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 4 19, 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:~~

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 51.0301 ~~Amendment~~Entry toInto ~~the~~a ~~Articles~~Material ofDefinitive ~~Incorporation~~Agreement

OnSee ~~May~~Item ~~4, 2023, pursuant to shareholder approval received on April 27, 2023, Vinco Ventures, Inc~~5.02 ~~(the “Company”) filed a certificate of change with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse split of its issued and outstanding shares of common stock~~below.

Item 85.0102 ~~Other~~Compensatory ~~Information~~Arrangements of Officers and Directors

On May 1019, 2023, ~~the~~Vinco ~~Company announced that on May 4~~Ventures, ~~2023 it filed a Certificate of Change with the State of Nevada for a 1-for-20 reverse split of its issued and outstanding shares of common stock~~Inc. ~~This reverse split was approved by its Board of Directors, and~~ (the shares of its common stock will begin trading on a split-adjusted basis at the commencement of trading tomorrow, May 11, 2023. The common stock shares will trade on the Nasdaq Capital Market under the same symbol “~~BBIG~~Company”) ~~with~~entered ainto ~~new~~employment ~~CUSIP~~agreements ~~number,~~with ~~927330~~each ~~209. As per the results~~ of ~~the~~James ~~Company’s~~Robertson, ~~annual~~its ~~meeting,~~CEO ~~the~~and ~~Board~~President ~~of Directors approved a 1-for-20 reverse stock split of the Company’s issued~~ and ~~outstanding~~Chris ~~shares of common stock~~Polimeni, ~~par~~its ~~value~~CFO ~~$0.001 per share. Every 20 shares of the Company’s issued~~ and ~~outstanding common stock will automatically convert into one share of common stock without any change to the par value of $0~~COO.~~001~~ ~~per~~Both ~~share.~~agreements ~~The~~were ~~amount~~effective ofon ~~common~~April stock outstanding will be reduced from approximately 260 million shares to approximately 13 million shares. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of the Company’s outstanding stock options and warrants19, ~~as well as the applicable exercise price~~2023.

The ~~Company~~terms ~~expects that the reverse stock split, which was approved by shareholders at its shareholder meeting on April 27, 2023, will increase the market price per share~~ of the ~~Company’s~~contracts ~~common~~are ~~stock,~~set ~~bringing~~forth ~~the Company into compliance with The Nasdaq Capital Market’s $1.00 minimum bid price requirement.~~below:

Registered stockholders holding pre-split shares of the Company’s common stock are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, and will not be required to take any action in connection with the reverse stock split.

Term	James Robertson	Chris Polimeni
Salary/Benefits	$425,000 with minimum $25,000 increase per annum. Benefits and expense reimbursement as per standard Company policy. $1.5 million life insurance policy for the benefit of the executive’s beneficiaries shall be paid for by the Company. Upon change in control, the executive shall be granted two times base salary plus pro rated bonus.	$400,000 with any increases to be negotiated between the executive and the Company. Benefits and expense reimbursement as per standard Company policy. $1.5 million life insurance policy for the benefit of the executive’s beneficiaries shall be paid for by the Company.

Term	5 years with automatic 1 year extensions unless notice of termination is given by either party at least 60 days before the end of initial or any extended term.	5 years with automatic 1 year extensions unless notice of termination is given by either party at least 60 days before the end of initial or any extended term.

Vacation/PTO	35 business days and may carry over up to 20 days per year.	Five 5-day weeks and executive may carry over up to 40 hours per year.

Termination	Customary and commercially standard terms for termination for cause, not for cause, for good reason and for death and disability and the like.	Customary and commercially standard terms for termination for cause, not for cause, for good reason and for death and disability and the like.

Assignment of IP Rights	All intellectual property development under and during the term of the agreement shall be deemed property of the Company.	All intellectual property development under and during the term of the agreement shall be deemed property of the Company.

Noncompete and nonsolicitation	Customary and usual noncompete and nonsolicitation during the agreement and for one year after termination	Customary and usual noncompete and nonsolicitation during the agreement and for one year after termination

Bonuses	Executive is entitled to an annual bonus equal to 25% of base salary in cash and at least 200% of base salary in equity. All equity bonuses shall be in RSUs payable in six equal amounts over six calendar quarters from end of year for which grant is made. Executive may also be entitled to a signing bonus as determined by the Board of Directors.	Executive is entitled to an annual bonus equal to 25% of base salary in cash and at least 200% of base salary in equity. All equity bonuses shall be in RSUs payable in six equal amounts over six calendar quarters from end of year for which grant is made. There is a make whole cash bonus of $250,000, with $150,000 payable within 30 days of commencement of agreement with $100,000 within 6 months of commencement. Executive shall also be entitled to a make whole RSU grant, as determined by the Board, to vest 25% at the end of the first and second year of employment, and 50% at the end of the third year of employment.

Performance/milestone RSU Grants	If the Company’s common stock is publicly traded during the Term and the market capitalization of the Company is, for ten (10) consecutive trading days during the Term, at or above the following milestones, Executive shall receive, within five business days following such 10th consecutive trading day, an Equity Award of shares of Company common stock that: (a) shall vest upon the later of January 31, 2025 and the end of the third full month following the date of the grant; and (b) upon the date of the grant, shall have an aggregate value equal to the amount set forth next to the applicable milestone below based on the closing price of the common stock on the Principal Market on the date of the grant.	If the Company’s common stock is publicly traded during the Term and the market capitalization of the Company is, for ten (10) consecutive trading days during the Term, at or above the following milestones, Executive shall receive, within five business days following such 10th consecutive trading day, an Equity Award of shares of Company common stock that: (a) shall vest upon the later of January 31, 2025 and the end of the third full month following the date of the grant; and (b) upon the date of the grant, shall have an aggregate value equal to the amount set forth next to the applicable milestone below based on the closing price of the common stock on the Principal Market on the date of the grant.

No fractional shares will be issued in connection with the reverse stock split. Any fractional shares created as a result of the reverse stock split will be rounded up to the nearest whole share for each stockholder. The reverse stock split impacts all holders of Vinco’s common stock proportionally and will not impact any shareholders’ percentage ownership of common stock (except as to rounding up changes).

Company Market Capitalization Milestone		Amount of Equity Award

$	250,000,000	$	2,500,000
$	500,000,000	$	3,500,000
$	750,000,000	$	5,000,000
$	1,000,000,000	$	7,000,000
$	1,250,000,000	$	10,000,000
Every additional $250,000,000 thereafter (cumulated with the applicable immediately preceding milestone)		$	3,500,000

Additional information regarding the reverse stock split is available on the Form 8-K filed May3, 2023, as well as in the Company’s definitive proxy statement (Form DEF 14A) filed with the United States Securities and Exchange Commission on March 31, 2023. Any additional questions can be directed to the Company’s transfer agent, Nevada Agency and Transfer Company, at 775-322-0626 or www.natco.com.

Item 9.01 Exhibits

99.1	~~Certificate~~Employment ofAgreement ~~Change~~with James Robertson
99.2	~~Press~~Employment ~~Release~~Agreement with Chris Polimeni
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 1025, 2023

VINCO VENTURES, INC.

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

Filing Compare · Vinco Ventures, Inc.