UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~April 127, 2023

VINCO VENTURES, INC.

(Exact name of registrant as specified in charter)

Nevada	001-38448	82-2199200
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Address Not Applicable⁽¹⁾		Address Not Applicable⁽¹⁾
(Address of principal executive offices)		(Zip Code)

(866) 900-0992

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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 240.13©(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		BBIG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

⁽¹⁾We are a remote-friendly company, with several hubs and locations for employees to collaborate. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address set forth in our proxy materials and/or identified on our investor relations website.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0103 Amendment to ~~Material~~the ~~Definitive~~Articles ~~Agreement.~~of Incorporation

1.On ~~Pursuant~~May to1, ~~that certain Securities Purchase Agreement (as amended~~2023, ~~the~~pursuant ~~“July~~to ~~SPA”)~~shareholder ~~dated~~approval asreceived ofon ~~July~~April 2227, ~~2021~~2023, ~~by and between~~ Vinco Ventures, Inc. (the “Company”) ~~and~~increased its anauthorized ~~accredited~~shares ~~investor~~of ~~(the~~common ~~“Holder”),~~stock ~~the Company sold~~ to ~~the~~ ~~Holder a Senior Secured Convertible Note in an aggregate principal amount of $120~~750,000,000, ofand ~~which~~authorized anshares ~~aggregate principal amount~~ of ~~$14,740,000~~preferred ~~remains~~stock ~~outstanding as of the date hereof (after giving effect~~ to ~~the $145~~5,000,000 ~~redemption~~through of the ~~July~~filing ~~Note pursuant to that certain Exchange and Amendment Agreement by and between the Company and the Holder dated as~~ of ~~February~~a ~~5, 2023)~~certificate ~~(as~~of ~~amended,~~change ~~the~~with ~~“July Note”) and warrants representing~~ the ~~right~~Secretary toof ~~acquire~~State ~~shares~~ of the ~~Company’s~~State ~~common~~of ~~stock, $0~~Nevada.~~001 par value per share (the “Common Stock”).~~

OnItem ~~May~~5.07. 1,Submission ~~2023,~~of ~~the~~Matters ~~Company~~to ~~and~~a ~~the~~Vote ~~Holder~~of ~~amended~~Security ~~the July Note, as follows:~~Holders.

~~● The Holder released from~~ At the ~~Control~~Annual ~~Account $1~~Meeting,~~000,000~~ inheld ~~cash by wire transfer of immediately available funds to the Company~~ on ~~May~~April 127, 2023~~. ● The Company shall~~, ~~on or prior to~~ the ~~earlier~~shareholders of ~~(i) July 17, 2023 and (ii)~~ the ~~date that is ten (10) days immediately following the date the~~ Company ~~files~~approved ~~with~~ the ~~Securities~~proposals ~~and~~listed Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, file a registration statement on Form S-1 with the SEC for a secondary offering of shares of Common Stock, preferred stock and/or warrants to purchase Common Stock on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “New Registration Statement”)below. ● The ~~Company~~final ~~shall~~results ~~consummate a Subsequent Placement of Common Stock, preferred stock and/or warrants to purchase Common Stock pursuant to~~ for the ~~New~~votes ~~Registration~~regarding ~~Statement~~each onproposal orare ~~prior~~set toforth ~~the~~in ~~date that is fourteen (14) days after~~ the ~~filing~~following ~~of the New Registration Statement, which shall generate gross proceeds to the Company of at least $10,000,000 (the “July 2023 Subsequent Placement”)~~tables. ●Each ~~The Company shall simultaneously with the consummation~~ of ~~any~~these ~~Subsequent~~proposals ~~Placement consummated on or after the date hereof, including, without limitation, the July 2023 Subsequent Placement, until the date the July Note~~ is no longer outstanding, use at least fifty percent (50%) of the Subsequent Placement Proceeds (as defined below) to redeem the July Note from the Holder in cash at a price equal to the Conversion Amount being redeemed. As used herein, the “Subsequent Placement Proceeds” means the gross proceeds generated to the Company from any Subsequent Placement consummated from and after the date hereof, less (i) direct fees and expenses incurred by the Company in connection with the consummation of such Subsequent Placement and (ii) any cash therefrom paid by the Company to the sellers in connection with the A360 acquisition, as described in ~~Proposal~~detail ~~7 set forth~~ in the Company’s ~~definitive~~ Proxy Statement ~~on Schedule 14A filed with the SEC on March 31, 2023~~. ● In the event the Holder or any of its Affiliates participates in the July 2023 Subsequent Placement or any other Subsequent Placement consummated by the Company from and after the date hereof while the July Note remains outstanding, any purchase price to be paid by the Holder or any of its Affiliates in such Subsequent Placement shall be used to redeem the July Note to the extent it remains outstanding at a price equal to the Conversion Amount being redeemed and the Holder or any of its Affiliate may, in its sole and absolute discretion, elect to set off such payment at the closing of such Subsequent Placement.

1)	At the meeting, the vote on the election of five directors for an annual term to hold office until their successors have been duly elected and qualified was as follows:

	FOR	WITHHELD	BROKER NON-VOTE
Roderick Vanderbilt	153,019,962	77,472,037	47,747,969
Brian Hart	154,090,970	76,401,029	47,747,969
Lisa King	150,374,216	80,117,783	47,747,969
Jesse Law	158,174,489	72,317,510	47,747,969
Richard Levychin	158,044,457	72,447,542	47,747,969

2)	At the Meeting, the vote on a proposal regarding ratification of Marcum, LLP as the Company’s independent auditors for the year ending December 31, 2023, was as follows:

FOR		AGAINST		ABSTAIN
206,279,096		64,535,930		7,424,942

3)	At the meeting, the vote on a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock (the “Common Stock”) from 249,000,000 to 750,000,000, was as follows:

FOR		AGAINST		ABSTAIN
166,887,497		108,539,196		2,813,275

4)	At the meeting, the vote on a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our preferred stock (the “Preferred Stock”) from 1,000,000 to 5,000,000, was as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

133,394,897

95,296,178

1,800,924

47,747,969

5)	At the meeting, the vote on a proposal to amend our articles to authorize the Board to effect a reverse stock split in a range of 1:2-1:20, was as follows:

FOR		AGAINST		ABSTAIN
182,806,366		91,771,512		3,662,090

6)	At the meeting, the vote to approve issuance of common stock upon the conversion of Notes and Warrants and the Company’s Series A Preferred Stock, was as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

151,400,559

77,103,885

1,891,555

47,747,969

7)	At the meeting, the vote on the proposal to approve issuance of shares of common stock upon conversion of our Series B Preferred Stock, was as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

144,470,861

84,005,309

2,015,829

47,747,969

8)	At the meeting, the vote on the proposal to approve issuance of shares of common stock issuable under our proposed PIPE financing transaction, was as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

118,181,154

83,596,552

28,714,293

47,747,969

9)	At the meeting, the vote on a proposal to approve our acquisition of assets of A360 Media and potential resulting change in control, was as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

122,983,870

77,421,714

30,086,415

47,747,969

10)	At the meeting, the vote on a proposal regarding an advisory vote on “say on pay,” was as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

152,596,975

74,851,490

3,043,534

47,747,969

11)	At the meeting, the vote on a proposal regarding the frequency of nonbinding advisory vote on “say on pay,” was as follows:

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTE
76,932,268		26,981,051		113,127,419		13,451,261		47,747,969

Item 9.01 Exhibits

99.1 Agreement

99.1	Certificate of Change
104	Cover Page Interactive Data File

104 Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 23, 2023

VINCO VENTURES, INC.

By:	/s/ Chris Polimeni
Name:	Chris Polimeni
Title:	CFO

Filing Compare · Vinco Ventures, Inc.