Cover

Jul. 25, 2021

8-K/A

true

Vinco Ventures, Inc. (NASDAQ:BBIG) (“Vinco”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on July 25,, 2021 (the “Original Report”) to report that ZVV Media Partners, LLC (“ZVV”), a Delaware limited liability company (“ZVV”) owned 50% by Vinco and 50% by ZASH Global Media and Entertainment Corporation, a Delaware corporation (“ZASH”), had consummated the acquisition of an 80% interest in Lomotif Private Limited,. a private company limited by shares incorporated in Singapore (“Lomotif”).

Document Period End Date

Jul. 25, 2021

Entity File Number

001-38448

Entity Registrant Name

VINCO VENTURES, INC.

Entity Central Index Key

0001717556

Entity Tax Identification Number

82-2199200

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1 West Broad Street

Entity Address, Address Line Two

Suite 1004

Entity Address, City or Town

Bethlehem

Entity Address, State or Province

Entity Address, Postal Zip Code

18018

City Area Code

866

Local Phone Number

900-0992

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.001 par value per share

Trading Symbol

BBIG

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

true

Nevada		001-38448		82-2199200
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania		18018
(Address of principal executive offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

1.		The audited consolidated financial statements of Lomotif Pte. LTD as of December 31, 2020 and 2019 and for the years then ended, together with the notes thereto, are incorporated herein by reference and filed as Exhibit 99.1 hereto.

2.		The unaudited condensed consolidated financial statements of Lomotif Pte. LTD as of June 30, 2021 and December 31, 2020 and for the six months ended June 30, 2021 and 2020, together with the notes thereto, are incorporated herein by reference and filed as Exhibit 99.2 hereto.

Exhibit No.		Description of Document

99.1		Audited financial statements of Lomotif Pte. LTD as of and for the years ended December 31, 2020 and 2019.
99.2		Unaudited condensed statement of operations of Lomotif Pte. LTD as of June 30, 2021 and December 31, 2020 and for the six months ended June 30, 2021 and 2020.
99.3		The unaudited pro forma combined financial statements as of June 30, 2021 and for the six months ended June 30, 2021 and for the year ended December 31, 2020.

	Vinco Ventures, Inc.

	By:	/s/ Christopher B. Ferguson
		Christopher B. Ferguson
		Chairman and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Brett Vroman
		Brett Vroman
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

	●	Assessing the methodology used by the Company to value the stock options; and
	●	Evaluating the key inputs and assumptions underlying the Company’s valuation by performing an independent valuation of the stock options and comparing this to the amounts recorded by the Company.

	December 31,			December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	462,320		$	1,535,217
Receivables		167,234			493,823
Prepaid Expenses and other		747			171
Total current assets		630,301			2,029,211
Net property and equipment		62,833			75,482
Operating lease right-of-use asset, net		87,300			219,124
Deposits		38,194			37,743
Total assets	$	818,628		$	2,361,560

LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,456,429		$	648,776
Current portion of operating lease obligation		90,564			90,941
Total current liabilities		1,546,993			739,717

Paycheck Protection Program loan		65,700			-
Convertible Notes		1,470,321			-
Operating lease obligation, net of current portion		-			130,257
Total liabilities		3,083,014			869,974

Shareholders’ (deficit) equity
Common stock, no par value;
686,300 shares issued and outstanding at December 31, 2020
1,030,050 shares issued and outstanding at December 31, 2019		-			-
Preferred stock, no par value;
798,293 shares issued and outstanding at December 31, 2020 and 2019		-			-
Additional paid in capital		9,758,219			8,915,793
Accumulated deficit		(12,022,605	)		(7,424,207	)
Total shareholders’ (deficit) equity		(2,264,386	)		1,491,586
Total liabilities and shareholders’ equity	$	818,628		$	2,361,560

	2020			2019

Operating expenses	$	4,605,299		$	4,595,719
Operating loss		(4,605,299	)		(4,595,719	)
Other income (expense)
Interest income		269			20,985
Interest expense		(91,019	)		(4,338	)
Grant income		124,832			-
Foreign currency transaction (loss) gain		(27,181	)		5,231
Other		-			1,422
Total other income (expense), net		6,901			23,300

Net comprehensive loss	$	(4,598,398	)	$	(4,572,419	)

	Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Equity

Balances, January 1, 2019	$	8,725,750	$	(2,851,788	)	$	5,873,962
Issuance of warrants		140,589		-			140,589
Stock-based compensation		49,454		-			49,454
Net comprehensive loss		-		(4,572,419	)		(4,572,419	)
Balances, December 31, 2019		8,915,793		(7,424,207	)		1,491,586

Beneficial conversion feature on convertible notes issued		462,711		-			462,711
Issuance of warrants		241,010		-			241,010
Stock-based compensation		138,705		-			138,705
Net comprehensive loss		-		(4,598,398	)		(4,598,398	)
Balances, December 31, 2020	$	9,758,219	$	(12,022,605	)	$	(2,264,386	)

	2020			2019

Cash flows from operating activities:
Net loss	$	(4,598,398	)	$	(4,572,419	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		162,157			58,556
Amortization of debt discount		82,499			-
Issuance of warrants		241,010			140,589
Stock based compensation expense		138,705			49,454
Change in operating assets and liabilities which provided (used) cash
Accounts receivable		326,589			(493,823	)
Prepaid expenses and other		(576	)		(171	)
Deposits		(451	)		(37,743	)
Accounts payable and accrued expenses		807,653			468,886
Net cash used in operating activities		(2,840,812	)		(4,386,671	)

Cash flows from investing activities:
Purchase of property and equipment		(17,684	)		(85,167	)
Net cash provided by investing activities		(17,684	)		(85,167	)

Cash flows from financing activities:
Payments on operating lease obligation		(130,634	)		(42,368	)
Proceeds from the Paycheck Protection Program loan		65,700			-
Proceeds from the issuance of convertible notes payable		1,850,533			-
Net cash provided by (used in) financing activities		1,785,599			(42,368	)

Net decrease in cash and cash equivalents		(1,072,897	)		(4,514,206	)

Cash and cash equivalents, beginning of the year		1,535,217			6,049,423

Cash and cash equivalents, end of the year	$	462,320		$	1,535,217

Leasehold improvement	5 years

Computer equipment and software	3 years

Furniture and fixtures	3 years

	2020		2019
Property and equipment
Computer equipment and software	$	81,417	$	66,287
Leasehold improvements		27,484		27,484
Furniture and fixtures		5,394		5,394

Total		114,295		99,165
Less: accumulated depreciation		51,462		23,683

Net property and equipment	$	62,833	$	75,482

	2020			2019
Lease Assets
Operating leases – right-of- use assets	$	87,300		$	219,124

Weighted-average remaining lease term
Operating leases		1.50			2.50

Weighted-average discount rate
Operating leases		2.13	%		2.13	%

Liabilities
Current
Operating leases	$	90,564		$	90,941
Noncurrent
Operating leases		-			130,257
Total lease liabilities		90,564			221,198

	2020		2019
Operating lease cost
Amortization on right-of-use assets	$	131,824	$	44,442
Interest on lease liabilities		8,520		4,338
Total lease costs	$	140,344	$	48,780

Year Ended December 31	Operating Leases
2021	$	92,443
Total future undiscounted lease payments		92,443
Less amounts representing interest		1,879
Total reported lease liability	$	90,564

	Original Principal		Unamortized Discount		Carrying Value

Note issued on August 3, 2020 with a maturity date in August 2022 and an annual interest rate of 3%. The principal of the note automatically converts into common stock at a 20% discount based on the valuation at the time of a qualified financing round with accrued interest being forgone. In the event that a qualified financing round does not occur prior to the maturity date, the note plus interest can be redeemed for cash or the principal can be converted into common stock at a 20% discount based on the estimated value at that point in time	$	1,260,533	$	250,442	$	1,010,091
Note issued on September 24, 2020 with a maturity date in September 2022 and an annual interest rate of 3%. The principal of the note automatically converts into common stock at a 20% discount based on the valuation at the time of a qualified financing round with accrued interest being forgone. In the event that a qualified financing round does not occur prior to the maturity date, the note plus interest can be redeemed for cash or the principal can be converted into common stock at a 20% discount based on the estimated value at that point in time.	$	10,000	$	2,164	$	7,836
Note issued on October 5, 2020 with a maturity date in October 2022 and an annual interest rate of 3%. The principal of the note automatically converts into common stock at a 20% discount based on the valuation at the time of a qualified financing round with accrued interest being forgone. In the event that a qualified financing round does not occur prior to the maturity date, the note plus interest can be redeemed for cash or the principal can be converted into common stock at a 20% discount based on the estimated value at that point in time.	$	50,000	$	11,010	$	38,990
Note issued on September 24, 2020 with a maturity date in September 2022 and an annual interest rate of 3%. The principal of the note automatically converts into common stock at a 20% discount based on the valuation at the time of a qualified financing round with accrued interest being forgone. In the event that a qualified financing round does not occur prior to the maturity date, the note plus interest can be redeemed for cash or the principal can be converted into common stock at a 20% discount based on the estimated value at that point in time.	$	20,000	$	4,329	$	15,671
Note issued on October 5, 2020 with a maturity date in October 2022 and an annual interest rate of 3%. The principal of the note automatically converts into common stock at a 20% discount based on the valuation at the time of a qualified financing round with accrued interest being forgone. In the event that a qualified financing round does not occur prior to the maturity date, the note plus interest can be redeemed for cash or the principal can be converted into common stock at a 20% discount based on the estimated value at that point in time	$	500,000	$	110,103	$	389,897
Note issued on September 24, 2020 with a maturity date in September 2022 and an annual interest rate of 3%. The principal of the note automatically converts into common stock at a 20% discount based on the valuation at the time of a qualified financing round with accrued interest being forgone. In the event that a qualified financing round does not occur prior to the maturity date, the note plus interest can be redeemed for cash or the principal can be converted into common stock at a 20% discount based on the estimated value at that point in time	$	10,000	$	2,164	$	7,836
Total	$	1,850,533	$	380,212	$	1,470,321

Weighted average grant date fair value of warrant Issued during the year	$	9.35

Expected volatility		73.3	%

Risk-free interest rate		2.16	%

Expected life		2 years

Weighted average grant date fair value of warrants used during the year	$	10.45
Expected volatility		89.5	%
Risk-free interest rate		0.24	%
Expected life		9.25 years

	Shares			Weighted Average Exercise Price

Outstanding, beginning of year		51,846	$	0.02

Granted		20,577		$	16.21

Outstanding, end of year		72,423		$	4.10

Exercisable, end of year		28,218		$	2.13

Options expected to vest		72,423		$	4.10

	Shares		Weighted Average Exercise Price

Granted		51,846	$	0.02
Outstanding, end of year		51,846	$	0.02
Exercisable, end of year		24,541	$	0.02
Options expected to vest		51,846	$	0.02

	2020		2019

Trade payables	$	156,429	$	48,776
License fees		1,300,000		600,000

Total accounts payable and accrued liabilities	$	1,456,429	$	648,776

	2020		2019

Common stock	$	127,605	$	127,605
Preference shares		8,150,000		8,150,000
Additional paid in capital - convertible notes		462,711		-
Additional paid in capital - stock compensation		636,304		497,599
Additional paid in capital - warrants		381,599		140,589
Total additional paid in capital	$	9,758,219	$	8,915,793

	2020		2019

Compensation and benefits	$	1,588,427	$	1,491,501
Service – stock options		138,705		49,454
Royalty and license fees		1,001,249		1,490,744
Information technology		1,189,879		567,926
Advertising and market research		223,976		376,274
Professional fees		97,212		213,430
Office		124,682		184,147
Travel		74,346		156,317
Depreciation		162,157		58,556
Other		4,666		7,370

Total operating expenses	$	4,605,299	$	4,595,719

	June 30,			December 31,
		2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	2,049,642		$	462,320
Receivables		169,037			167,234
Prepaid Expenses and Other Current Assets		373			747
Total current assets		2,219,052			630,301
Net property and equipment		94,038			62,833
Operating lease right-of-use asset, net		19,035			87,300
Deposits		37,792			38,194
Total assets	$	2,369,917		$	818,628

LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,640,362		$	1,456,429
Current portion of operating lease obligation		20,212			90,564
Total current liabilities		1,660,574			1,546,993

Paycheck Protection Program loan		-			65,700
Convertible Notes		5,072,101			1,470,321
Operating lease obligation, net of current portion		-			-
Total liabilities		6,732,675			3,083,014

Shareholders’ (deficit) equity
Common stock, no par value;
686,300 shares issued and outstanding at December 31, 2020
1,030,050 shares issued and outstanding at December 31, 2019		-			-
Preferred stock, no par value;
798,293 shares issued and outstanding at December 31, 2020 and 2019		-			-
Additional paid in capital		11,053,213			9,758,219
Accumulated deficit		(15,415,971	)		(12,022,605	)
Total shareholders’ deficit		(4,362,758	)		(2,264,386	)
Total liabilities and shareholders’ equity	$	2,369,917		$	818,628

	Vinco Ventures, Inc.			Lomotif Pte. LTD.			Pro Forma Adjustments			Vinco Ventures, Inc. Combined

Assets
Current assets:
Cash and cash equivalents	$	74,756,573		$	2,049,642		$	8,000,000		$	84,806,215
Accounts receivable, net		2,907,002			169,037			-			3,076,039
Short-term investments		895,600			-			-			895,600
Inventory		852,147			-			-			852,147
Prepaid expenses and other current assets		1,209,435			373			-			1,209,808
Current assets of discontinued operations		-			-			-			-
Total current assets		80,620,757			2,219,052			-			90,839,809
Property and equipment, net		1,033,810			94,038			-			1,127,848
Right of use assets, net		104,707			19,035			-			123,742
Loan receivable		5,000,000			-			10,000,000			15,000,000
Equity method investment		12,000,000			-			(12,000,000	)		-
Intangible assets, net		16,533,373			-			139,375,104			155,908,477
Goodwill		5,983,852			-			-			5,983,852
Deposits		-			37,792			-			37,792
Total assets	$	121,276,499		$	2,369,917		$	145,375,104		$	269,021,520

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,791,982		$	340,362		$	-		$	2,132,344
Accrued expenses and other current liabilities		1,284,168			1,300,000			-			2,584,168
Deferred revenues		131,578			-			-			131,578
Current portion of operating leases liabilities		99,293			20,212			-			119,505
Income tax payable		27,643			-			-			27,643
Line of credit, net of debt issuance costs		1,133,652			-			-			1,133,652
Current portion of convertible notes payable, net of debt issuance costs		3,333,333			-			108,000,000			111,333,333
Current portion of notes payable, net of debt issuance costs		15,185			-			-			15,185
Current portion of notes payable – related parties		876,500			-			-			876,500
Due to related party		15,401			-			-			15,401
Current liabilities of discontinued operations		120,729			-			-			120,729
Total current liabilities		8,829,464			1,660,574			108,000,000			118,490,038
Operating leases liabilities –net of current portion		8,483			-			-			8,483
Convertible notes payable – related parties, net of current portion, net of debt discount		267,183			5,072,101			(2,000,000	)		3,339,284
Notes payable, net of current portion		19,966			-			-			19,966
Notes payable – related parties, net of current portion		-			-			-			-
Warrant liability		139,695,115			-			-			139,695,115
Total liabilities	$	148,820,211		$	6,732,675		$	106,000,000		$	261,552,886
Stockholders’ equity
Preferred stock, $0.001 par value, 30,000,000 shares authorized as of June 30, 2021	$	-		$	-		$	-		$	-
Series B Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 0 and 764,618 shares issued and outstanding as of June 30, 2021		-			-			-			-
Common stock, $0.001 par value, 250,000,000 shares authorized 59,927,241 and 14,471,403 shares issued and outstanding as of June 30, 2021		59,927			-			2,750			62,677
Additional paid-in-capital		244,026,879			11,053,213			(2,173,463	)		252,906,629
Accumulated deficit		(269,787,198	)		(15,415,971	)		14,325,192			(270,877,977	)
Total stockholders’ (deficit) equity attributable to Vinco Ventures, Inc.		(25,700,392	)		(4,362,758	)		12,154,479			(17,908,671	)
Noncontrolling interests		(1,843,320	)		-			27,220,625			25,377,305
Total stockholders’ equity		(27,543,712	)		(4,362,758	)		39,375,104			7,468,635
Total liabilities and stockholders’ equity	$	121,276,499		$	2,369,917		$	145,375,104		$	269,021,520

	July 25,
	2021
Cash paid	$	92,000,000
Issuance of convertible note payable		8,000,000
Fair value of shares issuable		8,882,500
Total purchase price	$	108,882,500

	●	Reflects excess cash received of $8,000,000 from borrowing of debt after proceeds paid to Lomotif shareholders.
	●	Reflects the reclassification of investment in ZVV Media to loan receivables due to the consolidation of ZVV Media as a consolidated variable interest entity.
	●	Reflects the preliminary estimate of goodwill and intangible assets, which represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed as shown in Note 2 — Preliminary purchase price allocation.

	●	Reflects the issuance of the debt related to the completion of the acquisition of Lomotif.
	●	Reflects the elimination of intercompany debt from ZVV Media to Lomotif of $2,000,000.
	●	Reflects the issuance of 2,750,000 shares of common stock related to the acquisition of Lomotif.
	●	Reflects the adjustment for the noncontrolling interest of 50.0% of ZVV Media Partners LLC and 20.0% of Lomotif.

Cover	Jul. 25, 2021
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Vinco Ventures, Inc. (NASDAQ:BBIG) (“Vinco”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on July 25,, 2021 (the “Original Report”) to report that ZVV Media Partners, LLC (“ZVV”), a Delaware limited liability company (“ZVV”) owned 50% by Vinco and 50% by ZASH Global Media and Entertainment Corporation, a Delaware corporation (“ZASH”), had consummated the acquisition of an 80% interest in Lomotif Private Limited,. a private company limited by shares incorporated in Singapore (“Lomotif”).
Document Period End Date	Jul. 25, 2021
Entity File Number	001-38448
Entity Registrant Name	VINCO VENTURES, INC.
Entity Central Index Key	0001717556
Entity Tax Identification Number	82-2199200
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1 West Broad Street
Entity Address, Address Line Two	Suite 1004
Entity Address, City or Town	Bethlehem
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18018
City Area Code	866
Local Phone Number	900-0992
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	BBIG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true