UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

  SCHEDULE 13D  

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Edison Nation, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

984163105

(CUSIP Number)

Louis Foreman
 520 Elliott Street

Charlotte, North Carolina 28202

Telephone: (704) 369-7333

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 25, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

* This total includes 3,000 shares of commons stock of Edison Nation, Inc. (the “Company”) purchased by the Reporting Person on May 22, 2019 (the “May Purchase”).

**Venture Six LLC (“Venture Six”) is the holder of 278,542 Shares. The Reporting Person is the managing member of Venture Six LLC and, as such, has voting and dispositive authority over the Shares held by Venture Six. The Reporting Person is the holder of a convertible promissory note issued by the Company which is convertible into 40,746 Shares. The Reporting Person disclaims beneficial ownership of the Shares reported in this Schedule 13D, except to the extent of his pecuniary interest.

*** The Percent of Class Represented is calculated using 5,680,330 shares of common stock outstanding as of April 29, 2019, as reported in the Company’s 2019 Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2019.

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Edison Nation, Inc. (the “Company”).  The Company’s principal executive office is located at 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865.

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2018, on September 4, 2018, the Company completed its acquisition (the “Closing”) of all of the voting membership interests of Edison Nation Holdings, LLC (“Edison Nation”) from all of the members of Edison Nation (the “Members”) pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) with Edison Nation and its Members dated June 29, 2018 (the “Edison Nation Transaction”).

At the Closing, the Company, Edison Nation and the Members entered into the Fifth Amended and Restated Operating Agreement (the “LLC Agreement”) of Edison Nation. Also at the Closing, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain Members, which provided those Members with demand and piggyback registration rights in respect of any registrable shares of the Company’s common stock, par value $0.001 (the “Common Stock”) received pursuant to the terms of the Purchase Agreement.

At Closing, the Company paid consideration of: (i) $700,000 in cash to Edison Nation ($550,000 of which was subsequently used to purchase the membership interests of Access Innovation, LLC, which membership interests were then distributed to the Members), and (ii) $250,000 in cash to be used to pay off a portion of the indebtedness owed by Edison Nation to holders of certain senior convertible debt. Also at Closing, in order to pay off the remaining Edison Nation indebtedness, the Company: (i) assumed the remaining balance of the aforementioned senior convertible debt through the issuance to the holders of 4%, 5-year senior convertible notes (the “New Convertible Notes”), in the aggregate principal amount plus accrued interest on the senior convertible debt through the Closing date of $1,436,158.68, which are convertible into 287,231 shares of Common Stock, at the option of the holder of such New Convertible Notes (subject to certain adjustments as provided in the Purchase Agreement and the terms of the New Convertible Notes), and (ii) issued 557,083 shares of Common Stock in satisfaction of the indebtedness represented by promissory notes payable by Edison Nation to Venture Six, LLC and Wesley Jones.

As a result of the acquisition, the Company became the 100% owner of the voting membership interests of Edison Nation and its wholly-owned subsidiaries, Edison Nation, LLC, SafeTV Shop, LLC and Everyday Edisons, LLC (the “Acquired Subsidiaries”), including all of the rights and interests in Edison Nation’s inventor platform and marketplace, any related intellectual property and the other properties and assets of Edison Nation and the Acquired Subsidiaries, other than certain membership interests of which were assigned to the Members, including Reporting Person at Closing. In addition, the Members retained non-voting, preferred membership interests (subject to certain limited approval rights) (the “Preferred Membership Interests”), which entitle them to a put right to cause the Company, in its sole discretion, to either (i) redeem all of the Preferred Membership Interests from the Preferred Members in exchange for the aggregate issuance of up to 990,000 shares of Common Stock, or (ii) pay the Put Price (as defined in the LLC Agreement) in cash.

As it relates to the May Purchase, the Reporting Person purchased the shares using his personal funds.

The information set forth in Item 4 is incorporated by reference herein.

The Reporting Person became the beneficial owner of more than 5% of the outstanding Common Stock on September 4, 2018 and became a member of the Board of Directors of the Company on March 25, 2019.

From time to time, the Reporting Person may acquire beneficial ownership of additional shares of the Common Stock, by purchase or otherwise, including additional purchases of shares in the open-market from time to time and  upon receipt from the Company of future equity compensation awards for which the Reporting Person qualifies, including, but not limited to, stock options and restricted stock units.  In addition, from time to time, the Reporting Person may dispose of all or a portion of the shares of the Common Stock that are beneficially owned by the Reporting Person.

Other than as described above, the Reporting Person does not have any plan or proposal that relate to or would result in any of the transactions involving the Company described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Person currently serves as a member of the Board of Directors of the Company. Additionally, in connection with the closing of the Edison Nation Transaction, and pursuant to the Fifth Amended and Restated Operating Agreement of Edison Nation and the corresponding terms of the Purchase Agreement, certain Preferred Members, including the Reporting Person retain non-voting, preferred membership interests in Edison Nation, which will entitle him to (i) certain limited approval rights, and (ii) a right to cause the Company to redeem all of the preferred membership interests from the Preferred Members in exchange for the aggregate issuance of 990,000 shares (the “Put Shares”) of the Company’s Common Stock, subject to certain rights of the Company to reduce the number of Put Shares to satisfy certain of the indemnification obligations of the Preferred Members pursuant to the Purchase Agreement.

Additionally, Reporting Person is a party to that certain Registration Rights Agreement, by and among the Company, Reporting Person, and other individuals, dated September 4, 2018, under which the Company has agreed to register certain shares issued to the Reporting Person.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.