupon the emergence of COVID 19 and the increased demand for certain medical supplies, hand sanitizers and personal protective equipment,Edison Nation made the strategic decision to have EN Medical develop an online portal granting hospitals, government agencies and distributorsaccess to its catalog of medical supplies and hand sanitizers. EN Medical’s website is located at www.edisonnationmedical.com. Forpurposes of this business description, the activities of EN Medical are inclusive of Global Clean Solutions (“Global”) aswell.

ENMedical is focused primarily on its proprietary brand of hand sanitizer, Purple Mountain Clean, that is being produced and sold by theoperating subsidiary, Global. The Purple Mountain Clean Brand is 100% USA Made and is offered in both gel and liquid formulas. The PurpleMountain Clean sanitizer is produced with 70% Ethyl Alcohol and is FDA certified. EN Medical offers a variety of sizes and pumps forPurple Mountain Clean and recently initiated the production of sanitizer stands that can be customized with a customer’s logo orother promotional artwork. The launching of our EN Medical’s brand of sanitizer did delay certain shipments for the second quarterin 2020 as EN Medical needed to develop EN Medical’s specific formulas and packaging for Purple Mountain Clean.

Asa secondary focus, EN Medical offers medical supplies and personal protective equipment to government agencies, counties, municipalitiesand business customers, Since March 2020, EN Medical has established a network of more than thirty suppliers located both domesticallyand abroad. EN Medical primarily utilizes approximately six core suppliers and has flexibility with its terms based on the specific termsand conditions of the respective purchase orders for the respective end customers. The product lines that have received the highest amountof interest from customers include but are not limited to face coverings, gloves, medical grade gowns, and wipes.

Thecompetitive landscape for sanitizer and personal protective equipment is frequently changing. Recently the FDA announced the recall ofnumerous hand sanitizer brands. Additionally, many suppliers of personal protective equipment have failed to complete deliveries andfailed to meet order specifications for the specific products. EN Medical has benefited from successfully fulfilling orders for governmentagencies and large business customers that have provided referrals on behalf of EN Medical which has assisted the Company in winningother business opportunities. Due to the high demand for items related to the pandemic, pricing of products can change relatively quicklyand customer expectations for delivery times are often aggressive. EN Medical works diligently with its core suppliers to meet thesechallenges and satisfy all customer requirements in a timely fashion.

ENMedical verifies all FDA certificates of the Company’s suppliers and all compliance documents for our manufacturers and importers.For certain product lines, EN Medical may consider applying for its own FDA certifications, and the Company closely monitors the updateswith respect to the regulation of personal protective equipment and hand sanitizers.

OtherFinancing Notes

OnJanuary 10, 2020, the Company entered into a 5% Promissory Note Agreement with Equity Trust Company on behalf of Rawleigh Ralls (“Ralls”)(“RallsFinancing”) for an aggregate principal amount of $267,000 (the “Ralls Note”), pursuant to which Ralls purchased theRalls Note from the Company for $250,000 and an original issue discount of $17,000, and the Company issued to Ralls a warrant (the “RallsWarrant”) to purchase 125,000 shares of the Company’s common stock valued at $86,725 estimated using the Black-Scholes option-valuationmodel. The proceeds from the Ralls Note will be used for general working capital needs of the Company. The Company will also issue 33,000incentive shares to Ralls valued at $79,860 based on the closing stock price on January 10, 2020. The fair value of the warrants andincentive shares have been recorded as debt discount. The maturity date of the Ralls Note is July 10, 2020. On July 14, 2020, the Companyentered into an Amendment to Note Agreement and Common Stock Purchase Warrant (the “Amendment”) with Equity Trust Company,a Custodian FBO: Rawleigh H. Ralls IRA. Under the terms of the Amendment, the parties amended the terms of the January 10, 2020 NoteAgreement (the “Agreement”) and Common Stock Purchase Warrant (the “Warrant”) such that; (i) the maturity dateof the Agreement was extended to January 10, 2021, (ii) the Original Issuer Discount (“OID”) shall be increased to $34,000,(iii) the Lender shall be issued 33,000 Additional Incentive Shares and (iv) the Company shall prepare and file with the United StatesSecurities and Exchange Commission a registration statement on Form S-1 within 30 days of the Effective Date of the Amendment, that registersa total of 191,000 shares of Common Stock, which such amount of shares is the sum of 125,000 Warrant Shares, the 33,000 Incentive Shares,and 33,000 Additional Incentive Shares. On July 14, 2020, the Company issued the 33,000 Additional Incentive Shares valued at $124,740.On October 12, 2020, Ralls fully exercised the Ralls Warrant. The Company paid all outstanding principal and interest in January 2021.As of the date of this filing, the Ralls Note is paid in full.

OnJanuary 15, 2020, the Company entered into a 5% Promissory Note Agreement with Paul J. Solit & Julie B. Solit (“Solits”)(“SolitFinancing”) for an aggregate principal amount of $107,000 (the “Solit Note”), pursuant to which the Solits purchasedthe Solit Note from the Company for $100,000 and an original issue discount of $7,000, and the Company issued to the Solits a warrant(the “Solit Warrant”) to purchase 50,000 shares of the Company’s common stock valued at $31,755 estimated using theBlack-Scholes option-valuation model. The proceeds from the Solit Note will be used for general working capital needs of the Company.The Company will also issue 13,000 incentive shares to the Solits valued at $30,420 based on the closing stock price on January 15, 2020.The fair value of the warrants and incentive shares have been recorded as debt discount. The maturity date of the Solit Note is July15, 2020. On July 14, 2020, the Company entered into an Amendment to Note Agreement and Common Stock Purchase Warrant (the “Amendment”)with Paul J. Solit and Julie B. Solit. Under the terms of the Amendment, the parties amended the terms of the January 15, 2020 Note Agreement(the “Agreement”) and Common Stock Purchase Warrant (the “Warrant”) such that; (i) the maturity date of the Agreementwas extended to December 15, 2020, (ii) the Original Issuer Discount (“OID”) shall be increased to $14,000 and (iii) theLender shall be issued 13,000 Additional Incentive Shares. On July 14, 2020, the Company issued the 13,000 Additional Incentive Sharesvalued at $49,140. The Company made a payment of $25,000 in December 2020 towards the outstanding principal, with the balance of allremaining principal and interest paid in January 2021. As of the date of this filing, this Solit Note is paid in full. On January 22,2021, the Solits fully exercised the Solit Warrant.

OnJanuary 17, 2020, the Company entered into a 5% Promissory Note Agreement with Richard O’Leary (“O’Leary”)(“O’LearyFinancing”) for an aggregate principal amount of $53,500 (the “O’Leary Note”), pursuant to which O’Learypurchased the O’Leary Note from the Company for $50,000 and an original issue discount of $3,500, and the Company issued to O’Learya warrant (the “O’Leary Warrant”) to purchase 25,000 shares of the Company’s common stock valued at $16,797 estimatedusing the Black-Scholes option-valuation model. The proceeds from the O’Leary Note will be used for general working capital needsof the Company. The Company will also issue 6,500 incentive shares to O’Leary valued at $15,535 based on the closing stock priceon January 17, 2020. The fair value of the warrants and incentive shares have been recorded as debt discount. The maturity date of theO’Leary Note is July 17, 2020. On July 14, 2020, the Company entered into an Amendment to Note Agreement and Common Stock PurchaseWarrant (the “Amendment”) with Richard O’Leary. Under the terms of the Amendment, the parties amended the terms ofthe January 17, 2020 Note Agreement (the “Agreement”) and Common Stock Purchase Warrant (the “Warrant”) suchthat; (i) the maturity date of the Agreement was extended to January 17, 2021, (ii) the Original Issuer Discount (“OID”)shall be increased to $7,000, (iii) the Lender shall be issued 6,500 Additional Incentive Shares and (iv) the expiration date of theWarrant shall be extended to June 30, 2021. On July 14, 2020, the Company issued the 6,500 Additional Incentive Shares valued at $24,570.The Company paid all outstanding principal and interest in January 2021. As of the date of this filing, this O’Leary Note is paidin full.

OnApril 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with BHP Capital NY Inc. (the “Investor”)wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $168,000 ($18,000 OID).The $150,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is dueon October 7, 2020 and has a one-time interest charge of 2%. In addition, the Company is to issue the Investor 10,700 shares of CommonStock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. The Investor shall havethe right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owedpursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share.

OnApril 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jefferson Street Capital,LLC (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in theamount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes The Note hasa term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition, the Company is to issue theInvestor 10,700 shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April9, 2020. The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest,fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion priceequal to $2.05 per share. On October 7, 2020, the Company and Investor entered into a Forbearance Agreement (the “Forbearance Agreement”).Under the terms of the Forbearance Agreement, the Company requested and the Investor agreed to temporarily forebear, until the earlierof (i) December 9, 2020 or (ii) at such time as a default shall occur under and pursuant to the Purchase Agreement, the Note or the Agreement,from exercising its right to convert amounts due under the Note into Common Stock of the Company, in exchange for a one time cash paymentforbearance fee equal to $12,500 paid upon execution of the Agreement. On December 23, 2020, the Investor submitted a Notice of Conversionfor $45,000 in principal and $750 in fees. On December 29, 2020, the Company issued 41,730 shares to satisfy the conversion obligation.On January 15, 2021, the Investor submitted a Notice of Conversion for $26,766 in principal and $750 in fees. On January 20, 2021, theCompany issued 27,415 shares to satisfy the conversion obligation. As of the date of this filing, the Note is paid in full.

OnJuly 29, 2020, the Company issued Jefferson Street Capital, LLC (the “Investor”) a Convertible Promissory Note (the “Note”)in the amount of $224,000 ($24,000 OID) under the terms of the April 7, 2020 Securities Purchase Agreement entered into by the parties.The $200,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is dueon January 29, 2021 and has a one-time interest charge of 2%. In addition, the Company issued the Investor 14,266 shares of Common Stock(the “Origination Shares”) as an origination fee. The transaction closed on July 31, 2020. With regard to conversion of theNote, the Investor shall not have the right to convert the Note into shares prior to 180 calendar days from the Issue Date. Providedthat the Note remains unpaid, the Investor may elect to convert all or any part of the outstanding and unpaid principal, interest, fees,or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equalto $2.05 per share after 180 calendar Days from the Issue Date. On January 28, 2021, the Company paid all outstanding principal and interestin the amount of $260,233. As of the date of this filing, the Note is paid in full.

PaycheckProtection Program

OnApril 15, 2020, Edison Nation, Inc. (the “Company”) enteredinto a loan agreement (“PPP Loan”) with First Choice Bank under the Paycheck Protection Program (the “PPP”),which is part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by theUnited States Small Business Administration (“SBA”). The Company received proceeds of $789,852 from the PPP Loan. In accordancewith the requirements of the PPP, the Company intends to use proceeds from the PPP Loan primarily for payroll costs, rent and utilities.The PPP Loan has a 1.00% interest rate per annum and matures on April 15, 2022 and is subject to the terms and conditions applicableto loans administered by the SBA under the PPP. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they areused for qualifying expenses as described in the CARES Act. On May 4, 2021, the Company’s PPP loan was forgiven.

On May 4, 2020, TBD Safety,LLC, the Company’s wholly owned subsidiary, entered into a loan agreement (“PPP Loan”) with First Home Bank under thePaycheck Protection Program (the “PPP”), which is part of the recently enacted Coronavirus Aid, Relief, and Economic SecurityAct (“CARES Act”) administered by the United States Small Business Administration (“SBA”). The Company receivedproceeds of $62,500 from the PPP Loan. In accordance with the requirements of the PPP, the Company intends to use proceeds from the PPPLoan primarily for payroll costs, subject to thresholds, rent and utilities. The PPP Loan has a 1.00% interest rate per annum and matureson May 4, 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the termsof the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. ThePPP Loan is included in notes payable on the consolidated balance sheet. On April 16, 2021, the TBD Safety PPP loan was forgiven.

GreentreeFinancing

OnJanuary 23, 2020, the Company entered into a financing transaction (the “Greentree Financing”) by executing a loan agreement(the “Greentree Loan Agreement”) with Greentree Financial Group, Inc. (“Greentree”), pursuant to which Greentreepurchased a $1,100,000 10% Convertible Promissory Note (the “Greentree Note”) from the Company, and the Company issued toGreentree a warrant (the “Greentree Warrant”) to purchase 550,000 shares of the Company’s common stock. The $1,100,000in proceeds from the Greentree Note will be used for general working capital needs of the Company and for the repayment of debt. On January24, 2020, the Company used $588,366 of the proceeds from the Greentree Note to pay off in full the Labrys Note.

OnJanuary 29, 2020, the Company and the Greentree entered into an Amendment Agreement, amending the Greentree Loan Agreement, the GreentreeNote, and the Greentree Warrant to: (i) correct the effective date set forth in the Greentree Loan Agreement, Greentree Note, and GreentreeWarrant to January 23, 2020, (ii) clarify the terms of the registration right provision in the Greentree Loan Agreement, and (iii) toensure that the total number of shares of common stock issued pursuant to the Greentree Loan Agreement, the Greentree Note, and/or theGreentree Warrant, each as amended, does not exceed 17.99% of the Company’s issued and outstanding common stock as of January 23,2020. The Amendment Agreement also contains a liquated damages provision which requires the Company to pay Greentree an amount in cashequal to $2.50 per share for any amount of shares that Greentree would have received pursuant to the Greentree Loan Agreement, the GreentreeNote, and/or the Greentree Warrant, but does not so receive such shares as a result of the 17.99% cap described above.

GreentreeLoan Agreement

Uponexecution of the Greentree Loan Agreement, the Company issued to Greentree 100,000 shares of common stock (the “Greentree OriginationShares”) as an origination fee, plus an additional 60,000 shares of common stock as consideration for advisory services.

Pursuantto the Greentree Loan Agreement, the Company agreed to pay certain costs of Greentree, including $15,000 for Greentree’s legalfees and transfer agent fees resulting from conversion of the Note. The Greentree Loan Agreement also contains representations and warrantiesby the Company and Greentree, which the Company believes are customary for transactions of this type. Furthermore, the Company is subjectto certain negative covenants under the Greentree Loan Agreement, which the Company also believes are also customary for transactionsof this type.

TheGreentree Loan Agreement, as amended, also contains a registration rights provision, pursuant to which the Company is required to prepareand file a registration statement with the SEC under the Securities Act of 1933, as amended, registering a total of 1,200,000 sharesof common stock issued to Greentree pursuant to the Greentree Loan Agreement, Greentree Note and Greentree Warrant. The Company willbe required to have such registration statement filed within 30 days of the effective date of the Greentree Loan Agreement (which, asamended, is January 23, 2020) and declared effective by the SEC within 105 calendar days following the effective date of the GreentreeLoan Agreement. If the Company fails to file or have declared effective the registration statement within the timeframe set forth inthe Greentree Loan Agreement, or certain other events occur as set forth in the Greentree Loan Agreement, the Company is obligated topay Greentree an amount of liquidated damages equal to $35,000 per month until such failure is cured. As of the date of this filing,the Company has failed to have its Registration Statement deemed Effective. In addition to the registration rights granted to Greentree,the Greentree Loan Agreement contains a “true up” provision, which requires the Company to issue Greentree additional sharesof common stock during the period beginning on the effective date of the registration statement until the 90^th day afterthe effective date of the registration statement, if the average of the 15 lowest daily closing prices of the Company’s commonstock is less than $2.00.

GreentreeNote

Pursuantto the Greentree Loan Agreement, the Company agreed to issue and sell to Greentree the Greentree Note, in the principal amount of $1,100,000.The Greentree Note, as amended, is due and payable October 23, 2020, and is convertible at any time at a price of $2.00 per share, subjectto certain adjustments to the conversion price set forth in the Greentree Note. The Greentree Note reiterates the registration rightsset forth in the Greentree Loan Agreement and the Greentree Warrant. There is no prepayment penalty on the Greentree Note. If the GreentreeNote is not prepaid by the 90th day after the effective date of the Registration Statement, the Greentree is required to convert theentire amount of principal and interest outstanding on the Greentree Note at that time, at a price of $2.00 per share, unless an eventof default (as such events are described in the Greentree Note) under the Greentree Note has occurred, in which case the Greentree Notewould be mandatorily converted at a price equal to 50% of the lowest trading price of the common stock for the last 10 trading days immediatelyprior to, but not including, the date that the Greentree Note mandatorily converts. The Greentree Note also contains a conversion limitationprovision, which prohibits Greentree from converting the Greentree Note in an amount that would result in the beneficial ownership ofgreater than 4.9% of the total issued and outstanding shares of common stock, provided that (i) such conversion limitation may be waivedby Greentree with 61 days prior notice, and (ii) Greentree cannot waive the conversion limitation if conversion of the Greentree Notewould result in Greentree having beneficial ownership of greater than 9.9% of the total issued and outstanding shares of common stock.On July 23, 2020, the Company issued 320,000 shares of common stock to Greentree Financial Group, Inc. to satisfy $360,000 principaland $131,889 interest and fees against a note issued on January 23, 2020. On August 4, 2020, the Company issued 370,000 shares of commonstock to Greentree Financial Group, Inc.in satisfaction of $740,000 principal against a note issued on January 23, 2020. As of August27, 2020, the Greentree Note was paid in full.

GreentreeWarrant

Pursuantto the Greentree Loan Agreement, the Company also issued Greentree a warrant to purchase 550,000 shares of common stock at an exerciseprice of $2.00 per share, subject to certain adjustments to the exercise price set forth in the Greentree Warrant. The Greentree Warrant,as amended, expires on January 23, 2023. If the closing price per share of the common stock reported on the day immediately precedingan exercise of the Greentree Warrant is greater than $2.00 per share, the Greentree Warrant may be exercised cashlessly, based on a cashlessexercise formula. The Greentree Warrant reiterates the registration rights set forth in the Greentree Loan Agreement and the GreentreeNote. The Greentree Warrant also contains a repurchase provision, which at any time after the Company’s registration statementis effective and the Company’s common stock has traded at a price over $3.00 share for 20 consecutive days, gives the Company a30-day option to repurchase any unexercised portion of the Greentree Warrant at a price of $1.00 per share. On January 19, 2021, Greentreepartially exercised the Greentree Warrant for 200,000 shares of common stock. On January 21, 2021, Greentree exercised the balance ofthe Greentree warrant.

CorporateInformation

Ourprincipal executive offices are located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018. Our telephone number is (866)900-0992. The address of our website is www.vincoventures.com. The inclusion of our website address in this prospectus does not includeor incorporate by reference the information on our website into this prospectus.

Implicationsof Being an Emerging Growth Company

Weare an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).The Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.For as long as we are an emerging growth company, unlike public companies that are not emerging growth companies under the JOBS Act,we will not be required to:

Wewill cease to be an emerging growth company upon the earliest of the:

Inaddition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period providedin Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we have not elected to takeadvantage of such extended transition period for complying with new or revised accounting standards.

SUMMARYOF THE OFFERING

This offering involves a total of 44,099,875shares of our common stock, which includes: (i) 15,000,000 shares of common stock underlying an incentive warrant issued in the May2021 Hudson Bay warrant exercise, (ii) 24,444,329 shares of common stock underlying an incentive warrant issued in connection with theJune 2021 Hudson Bay warrant exercise, (iii) 1,200,000 shares of common stock underlying a warrant issued in connection with the placementof the May 2021 Hudson Bay warrant exercise, (iv) 1,955,546 shares of common stock underlying a warrant issued in connection with theplacement of the June 2021 Hudson Bay warrant exercise, and (v) 1,500,000 shares of common stock underlying an incentive warrant issuedin connection with the June 2021 BHP warrant exercise.

(1)Includes the following shares of common stock issuable upon exercise of outstanding warrants:

(2)The change in the number of shares of common stock outstanding before this offering and after this offering was a result of the followingissuances:

(3)Shares of our common stock that will be outstanding after this offering is based on 59,957,241 shares of common stock outstandingas of July 16, 2021, but excludes:

RISKFACTORS

Aninvestment in our common stock involves a high degree of risk. Investing in shares of our common stock involves risks. Before makinga decision to invest in shares of our common stock, you should carefully consider the risks that are described in this section, in ourmost recent Annual Report on Form 10-K and in the other information that we file from time to time with the SEC that is incorporatedby reference in this prospectus. You should also read the sections entitled “Cautionary Note Regarding Forward-Looking Statements”on page 4 of this prospectus. The risks described in the documents incorporated by reference in this prospectus are not the only oneswe face. Additional risks not presently known or that we currently deem immaterial could also materially and adversely affect us. Youshould consult your own financial and legal advisors as to the risks entailed by an investment in shares of our common stock and thesuitability of investing in our shares in light of your particular circumstances. If any of the risks contained in or incorporated byreference in this prospectus develop into actual events, our assets, business, cash flows, condition (financial or otherwise), creditquality, financial performance, liquidity, long-term performance goals, prospects, and/or results of operations could be materially andadversely affected, the trading price of our common stock could decline and you may lose all or part of your investment. Some statementsin this prospectus, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled“Cautionary Note Regarding Forward-Looking Statements.”

RisksRelated to Our Company

Wehave a limited operating history and may not be able to operate our business successfully or generate sufficient revenue to make or sustaindistributions to our shareholders.

Wewere incorporated on July 18, 2017, and therefore, have a relatively limited operating history. Despite the experience and trackrecord of our management team in the entertainment and packaging industries, historical results are not indicative of, and may be substantiallydifferent than, the results we achieve in the future. We cannot assure you that we will be able to operate our business successfullyor implement our operating policies and strategies. The results of our operations depend on several factors, including the level andvolatility of interest rates, our success in attracting and retaining motivated and qualified personnel, the availability of adequateshort and long-term financing, conditions in the financial markets, and general economic conditions. In addition, our future operatingresults and financial data may vary materially from the historical operating results and financial data as well as the pro formaoperating results and financial data because of a number of factors, including costs and expenses associated with being a public company.

Wehave a history of losses and we may never achieve profitability.

For the three months ended March 31, 2021, ouroperations lost approximately $10,749,009, of which approximately $9,143,000 was non-cash and approximately $705,000 was related to transactioncosts and other non-recurring items. At March 31, 2021, we had total current assets of approximately $11,238,811 and current liabilitiesof approximately $7,144,413 resulting in working capital of approximately $4,094,398, of which $1,263,755 was related party notes payable.At March 31, 2021, we had total assets of $45,473,359 and total liabilities of $67,428,994 resulting in stockholders’ deficit of$21,955,635.

Forthe year ended December 31, 2020, our operations lost $7,902,347 of which $4,623,130 was non-cash and $1,131,975 related to restructuring,severance, transaction costs and non-recurring items. At December 31, 2020, we had total current assets of $5,342,183 and current liabilitiesof $11,285,663 resulting in negative working capital of $5,943,480. At December 31, 2020, we had total assets of $28,028,207 and totalliabilities of $14,505,506 resulting in stockholders’ equity of $13,522,701.

Forthe year ended December 31, 2019, our operations lost approximately $14,196,154 of which approximately $8,064,101 was non-cash and approximately$364,320 related to transaction costs and non-recurring items. At December 31, 2019, we had total current assets of $4,955,365 and currentliabilities of $12,973,319 resulting in negative working capital of $8,017,954, of which approximately $4,015,484 related to unsecuredtrade payables assumed in our Cloud B acquisition. In February 2019, our consolidating subsidiary, CBAV1, LLC, foreclosed on its promissorynote it held that was secured by Cloud B, Inc.’s assets making any payments of the Cloud B trade payables unlikely. Subsequentlyin February 2020, we sold Cloud B, Inc. and the buyer assumed the liabilities in exchange for the issuance of 150,000 shares of commonstock. At December 31, 2019, we had total assets of $23,609,619 and total liabilities of $16,155,187 resulting in stockholders’equity of $7,454,432.

Theloss of key personnel or the inability of replacements to quickly and successfully perform in their new roles could adversely affectour business.

Wedepend on the leadership and experience of our relatively small number of key executive management personnel, particularly our Chairmanand Chief Executive Officer, Christopher B. Ferguson, our President and Treasurer, Kevin J. Ferguson, and our Chief Financial Officer,Brett Vroman. The loss of the services of any of these key executives or any of our executive management members could have a materialadverse effect on our business and prospects, as we may not be able to find suitable individuals to replace such personnel on a timelybasis or without incurring increased costs, or at all. Furthermore, if we lose or terminate the services of one or more of our key employeesor if one or more of our current or former executives or key employees joins a competitor or otherwise competes with us, it could impairour business and our ability to successfully implement our business plan. Additionally, if we are unable to hire qualified replacementsfor our executive and other key positions in a timely fashion, our ability to execute our business plan would be harmed. Even if we canquickly hire qualified replacements, we would expect to experience operational disruptions and inefficiencies during any transition.We believe that our future success will depend on our continued ability to attract and retain highly skilled and qualified personnel.There is a high level of competition for experienced, successful personnel in our industry. Our inability to meet our executive staffingrequirements in the future could impair our growth and harm our business.

Ourfinancial statements may be materially affected if our estimates prove to be inaccurate as a result of our limited experience in makingcritical accounting estimates.

Financialstatements prepared in accordance with GAAP require the use of estimates, judgments, and assumptions that affect the reported amounts.Actual results may differ materially from these estimates under different assumptions or conditions. These estimates, judgments, andassumptions are inherently uncertain, and, if they prove to be wrong, then we face the risk that charges to income will be required.In addition, because we have limited to no operating history and limited experience in making these estimates, judgments, and assumptions,the risk of future charges to income may be greater than if we had more experience in these areas. Any such charges could significantlyharm our business, financial condition, results of operations, and the price of our securities. See “Management’s Discussionand Analysis of Financial Condition and Results of Operations — Critical accounting policies — Useof estimates” for a discussion of the accounting estimates, judgments, and assumptions that we believe are the most criticalto an understanding of our business, financial condition, and results of operations.

Wemay require additional financing to sustain or grow our operations.

Ourgrowth will be dependent on our ability to access additional equity and debt capital. Moreover, part of our business strategy may involvethe use of debt financing to increase potential revenues. Our inability in the future to obtain additional equity capital or a corporatecredit facility on attractive terms, or at all, could adversely impact our ability to execute our business strategy, which could adverselyaffect our growth prospects and future shareholder returns.

Ifwe fail to manage our growth, our business and operating results could be harmed.

Aswe seek to advance our product lines, we will need to expand our development, manufacturing, marketing, and sales capabilities or contractwith third parties to provide these capabilities for us. We anticipate that a period of significant expansion will be required to addresspotential growth and to handle licensing of additional product categories, such as more arts and crafts focused items. This expansionwill place a significant strain on our management, operational, and financial resources. To manage the expected growth of our operationsand personnel, we must establish appropriate and scalable operational and financial systems, procedures, and controls and establish aqualified finance, administrative, and operations staff. As a public company, we will have to implement internal controls to comply withgovernment-mandated regulations. Our management may be unable to hire, train, retain, motivate, and manage the necessary personnel orto identify, manage, and exploit potential strategic relationships and market opportunities. Our failure to manage growth effectivelycould have a material and adverse effect on our business, results of operations, and financial condition.

Ourgrowth strategy includes pursuing opportunistic acquisitions of additional brands, and we may not find suitable acquisition candidatesor successfully operate or integrate any brands that we may acquire.

Aspart of our strategy, we intend to opportunistically acquire new brands and product concepts, just as we acquired TBD Safety, LLC in2020. Although we believe that opportunities for other, future acquisitions may be available from time to time, competition for acquisitioncandidates may exist or increase in the future. Consequently, there may be fewer acquisition opportunities available to us as well ashigher acquisition prices. There can be no assurance that we will be able to identify, acquire, manage, or successfully integrate additionalcompanies, brands, or product concepts without substantial costs, delays, or operational or financial problems. In the event we are ableto acquire additional companies, brands, or other product concepts, the integration and operation of such acquisitions in addition tothe on-going integration and operation of the Company may place significant demands on our management, which could adversely affect ourability to manage our business. We may be required to obtain additional financing to fund future acquisitions. There can be no assurancethat we will be able to obtain additional financing on acceptable terms or at all.

Wemay not realize the anticipated benefits of acquisitions or investments in joint ventures, or those benefits may be delayed or reducedin their realization.

Acquisitionsand investments have been a component of our growth and the development of our business, and that is likely to continue in the future.Acquisitions can broaden and diversify our brand holdings and product concepts and allow us to build additional capabilities and competenciesaround our brands. In reviewing potential acquisitions or investments, we target brands, assets or companies that we believe offer attractiveproducts or offerings, the ability for us to leverage our offerings, opportunities to drive our brands, competencies, or other synergies.

Thecombination of two independent businesses is a complex, costly, and time-consuming process that will require significant management attentionand resources. The integration process may disrupt the businesses and, if implemented ineffectively, would limit the expected benefitsof the acquisition. The failure to meet the challenges involved in integrating businesses and realizing the anticipated benefits couldcause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations. The overallintegration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customerand other business relationships, and diversion of management’s attention. The difficulties of combining the operations of thecompanies include, among others:

Wecannot be certain that the products and offerings of companies we may acquire, or acquire an interest in, will achieve or maintain popularitywith consumers in the future or that any such acquired companies or investments will allow us to more effectively market our products,develop our competencies or to grow our business. In some cases, we expect that the integration of the companies that we may acquireinto our operations will create production, marketing and other operating, revenue or cost synergies which will produce greater revenuegrowth and profitability and, where applicable, cost savings, operating efficiencies and other advantages. However, we cannot be certainthat these synergies, efficiencies and cost savings will be realized. Even if achieved, these benefits may be delayed or reduced in theirrealization. In other cases, we may acquire or invest in companies that we believe have strong and creative management, in which casewe may plan to operate them more autonomously rather than fully integrating them into our operations. We cannot be certain that the keytalented individuals at these companies would continue to work for us after the acquisition or that they would develop popular and profitableproducts, entertainment or services in the future. We cannot guarantee that any acquisition or investment we may make will be successfulor beneficial, and acquisitions can consume significant amounts of management attention and other resources, which may negatively impactother aspects of our business.

Aninability to develop and introduce products in a timely and cost-effective manner may damage our business.

Oursales and profitability depend on our ability to bring products to market and meet customer demands before they begin to lose interestin a given product. There is no guarantee that we will be able to manufacture, source, and ship new or continuing products in a timelymanner and on a cost-effective basis to meet constantly changing consumer demands. This risk is heightened by our customers’ increasinglycompressed shipping schedules and the seasonality of our business. Moreover, unforeseen delays or difficulties in the development process,significant increases in the planned cost of development, and manufacturing delays or changes in anticipated consumer demand for ourproducts and new brands may cause the introduction date for products to be later than anticipated. They may also reduce or eliminatethe profitability of such products or, in some situations, may cause a product or new brand introduction to be discontinued.

Wehave debt financing arrangements, which could have a material adverse effect on our financial health and our ability to obtain financingin the future and may impair our ability to react quickly to changes in our business.

Ourexposure to debt financing could limit our ability to satisfy our obligations, limit our ability to operate our business, and impairour competitive position. For example, it could:

Wemay also incur additional indebtedness in the future, which could materially increase the impact of these risks on our financial conditionand results of operations.

Intimes of tough economic conditions, the Company has experienced significant distributor inventory corrections reflecting de-stockingof the supply chain associated with difficult credit markets. Such distributor de-stocking exacerbated sales volume declines pertainingto weak end user demand and the broader economic recession. The Company’s results may be adversely impacted in future periods bysuch customer inventory adjustments. Further, the inability to continue to penetrate new channels of distribution may have a negativeimpact on the Company’s future results.

Ourability to repay our debt depends on many factors beyond our control. If we elect to raise equity capital in the future, our currentshareholders could be subjected to significant dilution. If we are unable to raise capital in the future, we may seek other avenues tofund the business, including sale/leaseback arrangements or seeking to sell assets of all, or a portion of, our operations.

Paymentson our debt will depend on our ability to generate cash or secure additional financing in the future. This ability, to an extent, issubject to general economic, financial, competitive, legislative, regulatory, and other factors beyond our control. If our business doesnot generate sufficient cash flow from operations and sufficient future financing is not available to us, we may not be able to repayour debt, operate our business or fund our other liquidity needs. If we cannot meet or refinance our obligations when they become due,we may be required to attempt to raise capital, reduce expenditures, or take other actions which we may be unable to successfully completeor, even if successful, could have a material adverse effect on us. If such sources of capital are not available or not available onsufficiently favorable terms, we may seek other avenues to fund the business, including sale/leaseback arrangements or seeking to sellassets of all or a portion of our operations. If we decide to raise capital in the equity markets or take other actions, our shareholderscould incur significant dilution or diminished valuations, or if we are unable to raise capital, our ability to effectively operate ourbusiness could be impaired. In addition, if we are successful in raising capital in the equity markets to repay our indebtedness or forany other purpose in the future, our shareholders could incur significant dilution.

Oursuccess will depend on the reliability and performance of third-party distributors, manufacturers, and suppliers.

Wecompete with other companies for the production capacity of third-party suppliers for components. Certain of these competing companieshave substantially greater financial and other resources than we have, and we may be at a competitive disadvantage in seeking to procureproduction capacity. Our inability to contract with third-party manufacturers and suppliers to provide a sufficient supply of our productson acceptable terms and on a timely basis could negatively impact our relationships with existing customers and cause us to lose revenue-generatingopportunities with potential customers. We also rely on operators and distributors to market and distribute our products. If our operatorsor distributors are unsuccessful, we may miss revenue-generating opportunities that might otherwise have been recognized.

Weare dependent on a small number of key suppliers and customers. Changes in our relationships with these parties or changes in the economicenvironments in which they operate could have a material adverse effect on our business, financial condition, results of operations,and cash flows.

Ourrevenues are concentrated with a small number of customers. We do not have long-term agreements with our customers, and instead developour products on an item-by-item basis subject to purchase orders from customers. No assurances can be given that our customers will continueto submit purchase orders for new products.

Tomanufacture our products, we purchase components from independent manufacturers, many of whom are located in Asia. An extended interruptionin the supply of these products or suitable substitute inventory would disrupt our operations, which could have a material adverse effecton our business, financial condition, and results of operations.

Wecannot estimate with any certainty the length of time that would be required to establish alternative supply relationships, or whetherthe quantity or quality of materials that could be so obtained would be sufficient. Furthermore, we may incur additional costs in sourcingmaterials from alternative producers. The disruption of our inventory supply, even in the short term, could have a material adverse effecton our business, financial condition, and results of operations.

Inthe first quarter of 2020, the COVID-19 outbreak caused disruptions in our manufacturing operations, which resulted in delays in theshipment of products to certain of our customers and ultimately, a suspension of our former Asian operations in January 2020. A prolongeddisruption or any further unforeseen delay in our operations of the manufacturing, delivery and assembly process within any of our productionfacilities could continue to result in delays in the shipment of products to our customers, increased costs and reduced revenue.

Changesin customer preferences, the inability to maintain mutually beneficial relationships with large customers, inventory reductions by customers,and the inability to penetrate new channels of distribution could adversely affect the Company’s business.

TheCompany has certain significant customers. For the period ended December 31, 2020, the Company’s largest customer comprised approximately7% of net sales. The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer preferencesor loyalties for the Company’s products, related to any such significant customer could have a material adverse impact on the Company’sresults of operations and cash flows. In addition, the Company’s major customers are volume purchasers, a few of which are muchlarger than the Company and have strong bargaining power with suppliers. This limits the ability to recover cost increases through higherselling prices. Furthermore, unanticipated inventory adjustments by these customers can have a negative impact on net sales.

Ifcustomers are dissatisfied with services and switch to competitive services or disconnect for other reasons such as preference for digitaltechnology products or other technology enhancements not then offered, the Company’s attrition rates may increase. In periods ofincreasing attrition rates, recurring revenue and results of operations may be materially adversely affected. The risk is more pronouncedin times of economic uncertainty, as customers may reduce amounts spent on the products and services the Company provides.

Asignificant portion of our business is conducted with customers and suppliers located outside of the United States. Currency, economic,health related, and other risks associated with our international operations in China and Japan could adversely affect our operatingresults.

Ourrevenues from international customers, and our inventory costs from international suppliers are exposed to the potentially adverse effectsof currency exchange rates, local economic conditions, health related conditions, and other risks associated with doing business in foreigncountries. To the extent that our revenues and purchases from international business partners increase in the future, our exposure tochanges in foreign economic conditions and currency fluctuations will increase.

Forexample, the imposition of trade sanctions or other regulations upon China by the United States or the European Union, or the loss of“normal trade relations” status with China, could significantly increase our cost of products imported into the United Statesor Europe and harm our business. In addition, the occurrence of a health-related crisis such as COVID-19, which emerged in China wheremany of the Company’s suppliers and customers are located. COVID-19 has been expanding within Asia and globally, such that theCompany’s former operations in Asia were largely suspended during the calendar year 2020. Additionally, the suspension of manufacturingoperations by government inspectors in China could result in delays to us in obtaining product and may have a material adverse effecton our ability to import products from China. Furthermore, Japanese economic policies are subject to rapid change and the governmentof Japan may adopt policies which have the effect of hindering private economic activity and greater economic decentralization. Thereis no assurance that the government of Japan will not significantly alter its policies from time to time without notice in a manner whichreduces or eliminates any benefits from its present policies of economic reform.

Besidesthe risks discussed above, our dependence on foreign customers and suppliers also means that we may be affected by changes in the relativevalue of the U.S. Dollar to foreign currencies, including the Chinese Renminbi and Japanese Yen. Although our receipts from foreign customersand our purchases of foreign products are principally negotiated and paid for in U.S. Dollars, a portion of our business is denominatedin other currencies and changes in the applicable currency exchange rates might negatively affect the profitability and business prospectsof our customers and vendors. This, in turn, might cause such vendors to demand higher prices, delay shipments, or discontinue sellingto us. This also might cause such customers to demand lower prices, delay, or discontinue purchases of our products or demand other changesto the terms of our relationships. These situations could in turn ultimately reduce our revenues or increase our costs, which could havea material adverse effect on our business, financial condition, and results of operations.

Ouroperating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control, which couldcause fluctuations in the price of our securities.

Weare subject to the following factors that may negatively affect our operating results:

Asa result of our lack of any operating history and the nature of the markets in which we compete, it is difficult for us to forecast ourrevenues or earnings accurately. As a strategic response to changes in the competitive environment, we may from time to time make certaindecisions concerning expenditures, pricing, service, or marketing that could have a material and adverse effect on our business, resultsof operations, and financial condition. Due to the foregoing factors, our quarterly revenues and operating results are difficult to forecast.

TheCompany’s results of operations could be negatively impacted by inflationary or deflationary economic conditions, which could affectthe ability to obtain raw materials, component parts, freight, energy, labor, and sourced finished goods in a timely and cost-effectivemanner.

TheCompany’s products are manufactured using both ferrous and non-ferrous metals including, but not limited to, steel, zinc, copper,brass, aluminum, and nickel. Additionally, the Company uses other commodity-based materials for components and packaging including, butnot limited to, plastics, resins, wood, and corrugated products. The Company’s cost base also reflects significant elements forfreight, energy, and labor. The Company also sources certain finished goods directly from vendors. If the Company is unable to mitigateany inflationary increases through various customer pricing actions and cost reduction initiatives, its profitability may be adverselyaffected.

Conversely,in the event there is deflation, the Company may experience pressure from its customers to reduce prices, and there can be no assurancethat the Company would be able to reduce its cost base (through negotiations with suppliers or other measures) to offset any such priceconcessions which could adversely impact results of operations and cash flows.

Further,as a result of inflationary or deflationary economic conditions, the Company believes it is possible that a limited number of suppliersmay either cease operations or require additional financial assistance from the Company in order to fulfill their obligations. In a limitednumber of circumstances, the magnitude of the Company’s purchases of certain items is of such significance that a change in establishedsupply relationships with suppliers or increase in the costs of purchased raw materials, component parts, or finished goods could resultin manufacturing interruptions, delays, inefficiencies, or an inability to market products. Changes in value-added tax rebates, currentlyavailable to the Company or to its suppliers, could also increase the costs of the Company’s manufactured products, as well aspurchased products and components, and could adversely affect the Company’s results.

Inaddition, many of the Company’s products incorporate battery technology. As other industries begin to adopt similar battery technologyfor use in their products, the increased demand could place capacity constraints on the Company’s supply chain. In addition, increaseddemand for battery technology may also increase the costs to the Company for both the battery cells as well as the underlying raw materials.If the Company is unable to mitigate any possible supply constraints or related increased costs, its profitably and financial resultscould be negatively impacted.

Lowdemand for new products and the inability to develop and introduce new products at favorable margins could adversely impact the Company’sperformance and prospects for future growth.

TheCompany’s competitive advantage is due in part to its ability to develop and introduce new products in a timely manner at favorablemargins. The uncertainties associated with developing and introducing new products, such as market demand and costs of development andproduction, may impede the successful development and introduction of new products on a consistent basis. Introduction of new technologymay result in higher costs to the Company than that of the technology replaced. That increase in costs, which may continue indefinitelyor until increased demand and greater availability in the sources of the new technology drive down its cost, could adversely affect theCompany’s results of operations. Market acceptance of the new products introduced in recent years and scheduled for introductionin future years may not meet sales expectations due to various factors, such as the failure to accurately predict market demand, end-userpreferences, evolving industry standards, or the emergence of new or disruptive technologies. Moreover, the ultimate success and profitabilityof the new products may depend on the Company’s ability to resolve technical and technological challenges in a timely and cost-effectivemanner, and to achieve manufacturing efficiencies. The Company’s investments in productive capacity and commitments to fund advertisingand product promotions in connection with these new products could erode profits if those expectations are not met.

Weare increasingly dependent on information technology, and potential cyberattacks, security problems, or other disruption and expandingsocial media vehicles present new risks.

Werely on information technology networks and systems, including the internet, to process, transmit, and store electronic information,and to manage or support a variety of business processes, including financial transactions and records, billing, and operating data.We may purchase some of our information technology from vendors, on whom our systems will depend, and we rely on commercially availablesystems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential operator and othercustomer information. We depend upon the secure transmission of this information over public networks. Our networks and storage applicationscould be subject to unauthorized access by hackers or others through cyberattacks, which are rapidly evolving and becoming increasinglysophisticated, or by other means, or may be breached due to operator error, malfeasance or other system disruptions. In some cases, itwill be difficult to anticipate or immediately detect such incidents and the damage they cause. Any significant breakdown, invasion,destruction, interruption, or leakage of information from our systems could harm our reputation and business.

Inaddition, the use of social media could cause us to suffer brand damage or information leakage. Negative posts or comments about us onany social networking website could damage our or our brands’ reputations. Employees or others might disclose non-public sensitiveinformation relating to our business through external media channels, including through the use of social media. The continuing evolutionof social media will present us with new challenges and risks.

Changesin laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations and any failureby us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations,cash flow, or financial condition, impose additional costs on us, or otherwise adversely affect our business.

Weare subject to regulation by laws and regulations at the local, state, and federal levels. These laws and regulations, as well as theirinterpretation, may change from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations,changes in their interpretation, or newly enacted laws or regulations and any failure by us to comply with these laws or regulations,could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, imposeadditional costs on us, or otherwise adversely affect our business.

ArticleXIII of our Amended and Restated Articles of Incorporation designates the courts of the State of Nevada as the sole and exclusive forumfor certain types of actions and proceedings that may be initiated by our shareholders, and therefore may limit our shareholders’ability to choose a forum for disputes with us or our directors, officers, employees, or agents.

ArticleXIII of our Amended and Restated Articles of Incorporation provide that, to the fullest extent permitted by law, and unless we consentto the selection of an alternative forum, the courts of the State of Nevada shall be the sole and exclusive forum for (a) any derivativeaction or proceeding brought on behalf of the Company, (b) any action or proceeding asserting a claim of breach of a fiduciary duty owedby any director or officer of the Company to the Company or the Company’s shareholders, (c) any action or proceeding assertinga claim against the Company arising pursuant to any provision of the Nevada Revised Statutes or the Company’s amended and restatedarticles of incorporation or Second Amended and Restated Bylaws (as either might be amended from time to time), or (d) any action orproceeding asserting a claim against the Company governed by the internal affairs doctrine.

Webelieve the choice-of-forum provision in our Amended and Restated Articles of Incorporation provide will help provide for the orderly,efficient, and cost-effective resolution of Nevada-law issues affecting us by designating courts located in the State of Nevada (ourstate of incorporation) as the exclusive forum for cases involving such issues. However, this provision may limit a shareholder’sability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or our directors, officers, employees,or agents, which may discourage such actions against us and our directors, officers, employees, and agents. While there is no Nevadacase law addressing the enforceability of this type of provision, Nevada courts have on prior occasion found persuasive authority inDelaware case law in the absence of Nevada statutory or case law specifically addressing an issue of corporate law. The Court of Chanceryof the State of Delaware ruled in June 2013 that choice-of-forum provisions of a type similar to those included in our Amended and RestatedArticles of Incorporation provide are not facially invalid under corporate law and constitute valid and enforceable contractual forumselection clauses. However, if a court were to find the choice-of-forum provision in our Amended and Restated Articles of Incorporationprovide inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additionalcosts associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition,or results of operations.

Wecould face substantial competition, which could reduce our market share and negatively impact our net revenue.

Thereare a number of companies that manufacture and distribute products similar to ours. Many of our anticipated competitors are significantlylarger than we are and have considerably greater financial, technical, marketing, and other resources than we do. Some competitors mayhave a lower cost of funds and access to funding sources that are not available to us. We cannot assure you that the competitive pressureswe face will not have a material adverse effect on our business, financial condition, and results of operations.

Ifwe fail to protect our intellectual property rights, competitors may be able to use our technology, which could weaken our competitiveposition, reduce our net revenue, and increase our costs.

Ourlong-term success will depend to some degree on our ability to protect the proprietary technology that we have developed or may developor acquire in the future. Patent applications can take many years to issue, and we can provide no assurance that any such patentswould be issued. If we are denied any or all of these patents, we may not be able to successfully prevent our competitors from imitatingour products or using some or all of the processes that are the subject of such patent applications. Such imitation may lead to increasedcompetition within the finite market for products such as ours. Even if our pending patents were to be issued, our intellectual propertyrights may not be sufficiently comprehensive to prevent our competitors from developing similar competitive products. Although we mayaggressively pursue anyone whom we reasonably believe is infringing upon our intellectual property rights, initiating and maintainingsuits against third parties that may infringe upon our intellectual property rights will require substantial financial resources, especiallygiven our lack of patent registrations and applications. We may not have the financial resources to bring such suits, and if we do bringsuch suits, we may not prevail. Regardless of our success in any such actions, we could incur significant expenses in connection withsuch suits.

Third-partyclaims of infringement against us could adversely affect our ability to market our products and require us to redesign our products orseek licenses from third parties.

Especiallygiven that we produce products for licensed properties, we are susceptible to intellectual property lawsuits that could cause us to incursubstantial costs, pay substantial damages, or prohibit us from distributing our products. Whether a product infringes a patent involvescomplex legal and factual issues, the determination of which is often uncertain. In addition, because patent applications can take many yearsto issue, there may be applications now pending of which we are unaware, which later may result in issued patents that our products mayinfringe. If any of our products infringe a valid patent, we could be prevented from distributing that product unless and until we canobtain a license or redesign it to avoid infringement. A license may not be available or may require us to pay substantial royalties.We also may not be successful in any attempt to redesign the product to avoid any infringement. Infringement and other intellectual propertyclaims, with or without merit, can be expensive and time-consuming to litigate, and we may not have the financial and human resourcesto defend ourselves against any infringement suits that may be brought against us.

Ourbrands are important assets of our businesses and violation of our trademark rights by imitators, or the failure of our licensees orvendors to comply with our product quality, manufacturing requirements, marketing standards, and other requirements could negativelyimpact revenues and brand reputation.

Ourtrademarks have a reputation for quality and value and are important to our success and competitive position. Unauthorized use of ourtrademark rights may not only erode sales of our products, but may also cause significant damage to our brand name and reputation, interferewith our ability to effectively represent ourselves to our customers, contractors, suppliers, and/or licensees, and increase litigationcosts. Similarly, failure by licensees or vendors to adhere to our standards of quality and other contractual requirements could resultin loss of revenue, increased litigation, and/or damage to our reputation and business. There can be no assurance that our ongoing effortsto protect our brand and trademark rights and ensure compliance with our licensing and vendor agreements will prevent all violations.

Defectsin our products could reduce our revenue, increase our costs, burden our engineering, and marketing resources, involve us in litigationand adversely affect us.

Oursuccess will depend on our ability to avoid, detect, and correct defects in our products. We may not be able to maintain products thatare free from defects. Although we have taken steps to prevent defects, our products could suffer such defects. The occurrence of suchdefects or malfunctions could result in physical harm to the patrons of our customers and the subsequent termination of agreements, cancellationof orders, product returns, and diversion of our resources. Even if our customers do not suffer financial losses, customers may replaceour products if they do not perform according to expectations. Any of these occurrences could also result in the loss of or delay inmarket acceptance of our products and/or loss of sales. In addition, the occurrence of defects in our products may give rise to claimsfor lost revenues and related litigation by our customers and may subject us to investigation or other disciplinary action by regulatoryauthorities that could include suspension or revocation of our ability to do business in certain jurisdictions.

Lowdemand for new products and the inability to develop and introduce new products at favorable margins could adversely impact our performanceand prospects for future growth.

Ourcompetitive advantage is due in part to our ability to develop and introduce new products in a timely manner at favorable margins. Theuncertainties associated with developing and introducing new products, such as market demand and costs of development and production,may impede the successful development and introduction of new products on a consistent basis. Introduction of new technology may resultin higher costs to us than that of the technology replaced. That increase in costs, which may continue indefinitely or until increaseddemand and greater availability in the sources of the new technology drive down its cost, could adversely affect our results of operations.Market acceptance of the new products introduced in recent years and scheduled for introduction in future years may not meet sales expectationsdue to various factors, such as the failure to accurately predict market demand, end-user preferences, evolving industry standards, orthe emergence of new or disruptive technologies. Moreover, the ultimate success and profitability of the new products may depend on ourability to resolve technical and technological challenges in a timely and cost-effective manner, and to achieve manufacturing efficiencies.Our investments in productive capacity and commitments to fund advertising and product promotions in connection with these new productscould erode profits if those expectations are not met.

Ourproducts could be recalled.

TheConsumer Product Safety Commission or other applicable regulatory bodies may require the recall, repair or replacement of our productsif those products are found not to be in compliance with applicable standards or regulations. A recall could increase costs and adverselyimpact our reputation.

Ourbusiness operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory illnesscoronavirus (“COVID-19”).

OnMarch 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strainof COVID-19 is considered to be highly contagious and poses a serious public health threat. The outbreak of COVID-19 emerged in China,where many of the Company’s suppliers and customers are located. COVID-19 has been expanding within Asia and globally, such thatthe Company’s former operations in Asia were largely suspended during the calendar year 2020.

Anyoutbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy,our markets and our business. In the first quarter of 2020, the COVID-19 outbreak caused disruptions in our manufacturing operations,which resulted in delays in the shipment of products to certain of our customers and ultimately, a suspension of our former Asian operationsin January 2020.

Wecannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact.If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materiallyand adversely affected as a result of the deteriorating market outlook for consumer sales, the slowdown in regional and national economicgrowth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors andother factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regionswhere we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business,financial condition and results of operations.

Weface potential business disruptions and related risks resulting from the recent outbreak of the novel coronavirus, which could have amaterial adverse effect on our business, financial condition and results of operations.

InDecember 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. The COVID-19 outbreak has growninto a global pandemic that has impacted Asia, United States, Europe and other countries throughout the world. Financial markets havebeen experiencing extreme fluctuations that may cause a contraction in available liquidity globally as important segments of the creditmarkets react to the development. The pandemic may lead to a decline in business and consumer confidence. The global outbreak of COVID-19continues to rapidly evolve. As a result, businesses have closed and limits have been placed on travel. The extent to which COVID-19may impact our business, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions andsocial distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actionstaken in the United States and other countries to contain and treat the disease.

Weare monitoring the potential impact of the COVID-19 outbreak, and if COVID-19 continues to spread globally, including in the United States,we may experience disruptions that could severely impact the development of our product candidates, including:

Quarantines,shelter-in-place and similar government orders, or the perception that such orders, shutdowns or other restrictions on the conduct ofbusiness operations could occur, related to COVID-19 or other infectious diseases could impact personnel at third-party suppliers inthe United States and other countries, or the availability or cost of materials, which would disrupt our supply chain. Any manufacturingsupply interruption of materials could adversely affect our ability to conduct ongoing and future research and testing activities.

Thespread of COVID-19, which has caused a broad impact globally, may materially affect us economically. While the potential economic impactbrought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruptionof global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition,a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our commonstock.

RisksAssociated with an Investment in our Common Stock

Ourexecutive officers, directors, and principal shareholders maintain the ability to control substantially all matters submitted to shareholdersfor approval.

Asof July 22, 2021, our executive officers, directors, and shareholders who owned more than5% of our outstanding common stock, in the aggregate, beneficially own 112,123,504 shares of common stock representing approximately64.73% of our outstanding capital stock. As a result, if these shareholders were to choose to act together, they would be ableto control substantially all matters submitted to our shareholders for approval, as well as our management and affairs. For example,these persons, if they choose to act together, would control the election of directors and approval of any merger, consolidation or saleof all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of us on terms thatother shareholders may desire.

Themarket price of our shares may fluctuate significantly.

Thecapital and credit markets have recently experienced a period of extreme volatility and disruption. The market price and liquidity ofthe market for shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directlyrelated to our operating performance. Some of the factors that could negatively affect the market price of our shares include:

Asnoted above, market factors unrelated to our performance could also negatively impact the market price of our shares. One of the factorsthat investors may consider in deciding whether to buy or sell our shares is our distribution rate as a percentage of our shareprice relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rateor seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capitalmarkets can affect the market value of our shares. For instance, if interest rates rise, it is likely that the market price of our shareswill decrease as market rates on interest-bearing securities increase.

Shareseligible for future sale may have adverse effects on our share price.

Salesof substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for ourshares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes.We are not required to offer any such shares to existing shareholders on a preemptive basis. Therefore, it may not be possible for existingshareholders to participate in such future share issuances, which may dilute the existing shareholders’ interests in us.

Ifwe take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under the JOBSAct, the information that we provide to shareholders may be different than they might receive from other public companies.

Asa company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”under the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements thatare otherwise applicable generally to public companies. The Company has elected not to use the extended transition period for complyingwith new or revised financial accounting standards but does still have reduced reporting requirements. These provisions include:

Wemay take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company.We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenues, we have more than $700 millionin market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-yearperiod. We may choose to take advantage of some but not all of these reduced burdens. We may elect to take advantage of other reducedreporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than youmight receive from other public reporting companies in which you hold equity interests.

Ifwe fail to comply with the rules and regulations under the Sarbanes-Oxley Act, our operating results, our ability to operate our businessand investors’ views of us may be harmed.

Section 404of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and attestationsof the effectiveness of internal controls by independent auditors. Ensuring that we have adequate internal financial and accounting controlsand procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effortthat will need to be evaluated frequently. As of December 31, 2020, the Company’s Principal Executive Officer and Principal Financialand Accounting Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures werenot effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files withthe SEC is recorded, processed, summarized, and reported within the time periods specified by the Exchange Act rules and regulations.Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act couldhave a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports,which could have an adverse effect on the price of our common stock. In addition, our efforts to comply with the rules and regulationsunder the Sarbanes-Oxley or new or changed laws, regulations, and standards may differ from the activities intended by regulatory orgoverning bodies due to ambiguities related to practice. Regulatory authorities may investigate transactions disclosed in our “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” and if legal proceedings are initiated against us,it may harm our business.

Wedo not anticipate paying any cash dividends on our capital stock in the foreseeable future.

Wecurrently intend to retain all of our future earnings to finance the growth and development of our business, and therefore, we do notanticipate paying any cash dividends on our capital stock in the foreseeable future. We believe it is likely that our board of directorswill continue to conclude, that it is in the best interests of the Company and its shareholders to retain all earnings (if any) for thedevelopment of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result,capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Therights of the holders of common stock may be impaired by the potential issuance of preferred stock.

Pursuantto the Articles of Merger, filed with the Nevada Secretary of State on September 7, 2019, our board of directors has the right, withoutshareholder approval, to issue preferred stock with voting, dividend, conversion, liquidation, or other rights which could adverselyaffect the voting power and equity interest of the holders of common stock, which could be issued with the right to more than one voteper share, and could be utilized as a method of discouraging, delaying, or preventing a change of control. The possible negative impacton takeover attempts as a result of the issuance of such preferred stock could also adversely affect the price of our common stock.

OnOctober 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 PreferredStock (“Series B”). Pursuant to the terms of the Designation, holders of the Series B shall be entitled to dividends, a liquidationpreference and shall have conversion rights. Each share of Series B shall be convertible into 1 share of Common Stock, on or after thetwelve-month anniversary of the Original Issue Date at the option of the Holder thereof, for a total not to exceed 1,000,000 shares ofCommon Stock. The holders of the Series B shall have no voting rights.

OnFebruary 2, 2021, the Company filed an Amendment to the Certificate of Designation (the “Amendment”) for the Company’sSeries B Convertible Preferred Stock (“Preferred Stock”). Under the Amendment, eachshare of Preferred Stock shall entitle the holder thereof to vote on all matters voted on by the holders of Common Stock, voting togetheras a single class with other shares entitled to vote at all meetings of the stockholders of the Corporation. With respect to any suchvote, each share of Preferred Stock shall entitle the holder thereof to cast the number of votes equal to the number of whole sharesof Common Stock into which such shares of Preferred Stock are then convertible (the “Conversion Shares”). Such right maybe exercised at any annual meeting or special meeting, or pursuant to any written consent of stockholders.

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price,and trading volume could decline.

Thetrading market for our common stock will depend in part on the research and reports that securities or industry analysts publish aboutus or our business. Securities and industry analysts do not currently, and may never, publish research on us. If no or too few securitiesor industry analysts commence coverage of us, the trading price for our stock would likely be negatively impacted. In the event securitiesor industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorableresearch about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publishreports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

RiskRelated to this Offering

Futuresales of additional shares of our common stock or securities convertible into shares of our common stock may dilute our shareholders’ownership in us and may adversely affect us or the trading price of our common stock.

Weare generally not restricted from issuing additional shares of our common stock up to the authorized number of shares set forth in ourcharter. We may issue additional shares of our common stock or securities convertible into our common stock in the future pursuant tocurrent or future employee stock incentive plans, employee stock grants, or in connection with future acquisitions or financings. Wecannot predict the size of any such future issuances or the effect, if any, that any such future issuances will have on the trading priceof our common stock. Any such future issuances of shares of our common stock or securities convertible into common stock may have a dilutiveeffect on the holders of our common stock and could have a material negative effect on the trading price of our common stock.

Futuresales of shares of our common stock could lower the trading price of our common stock, and any additional capital raised by us throughthe sale of additional equity or convertible debt securities may dilute our shareholders’ ownership in us and may adversely affectus or the trading price of our common stock.

Wemay issue additional shares of common stock or other securities in primary offerings and the Selling Shareholders may resell shares ofour common stock in subsequent secondary offerings. We cannot predict the size of additional issuances or future resales of shares ofour common stock or convertible securities, the offering price in any such issuance or resale or the effect, if any, that additionalissuances or future resales will have on the trading price of our common stock. Additional issuances and resales of substantial amountsof our common stock or convertible securities, or the perception that such additional issuances or resales could occur, may adverselyaffect prevailing trading prices for our common stock.

Thetrading price of our common stock could be volatile.

Thetrading price of our common stock may be volatile and could be subject to wide fluctuations in price in response to various factors,some of which are beyond our control. In addition, if the market for stocks in our industry, or the stock market in general, experiencesa loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business and operations.If the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costlyto defend and a distraction to management, which could materially adversely affect our assets, business, cash flows, condition (financialor otherwise), credit quality, financial performance, liquidity, long-term performance goals, prospects, and results of operations.

Becausethe risk factors referred to above, as well as other risks not mentioned above, could cause actual results or outcomes to differ materiallyfrom those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements.Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to update any forward-lookingstatement to reflect events or circumstances after the date on which such statement is made or reflect the occurrence of unanticipatedevents. New factors emerge from time to time, and it is not possible for us to predict which ones will arise. In addition, we cannotassess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual resultsto differ materially from those contained in any forward-looking statements. 

USEOF PROCEEDS

Weare not selling any of the shares of common stock being offered by this prospectus and will receive no proceeds from the sale of theshares by the Selling Shareholders. We will, however, receive the exercise price of the Warrants, if and when such warrants are exercisedfor cash by the holders of such warrants. All of the proceeds from the sale of common stock offered by this prospectus will go to theSelling Shareholders at the time they offer and sell such shares.

Wewill pay the expenses of registration of the shares of our common stock covered by this prospectus, including legal and accounting fees.

PRIVATEPLACEMENT OF EQUITY SECURITIES 

July2021 Hudson Bay Senior Secured Convertible Note

OnJuly 22, 2021 (the “Effective Date”), Vinco Ventures, Inc. (the “Company”) consummated the closing of a privateplacement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “Purchase Agreement”)entered into by the Company on July 22, 2021 with one accredited investor (the “Investor”), the Company issued a Senior SecuredConvertible Note in the amount of $120,000,000 for the purchase price of $100,000,000 ($20,000,000 OID)(the “Note”) and five(5) year warrants (the “Warrant”) to purchase shares of the Company’s common stock, par value $0.001 per share (“CommonStock”).

TheNote shall carry no interest unless and until an event of default shall occur and matures on July 22, 2022. The Note contains a voluntaryconversion mechanism whereby the Noteholder may convert at any time after the Issuance Date, in whole or in part, the outstanding principaland interest under the Note into shares of the Common Stock at a conversion price of $4.00 per share (the “Conversion Shares”).The Note shall be a senior secured obligation of the Company and its subsidiaries. The Note contains customary events of default (eachan “Event of Default”). If an Event of Default occurs, interest under the Note will accrue at a rate of twelve percent (18%)per annum and the outstanding principal amount of the Note, plus accrued but unpaid interest, liquidated damages and other amounts owingwith respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completion of aChange of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portion of theNote in cash at a price in accordance with the terms of the Note.

Pursuantto the Purchase Agreement, the Investor received a Warrant in an amount equal to 100% of the shares of Common Stock initially issuableto the Investor pursuant to the conversion terms of the Investor’s Note. The Warrant contains an exercise price of $4.00 per share,subject to adjustments as provided under the terms of the Warrant. In connection with the closing of the Offering, the Warrant was issuedfor an aggregate of 30,000,000 shares of Common Stock (the “Warrant Shares”).

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date  of the Purchase Agreement to register the Conversion Shares andWarrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the RegistrationStatement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 daysfollowing the Closing Date if the Registration Statement receives comments from the Commission.

PalladiumCapital Group, LLC. (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cashcompensation of $1,000,000 plus a Note of $8,000,000 which is deferred and only due upon the closing of the merger (8% of the gross proceedsto the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses).

June2021 BHP Capital NY Warrant Exercise

In January 2021, theCompany sold a total of 1,500,000 shares of common stock at a purchase price of $2.20 per share (the “SPA Shares”) to anaccredited investor (the “Investor). The aggregate amount sold in the private placement (the “SPA Financing”) was $3,300,000.Pursuant to the January SPA, the Company issued five (5) year warrants (the “January Warrants”) to the Investor representingthe right to acquire an aggregate of 1,500,000 shares of the Company’s common stock, $0.001 par value per share (the “CommonStock”). The January Warrants contain an exercise price of $2.20 per share.

On June 4, 2021, the Company entered into a warrantexercise agreement (the “Agreement”) with BHP Capital NY Inc. (“BHP”) who agreed to exercise a portion of theJanuary Warrants and the Company agreed to issue additional warrants, to purchase shares of Common Stock at a per-share exercise priceequal to $3.20 (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 (the “RegistrationRights 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 shallpay 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 (asadjusted for any share split or similar transaction after the date hereof) (the “Exercised Warrant Shares”) and (ii) theCompany shall issue and deliver Incentive Warrants to BHP to initially purchase an aggregate number of shares equal to the number ofExercised Warrant Shares, which number of shares shall be subject to adjustment upon the exercise of further shares pursuant to the JanuaryWarrants.

The June 2021 Warrant Agreement includes customaryrepresentations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and terminationprovisions.

June2021 Hudson Bay Warrant Exercise

OnJanuary 21, 2021, the Company entered into that certain securities purchase agreement dated January 21, 2021 (the “January SPA”)with an accredited investor (the “Investor” and, together with the Company, the “Parties”). Pursuant to the JanuarySPA, the Company issued five (5) year warrants (the “January Warrants”) to the Investor representing the right to acquirean aggregate of 15,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). TheJanuary Warrants contain an exercise price of $2.00 per share.

OnFebruary 23, 2021, the Company entered into that certain securities purchase agreement dated February 18, 2021 (the “February SPA”)with the Investor. Pursuant to the February SPA, the Company issued five (5) year warrants (the “February Warrants” and togetherwith the January Warrants, the “Existing Warrants”) to the Investor representing the right to acquire an aggregate of 18,568,188shares of Common Stock. The February Warrants contain an exercise price of $3.722 per share.

OnJune 4, 2021, the Company entered into a warrant exercise agreement (the “June 2021 Warrant Agreement”) with the Investorwhereby 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 June 2021 Warrant Agreement. At theClosing (as defined in Section 2 of the June 2021 Agreement), the parties shall execute and deliver a registration rights agreement,(the “Registration Rights Agreement”), pursuant to which the Company will agree to register the shares of Common Stock underlyingthe Incentive Warrants.

Subjectto the terms of June 2021 Agreement, the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase zeroshares of Common Stock, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a 1.75-for-onebasis for the additional exercise of each Existing Warrant on or prior to July 7, 2021.

TheJune 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expenseand reimbursement obligations and termination provisions.

OnJuly 7, 2021, the Company entered into an Amendment to the June 2021 Warrant Agreement (the “Amendment Agreement”). Underthe terms of the Amendment Agreement, the exercise date for the June Warrants has been extended to August 9, 2021 (the “AdjustmentDate”).

May2021 Hudson Bay Warrant Exercise

OnJanuary 21, 2021, the Company entered into that certain securities purchase agreement dated January 21, 2021 (the “January SPA”)with an accredited investor (the “Investor” and, together with the Company, the “Parties”). Pursuant to the JanuarySPA, the Company issued five (5) year warrants (the “January Warrants”) to the Investor representing the right to acquirean aggregate of 15,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). TheJanuary Warrants contain an exercise price of $2.00 per share.

OnMay 24, 2021, the Company entered into a warrant exercise agreement (the “May 2021 Warrant Agreement”) with the Investorwho agreed to exercise 2,870,000 shares of Common Stock underlying 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 $3.20 (the “Incentive Warrants”, all pursuant tothe terms and conditions set forth in the May 2021 Warrant Agreement. At the Closing (as defined in Section 2(b) of the May 2021 WarrantAgreement), the parties shall execute and deliver a registration rights agreement, (the “Registration Rights Agreement”),pursuant to which the Company will agree to register the shares of Common Stock underlying the Incentive Warrants.

Subjectto the terms of May 2021 Warrant Agreement, (i) the Investor shall pay to the Company an amount equal to the exercise price of the JanuaryWarrants in effect as of the date of such exercise multiplied by 2,870,000 shares (as adjusted for any share split or similar transactionafter the date hereof) (the “Exercised Warrant Shares”) and (ii) the Company shall issue and deliver Incentive Warrants tothe Investor to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of sharesshall be subject to adjustment, including the provision of Incentive Warrants on a one-for-one basis for the additional exercise of eachJanuary Warrant on or prior to June 1, 2021.

TheMay 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expenseand reimbursement obligations and termination provisions.

February2021 Hudson Bay Senior Convertible Note

OnFebruary 23, 2021, the Company consummated the closing of a private placement offering (the “Offering”) whereby pursuantto the Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company on February 18, 2021 with oneaccredited investor, the Company issued a Senior Convertible Note for the purchase price of $10,000,000 (the “Note”) anda five (5) year warrant (the “Warrant”) to purchase 18,568,188 shares of the Company’s common stock at an exerciseprice of $3.722 per share. The Warrant expires on the five-year anniversary of the issuance date of the Warrant.

Asdiscussed further below, the Company issued a warrant to the placement agent granting the Holder the right to purchase 1,650,346 sharesof the Company’s common stock at an exercise price of $3.722 with an expiration date of February 23, 2026.

RegistrationRights

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “RegistrationStatement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commissionwithin 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the RegistrationStatement receives comments from the Commission.

PlacementAgreement

PalladiumCapital Group, LLC (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cash compensationof $900,000 (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses).The Placement Agent also received a Warrant granting the Holder the right to purchase 1,650,346 shares of the Company’s commonstock at an exercise price of $3.722 with an expiration date of February 23, 2026.

January2021 Hudson Bay Senior Convertible Note

OnJanuary 25, 2021, the Company consummated the closing of a private placement offering (the “Offering”) whereby pursuant tothe Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company on January 21, 2021 with one accreditedinvestor, the Company issued a Senior Convertible Note for the purchase price of $12,000,000 (the “Note”) and a five (5)year warrant (the “Warrant”) to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $2.00per share. The Warrant expires on the five-year anniversary of the issuance date of the Warrant.

Asdiscussed further below, the Company issued a warrant to the placement granting the Holder the right to purchase 480,000 shares of theCompany’s common stock at an exercise price of $2.00 with an expiration date of January 25, 2026.

RegistrationRights

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “RegistrationStatement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commissionwithin 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the RegistrationStatement receives comments from the Commission.

PlacementAgreement

PalladiumCapital Group, LLC (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cash compensationof $1,080,000 (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountableexpenses). The Placement Agent also received a Warrant in an amount equal to 8% of the shares of Common Stock initially issuable to eachInvestor pursuant to the Investor’s Note.

2021BHP Securities Purchase Agreement

InJanuary 2021, the Company sold a total of 1,500,000 shares of common stock at a purchase price of $2.20 per share (the “SPA Shares”)to an accredited investor (the “Investor). The aggregate amount sold in the private placement (the “SPA Financing”)was $3,300,000. Pursuant to the January SPA, the Company issued five (5) year warrants (the “January Warrants”) to theInvestor representing the right to acquire an aggregate of 1,500,000 shares of the Company’s common stock, $0.001 par value pershare (the “Common Stock”). The January Warrants contain an exercise price of $2.20 per share.

RegistrationRights

TheCompany also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The RegistrationRights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”)a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “RegistrationStatement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commissionwithin 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the RegistrationStatement receives comments from the Commission.

DIVIDENDPOLICY

Wehave not historically declared dividends on our common stock, and we do not currently intend to pay dividends on our common stock. Thedeclaration, amount, and payment of any future dividends on shares of our common stock, if any, will be at the sole discretion of ourboard of directors, out of funds legally available for dividends. As a Nevada corporation, we are not permitted to pay dividends if,after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or ourtotal assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we weredissolving.

Ourability to pay dividends to our shareholders in the future will depend upon our liquidity and capital requirements, as well as our earningsand financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligationssenior to our common stock, and other factors deemed relevant by our board of directors.

DETERMINATIONOF OFFERING PRICE

Theprices at which the shares of common stock are covered by this prospectus may actually be sold will be determined by the prevailing publicmarket price for shares of our common stock, by negotiations between the Selling Shareholders and buyers of our common stock in privatetransactions or as otherwise described in “Plan of Distribution.”

MARKETFOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

MarketInformation

OnMay 3, 2018, our common stock began trading on The Nasdaq Capital Market under the symbol of “XSPL”, which was subsequentlychanged to “EDNT” on September 13, 2018 and ‘BBIG” on November 12, 2020.

Holdersof Record

TheCompany had approximately 337 holders of record of our common stock as of July 22, 2021.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

PLANOF DISTRIBUTION

EachSelling Shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of theirsecurities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securitiesare traded or in private transactions. These sales may be at fixed or negotiated prices. The Company will not receive any of the proceedsfrom the sale by the Selling Shareholders. A Selling Shareholder may use any one or more of the following methods when selling securities:

TheSelling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,rather than under this prospectus.

Broker-dealersengaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not inexcess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup ormarkdown in compliance with FINRA IM-2440.

Inconnection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions theyassume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loanor pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into optionor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require thedelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

TheSelling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealersor agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding,directly or indirectly, with any person to distribute the securities.

TheCompany is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Companyhas agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities underthe Securities Act.

Weagreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be freely resold by the SellingShareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirementfor the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule ofsimilar effect, or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act orany other rule of similar effect, under circumstances in which any legend borne by such securities relating to restrictions on transferabilitythereof, under the Securities Act or otherwise, is removed. The resale securities will be sold only through registered or licensed brokersor dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby maynot be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualificationrequirement is available and is complied with.

Underapplicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneouslyengage in market making activities with respect to the securities for the applicable restricted period, as defined in Regulation M, priorto the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the ExchangeAct and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the securitiesby the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and haveinformed them of the need to deliver a copy of this prospectus to each purchaser of the securities at or prior to the time of the sale(including by compliance with Rule 172 under the Securities Act).

SELLINGSHAREHOLDERS FOR WHOSE ACCOUNTS WE ARE REGISTERING SHARES

Thisprospectus covers the resale from time to time by the selling shareholders and future shareholders identified in the table below of upto 44,099,875 shares of our common stock, which were issued in various transactions exempt from registration under the SecuritiesAct, as follows:

Theshares to be offered by the Selling Shareholders named in this prospectus are “restricted” securities under applicable federaland state securities laws and are being registered under the Securities Act to give those Selling Shareholders the opportunity to publiclysell these shares, if they elect to do so. The registration of these shares does not require that any of the shares be offered or soldby the Selling Shareholders. We are registering the shares in order to permit the Selling Shareholders to offer the shares for resalefrom time to time. For additional information regarding these shares, see “Private Placement of Securities” above.

Thisprospectus generally covers the maximum number of shares of Common Stock issuable upon exercise of the Warrants, without regard to anylimitations on the exercise of the of the Warrants.

Thetable below lists the Selling Shareholders and other information regarding the beneficial ownership of shares of common stock by eachof the Selling Shareholders. The first column in the table below lists the name of each Selling Shareholder. The second column liststhe number of shares of common stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of common stock,as of July 22, 2021.

Thefourth column lists the shares of common stock being offered by this prospectus by the Selling Shareholders.

Inaccordance with the terms of a registration rights agreement between the Company and the Selling Shareholders, this prospectus generallycovers the resale of all shares of common stock held by the Selling Shareholders. The fourth column assumes the sale of all of the sharesoffered by the Selling Shareholders pursuant to this prospectus.

TheSelling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

*Less than 1%

(i)These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time (andtherefore, offer for resale at any one time).

(ii) The percentage ofbeneficial ownership is based on 173,205,212 shares of our common stock outstanding as of July 22, 2021, which includes 59,957,241shares of common stock outstanding, 2,063,132 shares of common stock issuable under a Senior Convertible Note issued in the February2021 Hudson Bay financing, 4,600,000 shares of common stock issuable under a warrant issued in connection with the February 2021Hudson Bay financing, 1,500,000 shares of common stock issuable under an incentive warrant issued in connection with the June 2021BHP warrant exercise, 1,650,346 shares of common stock issuable upon exercise of a warrant issued in connection with the placementof the February 2021 Hudson Bay financing, 15,000,000 shares of common stock issuable under an incentive warrant issued inconnection with the May 2021 Hudson Bay warrant exercise, 24,444,329 shares of common stock issuable under an incentive warrantissued in connection with the June 2021 Hudson Bay warrant exercise, 1,200,000 shares of common stock issuable upon exercise of awarrant issued in connection with the placement of the May 2021 Hudson Bay warrant exercise, 1,955,546 shares of common stockissuable upon exercise of a warrant issued in connection with the placement of the June 2021 Hudson Bay warrant exercise, 30,000,000shares of common stock issuable under a Senior Secured Convertible Note issued in the July 2021 Hudson Bay financing, 30,000,000shares of common stock issuable under a warrant issued in connection with the July 2021 Hudson Bay financing, 80,000 shares ofcommon stock issuable upon the exercise of an option issued to one of our executives and 764,618 shares of common stock issuableupon conversion of the Company’s Series B Convertible Stock.

(iii)Assumes that all securities registered within this offering will be sold. Assumes that all securities registered for Hudson Bay MasterFund, Ltd and Palladium Capital Group, LLC in the Registration Statement on Form S-1 dated April 30, 2021, will be sold.

(iv) Hudson Bay CapitalManagement LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. SanderGerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Eachof Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. Includes 2,063,132 shares ofcommon stock issuable upon conversion of the February 2021 Hudson Bay Senior Convertible Note, 4,600,000 shares ofcommon stock issuable upon exercise of the February 2021 Hudson Bay warrant, 15,000,000 shares of common stock issuable uponexercise of the May 2021 Hudson Bay incentive warrant, 24,444,329 shares of common stock issuable upon exercise of the June 2021Hudson Bay incentive warrant, 30,000,000 shares of common stock issuable upon conversion of the July 2021 Hudson Bay Senior Secured ConvertibleNote and 30,000,000 shares of common stock issuable upon exercise of the July 2021 Hudson Bay warrant.

(v) Joel Padowitz is the Managing Member of Palladium Capital Group, LLC. Includes 1,640,346shares of common stock underlying a warrant issued in connection with the placement of the February 2021 Hudson Bay Financing, 1,200,000shares of common stock underlying a warrant issued in connection with the placement of the May 2021 Hudson Bay Warrant Exercise and 1,955,546shares of common stock underlying a warrant issued in connection with the placement of the June 2021 Hudson Bay warrant exercise.

(vi) Bryan Pantofel is thePresident of BHP Capital NY Inc. Includes 1,500,000 shares of common stock issuable upon exercise of the June 2021BHP Capital NY Inc. incentive warrant.

Relationshipwith Selling Shareholders

Toour knowledge, none of the Selling Shareholders had any position, office, or other material relationship with us or any of our affiliateswithin the past three years.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF

FINANCIALCONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion and analysis of our financial condition and results of operations for the years ended December 31, 2020 and 2019should be read in conjunction with the information included under “Business,” “Selected Consolidated Financial Data”and our consolidated financial statements and the accompanying notes included elsewhere in this registration statement. The discussionand analysis below are based on comparisons between our historical financial data for different periods and include certain forward-lookingstatements about our business, operations and financial performance. These forward-looking statements are subject to risks, uncertainties,assumptions and other factors described in “Risk Factors.” Our actual results may differ materially from those expressedin, or implied by, those forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Overview

Asused herein, the terms the “Company,” “Vinco Ventures” “we,” “us,” “our”and similar refer to Vinco Ventures, Inc. (f/k/a Edison Nation, Inc.), a Nevada corporation incorporated on July 18, 2017 under the lawsof the State of Nevada as Idea Lab X Products, Inc. and also formerly known as Xspand Products Lab, Inc. prior to its name change onSeptember 12, 2018, and/or its wholly-owned and majority-owned operating subsidiaries. On November 5, 2020, the Company (the “Parent”)and its wholly owned subsidiary, Vinco Ventures, Inc. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the“Agreement”). Under the terms of the Agreement, the Merger Sub merged with and into the Parent and the Parent became thesurviving corporation of the Merger (the “Surviving Corporation”). The name of the Surviving Corporation became Vinco Ventures,Inc. The transaction closed on November 10, 2020.

VincoVentures is a vertically-integrated, end-to-end, consumer product research & development, manufacturing, sales and fulfillment company.The Company’s proprietary web-enabled platform provides a low risk, high reward platform and process to connect innovators of newproduct ideas with potential licensees.

Asof December 31, 2020, Vinco Ventures had six wholly-owned subsidiaries: TBD Safety, LLC (“TBD”), Scalematix, LLC (“Scalematix”),Ferguson Containers, Inc. (“Fergco”), CBAV1, LLC (“CB1”), Pirasta, LLC (“Pirasta”) and Edison NationHoldings, LLC. Vinco Ventures owns 50% of Best Party Concepts, LLC, Ed Roses, LLC and Global Clean Solutions, LLC, all of which are consolidatedas VIE’s with noncontrolling interests. Edison Nation Holdings, LLC is the single member of Edison Nation, LLC and Everyday Edisons,LLC. Edison Nation, LLC is the single member of Safe TV Shop, LLC.

COVID-19

COVID-19has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activitiesby businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through businessand transportation shutdowns and restrictions on people’s movement and congregation.

Asa result of the pandemic, we have experienced, and continue to experience, weakened demand for our traditional products. Many of ourcustomers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantlyreduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition,the pandemic has reduced foot traffic in the stores where our products are sold that remain open, and the global economic impact of thepandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods.

Inthe United States and Asia, many of our key accounts remain closed or are operating at significantly reduced volumes. As a result, wehave made the strategic decision to expand our operations through our Edison Nation Medical (“Ed Med”) division. ThroughEd Med, the Company wholesales Personal Protective Equipment (“PPE”) products through an online portal for hospitals, governmentagencies and distributors.

Giventhese factors, the Company anticipates that the greatest impact from the COVID-19 pandemic in fiscal 2020 occurred in the first quarterof 2020 and resulted in a net sales decline as compared to the first quarter of 2019. The Company was able to recover in the second quarterand third quarter of 2020 related to sales of personal protective equipment and a rebound of some of our legacy product business.

Inaddition, certain of our suppliers and the manufacturers of certain of our products were adversely impacted by COVID-19. As a result,we faced delays or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able tofind alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitabilityand financial condition.

Wehave taken actions to protect our employees in response to the pandemic, including closing our corporate offices and requiring our officeemployees to work from home. At our distribution centers, certain practices are in effect to safeguard workers, including a staggeredwork schedule, and we are continuing to monitor direction from local and national governments carefully. Additionally, our two retaillocations have been closed until further notice.

Asa result of the impact of COVID-19 on our financial results, and the anticipated future impact of the pandemic, we have implemented costcontrol measures and cash management actions, including:

●Furloughing a significant portion of our employees; and

●Implementing 20% salary reductions across our executive team and other members of upper-level management; and

●Executing reductions in operating expenses, planned inventory levels and non-product development capital expenditures; and

●Proactively managing working capital, including reducing incoming inventory to align with anticipated sales.

Componentsof our Results of Operations

Revenues

Wesell consumer products across a variety of categories, including toys, plush, homewares and electronics, to retailers, distributors andmanufacturers. We also sell consumer products directly to consumers through e-commerce channels. Our Edison Nation Medical operationsells Personal Protective Equipment (“PPE”) to governmental agencies, medical institutions and to distributors.

Costof Revenues

Ourcost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs,depreciation, overhead and shipping and handling costs. Our Edison Nation Medical operation sells Personal Protective Equipment (“PPE”)to governmental agencies, medical institutions and to distributors.

Selling,General and Administrative Expenses

Selling,general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.

RentalIncome

Weearn rental income from a month-to-month lease on a portion of the building located in Washington, New Jersey that we own.

InterestExpense, Net

Interestexpense includes the cost of our borrowings under our debt arrangements.

Resultsof Operations

ThreeMonths Ended March 31, 2021 versus Three Months Ended March 31, 2020

Thefollowing table sets forth information comparing the components of net (loss) income for the three months ended March 31, 2021 and 2020:

Revenue

Forthe three months ended March 31, 2021, revenues increased by $611,816 or 31.32%, as compared to the three months ended March 31, 2020.The increase was primarily the result of increase in business operations due to our Honey Badger subsidiary and corrugated box business.

Costof Revenues

Forthe three months ended March 31, 2021, cost of revenues increased by $289,662 or 21.24%, as compared to the three months ended March31, 2020. The increase was primarily attributable to the increase in total consolidated revenues.

GrossProfit

Forthe three months ended March 31, 2021, gross profit increased by $322,154, or 54.64%, as compared to the three months ended March 31,2020. The increase was primarily a result of the decrease in revenues.

OperatingExpenses

Selling,general and administrative expenses were $11,660,880 and $3,288,949 for the three months ended March 31, 2021 and 2020, respectively,representing an increase of $8,371,931, or 254.55%. The increase was primarily the result of an increase in stock-based compensation.

RentalIncome

Rentalincome was $25,704 for both the three months ended March 31, 2021 and 2020.

Interestexpense was $12,694,933 for the three months ended March 31, 2021 versus $723,957 in the previous three months ended March 31, 2020.The increase in interest expense was related to the two financings in the first quarter of $22,000,000 which included the issuance ofwarrants and beneficial conversion features that were amortized and included as part of interest expense.

Losson issuance of warrants and change in fair value of warrants

Losson issuance of warrants was $75,156,534 and $0 for the three months ended March 31, 2021 and 2020, respectively. The issuance of warrantswas related to the issuance of warrants in connection with the three private placements completed in the first quarter of 2021. Changein fair value of warrants was a gain of 36,381,542 and $0 for the three months ended March 31, 2021 and 2020, respectively. The changein fair value of warrants was related to a reduction in the warrant liability due to a change in the underlying assumptions of the Black-Scholesmodel, mostly related to a decrease in the Company’s share price.

Incometax expense

Incometax expense was $0 and $0 for the three months ended March 31, 2021 and 2020, respectively.

Non-GAAPMeasures

EBITDAand Adjusted EBITDA

TheCompany defines EBITDA as net loss before interest, taxes and depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA,further adjusted to eliminate the impact of certain non-recurring items and other items that we do not consider in our evaluation ofour ongoing operating performance from period to period. These items will include stock-based compensation, restructuring and severancecosts, transaction costs, acquisition costs, certain other non-recurring charges and gains that the Company does not believe reflectsthe underlying business performance.

Forthe three months ended March 31, 2021 and 2020, EBITDA and Adjusted EBITDA consisted of the following:

EBITDAand Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in theUnited States of America (“U.S. GAAP”). Management believes that because Adjusted EBITDA excludes (a) certain non-cash expenses(such as depreciation, amortization and stock-based compensation) and (b) expenses that are not reflective of the Company’s coreoperating results over time (such as restructuring costs, litigation or dispute settlement charges or gains, and transaction-relatedcosts), this measure provides investors with additional useful information to measure the Company’s financial performance, particularlywith respect to changes in performance from period to period. The Company’s management uses EBITDA and Adjusted EBITDA (a) as ameasure of operating performance, (b) for planning and forecasting in future periods, and (c) in communications with the Company’sboard of directors concerning the Company’s financial performance. The Company’s presentation of EBITDA and Adjusted EBITDAare not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation and shouldnot be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presentedin accordance with U.S. GAAP. Instead, management believes EBITDA and Adjusted EBITDA should be used to supplement the Company’sfinancial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.

AlthoughAdjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitationsas an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determinedin accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are (a) they do not reflect theCompany’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’sdebt, (b) they do not reflect future requirements for capital expenditures or contractual commitments, and (c) although depreciationand amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future,and non-GAAP measures do not reflect any cash requirements for such replacements.

YearEnded December 31, 2020 versus Year Ended December 31, 2019

Thefollowing table sets forth information comparing the components of net loss for the years ended December 31, 2020 and 2019:

Revenue

Forthe year ended December 31, 2020, revenues increased by $3,257,887 or 26.01%, as compared to the year ended December 31, 2019. The increasewas primarily attributable to increases in the sale of personal protective equipment due to the COVID-19 pandemic and Corrugated throughour Ferguson Containers, Inc.

Costof Revenues

Forthe year ended December 31, 2020, cost of revenues increased by $3,879,805 or 51.57%, as compared to the year ended December 31, 2019.The increase was primarily attributable to the increase in total consolidated revenues. The increase was primarily attributable to theincrease in revenues.

GrossProfit

Forthe year ended December 31, 2020, gross profit decreased by $612,918, or 12.28%, as compared to the year ended December 31, 2019. Thedecrease was primarily attributable to the lower margin products during 2020 related to the sale of personal protective equipment. TheCompany’s higher margin branded business was down during the year due to the impacts of COVID-19.

OperatingExpenses

Selling,general and administrative expenses were $12,280,192 and $14,085,195 for the years ended December 31, 2020 and 2019, respectively, representinga decrease of $1,805,003, or 12.81%. The decrease was primarily attributable to reductions in workforce and reduced spending due to costcontrolling measures. Decreases included payroll and related costs of $692,443, travel of $295,122, freight and postage of 131,152 andprofessional fees of $2,199,605. The expense was offset by increases in stock-based compensation expense of $1,166,848, bad debts of$123,385 and selling expenses of $384,039.

Impairment

Forthe year ended December 31, 2019, impairment charges of $4,443,000 relate to an impairment charge related to our annual impairment assessment.The amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. There wereno impairment charges for the year ended December 31, 2020.

Gainon Change in Fair Value of Earnout

Forthe year ended December 31, 2019, a gain of $520,000 was recognized related to a change in fair value of the earnout liability. The decreasein the earnout is due to decreased actual revenues as compared to anticipated revenues at the time of acquisition of the Cloud B businessin 2019 and going forward. The impairment above was attributable to the lower than anticipated revenues going forward.

RentalIncome

Rentalincome was $102,815 for both the years ended December 31, 2020 and 2019.

Interestexpense

Interestexpense was $3,378,131 for the year ended December 31, 2020 versus $1,299,153 in the previous year ended December 31, 2019. The increasein interest expense was related to increased borrowings of debt during 2020.

Incometax expense

Incometax expense was $19,197 for the year ended December 31, 2020, an increase of $41,552 or 185.72%, compared to a benefit of $22,373 forthe year ended December 31, 2019. The increase from an income tax benefit to income tax expense is due to current year state income taxesin 2020 versus current year state income taxes in 2019 offset by a refund for required payments for estimated foreign income taxes.

NetIncome (Loss) from discontinued operations

Income(loss) from discontinued operations represents the operations of divestiture of SRM Entertainment Limited. Income (Loss) from discontinuedoperations increased to a $0.6 million loss in Fiscal 2020, compared to a loss of $0.008 million in Fiscal 2019.

Gainon Divestiture from discontinued operations

Gainfrom divestiture from discontinued operations represents the gain recognized on the sale of SRM Entertainment Limited, which consistedof 200,000 shares of common stock of a NASDAQ listed company and the net liabilities disposed of due to the sale.

Non-GAAPMeasures

EBITDAand Adjusted EBITDA

TheCompany defines EBITDA as net loss before interest, taxes and depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA,further adjusted to eliminate the impact of certain non-recurring items and other items that we do not consider in our evaluation ofour ongoing operating performance from period to period. These items will include stock-based compensation, restructuring and severancecosts, transaction costs, acquisition costs, certain other non-recurring charges and gains that the Company does not believe reflectsthe underlying business performance.

Forthe years ended December 31, 2020 and 2019, EBITDA and Adjusted EBITDA consisted of the following: