UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30,~~March 31, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-38448

VINCO VENTURES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		82-2199200
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

6 North Main Street
Fairport, NY		14450
(Address of Principal Executive Offices)		(Zip Code)

(866) 900-0992

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

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

As of ~~November 22, 2021,~~May 23, 2022, there were ~~137,083,339~~210,590,593 shares of the registrant’s common stock outstanding.

VINCO VENTURES, INC.

TABLE OF CONTENTS

		Page Number

PART I		45
Item 1.	Financial Statements (Unaudited)	54
	Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	5
	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3729
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5141
Item 4.	Controls and Procedures	5241

PART II		5442
Item 1.	Legal Proceedings	5442
Item 1A.	Risk Factors	5442
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6542
Item 3.	Defaults Upon Senior Securities	6842
Item 4.	Mine Safety Disclosures	6842
Item 5.	Other Information	6842
Item 6.	Exhibits	6842

	Signatures	7343

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, our ability to raise capital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected 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 Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

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

	●	Our ability to effectively execute our business plans including transitioning from being focused on end-to-end consumer product innovation, development, and commercialization to being focused on digital media, advertising and content technologies innovation, development, and commercialization;
	●	Our ability to manage our expansion, growth and operating expenses;
	●	Our ability to protect our brands, reputation and intellectual property rights;
	●	Our ability to obtain adequate financing to support our development plans;
	●	Our ability to repay our debts;
	●	Our ability to rely on third-party suppliers, content contributors, developers, and other business partners;
	●	Our ability to evaluate and measure our business, prospects and performance metrics;
	●	Our ability to compete and succeed in a highly competitive and evolving industry;
	●	Our ability to respond and adapt to changes in technology and consumer behavior;
	●	Our dependence on information technology, and being subject to potential cyberattacks, security problems, network disruptions, and other incidents;
	●	Our ability to comply with complex and evolving laws and regulations including those relating to privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, digital assets and other matters, many of which are subject to change and uncertain interpretation;
	●	Our ability to enhance disclosure and financial reporting controls and procedures and remedy the existing weakness;
	●	Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives;
	●	Risks related to the completion of our planned spin-off of Cryptyde, Inc. (“Cryptyde”) and the achievement of our expected benefits to stockholders from this planned spin-off;
	●	Risks related to the integration of completed acquisitions and the achievement of our expected benefits from our acquisitions and investments, including, but not limited to, our investment in Lomotif Private Limited (“Lomotif”) through ZVV Media Partners, LLC (“ZVV”), our joint venture with ZASH Global Media and Entertainment Corporation (“ZASH”), and our acquisitions of AdRizer, LLC (“AdRizer”) and Honey Badger Media, LLC (“Honey Badger”);
	●	Various risks related to health epidemics, pandemics and similar outbreaks, such as the coronavirus disease 2019 (“COVID-19”) pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows;
	●	Other risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Specifically, our investment in Lomotif and related growth initiatives may fail to deliver our expected benefits, for reasons relating to including, but not limited to, our and Lomotif’s capital requirements and whether we will be able to raise capital as needed; our ability to successfully develop the business and revenue models for Lomotif’s social media platform; whether Lomotif can retain its existing users and attract new users to its platform; whether our cross-platform user engagement strategy will enhance our ability to monetize the Lomotif platform; whether Lomotif can attract and maintain relationships with influencers, artists, and other content creators or publishers who will provide compelling content to the platform; our ability to integrate the operations of Lomotif within the Vinco Ventures conglomerate and create synergies between Lomotif and other businesses and assets we have acquired or plan to acquire, including AdRizer; the ability of Lomotif’s platform and associated promotional activities to compete effectively for user engagement; Lomotif’s ability to retain reliable developers, vendors and suppliers to support its operations; failure of third parties to promote Lomotif’s platform and associated products and services effectively or at all; breaches of network and data security measures; a disruption or failure of networks and information systems; Lomotif’s ability to protect its patents and other intellectual property and operate its businesses without infringing upon the intellectual property rights of others; changes in local, state, federal and international laws and regulations that may adversely affect Lomotif’s business or prospects; risk of attempts at unauthorized or improper use of the platform and resulting damages to Lomotif’s reputation; the inability to maintain or increase the value of the Lomotif brands; the inability to successfully respond to rapid changes in technologies and user tastes and preferences and remain competitive; the impact of any legal proceedings or governmental action against Lomotif; and whether Lomotif will continue to receive the services of key management and retain qualified personnel.

In addition, AdRizer’s advertising business and our efforts to integrate AdRizer with our other businesses or investments such as Lomotif and Honey Badger are subject to risks including, but not limited to, AdRizer is faced with intensive competition in the digital advertising industry; high customer concentration, long sales cycles and payment-related risks may subject AdRizer to significant fluctuations or declines in revenues; the reliability of operational and performance issues with AdRizer’s platform, whether real or perceived, including a failure to respond to technological changes or to upgrade its technology systems, may adversely affect AdRizer’s business and operational results; AdRizer’s technology solutions are dependent on third parties including data hosting service, data providers and various technology, software, products and services from third parties or available as open source; AdRizer’s business practices are subject to governmental regulation, legal requirements or industry standards relating to consumer privacy, data protection and consumer protection, and unfavorable changes or failure by AdRizer to comply with these laws and regulations could substantially harm its business; and to the extent the use of “third-party cookies” or other technology to uniquely identify devices is rejected by Internet users, restricted by government regulations, blocked or limited by technical changes on end users’ devices and web browsers, AdRizer’s performance may decline and AdRizer may lose advertisers.

These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.

USE OF MARKET AND INDUSTRY DATA

This Quarterly Report ~~on Form 10-Q~~ includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party sources referred to in this Quarterly Report ~~on Form 10-Q~~ are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Quarterly Report ~~on Form 10-Q~~ or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Also, references in this Quarterly Report ~~on Form 10-Q~~ to any publications, reports, surveys or articles prepared by third parties should not be 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 Quarterly ~~Report on Form 10-Q.~~Report.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Solely for convenience, we refer to trademarks in this Quarterly Report ~~on Form 10-Q~~ without the ® or the ™ or symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our own trademarks. Other service marks, trademarks and trade names referred to in this Quarterly Report, ~~on Form 10-Q,~~ if any, are the property of their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.

OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this Quarterly Report, ~~on Form 10-Q,~~ the terms “Vinco Ventures”, “Vinco”, “we,” “us,” “our,” the “Company” and similar terms refer to Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc., Xspand Products Lab, Inc. and Idea Lab Products, Inc., and all of our consolidated subsidiaries and ~~affiliates.~~variable interest entities.

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

This Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E 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 attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected 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 Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

	●	~~Our ability to effectively execute our business plans including our plan to disrupt the media and entertainment industry;~~

	●	~~Our ability to manage our expansion, growth and operating expenses;~~

	●	~~Our ability to protect our brands and reputation;~~

	●	~~Our ability to obtain adequate financing to support our development plans;~~

	●	~~Our ability to repay our debts;~~

	●	~~Our ability to rely on third-party suppliers, content contributors, developers, and other business partners;~~

	●	~~Our ability to evaluate and measure our business, prospects and performance metrics;~~

	●	~~Our ability to compete and succeed in a highly competitive and evolving industry;~~

	●	~~Our ability to respond and adapt to changes in technology and customer behavior;~~

	●	~~Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives;~~

	●	~~Risks related to the anticipated timing of the closing of any potential acquisitions;~~

	●	~~Risks related to the integration with regards to potential or completed acquisitions;~~

	●	Risks related to the integration with regards to potential or completed acquisitions and the achievement of our expected benefits with our acquisitions and investments, including, but not limited to, our investment in Lomotif Private Limited (“Lomotif”) through a joint venture of Vinco Ventures and ZASH Global Media and Entertainment Corporation (“ZASH”);

	●	Various risks related to health epidemics, pandemics and similar outbreaks, such as the coronavirus disease 2019 (“COVID-19”) pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

This Quarterly Report on Form 10-Q also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Quarterly Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, the possibility that we may fail to enhance our expertise and offerings in the media and entertainment industry; that existing and potential distribution partners and other business partners we rely on for our business may opt to work with, or favor the products and services of, competitors if our competitors offer more favorable products, services or pricing terms; that we may be unable to maintain or grow sources of revenue; that we may be unable to maintain or achieve profitability; that we may be unable to attract and retain key personnel; or that we may not be able to effectively manage, or to increase, our relationships with customers and users; that we may have unexpected increases in costs and expenses.

Specifically, our investment in Lomotif and related growth initiatives may fail to deliver our expected benefits, for reasons relating to including, but not limited to, our and Lomotif’s capital requirements and whether we will be able to raise capital as needed; our ability to successfully develop the business and revenue models for Lomotif’s social media platform, Lomo TV, and Lomo Records with ZASH; whether Lomotif can retain its existing users and attract new users to its platform; whether Lomotif can attract and maintain relationships with influencers, artists, and other content creators or publishers who will provide compelling content to the platform; our ability to integrate the operations of Lomotif within the Vinco Ventures conglomerate and create synergies between Lomotif and other businesses and assets we have acquired or plan to acquire in the media and entertainment industry; the ability of Lomotif’s platform and associated products and services to compete effectively; Lomotif’s ability to retain reliable developers, vendors and suppliers to support its operations; failure of third parties to promote Lomotif’s platform and associated products and services effectively or at all; breaches of network and data security measures; a disruption or failure of networks and information systems; Lomotif’s ability to protect its patents and other intellectual property and operate its businesses without infringing upon the intellectual property rights of others; changes in local, state, federal and international laws and regulations that will adversely affect Lomotif’s business; risk of attempts at unauthorized or improper use of the platform and damages to Lomotif’s reputations resulted therefrom; the inability to maintain or rebuild the value of the Lomotif brands; the inability to successfully respond to rapid changes in technologies and user tastes and preferences and remain competitive; the impact of any legal proceedings or governmental action against Lomotif; and whether Lomotif will continue to receive the services of key management and retain qualified personnel. These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.

~~PART I~~

~~INDEX TO FINANCIAL STATEMENTS~~

	~~Page~~ ~~Number~~

~~Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020~~	5
~~Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (Unaudited)~~	6
~~Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020 (Unaudited)~~	7
~~Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (Unaudited)~~	8
~~Notes to Condensed Consolidated Financial Statements~~	9

PART I - FINANCIAL INFORMATION

Vinco Ventures, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2022			December 31, 2021

Assets*
Current assets:
Cash and cash equivalents	$	130,779,948		$	87,612,176
Restricted cash - short term		-			100,000,000
Short-term investments		220,000			178,000
Accounts receivable, net		9,117,096			1,124,421
Inventory, net		447,636			475,666
Prepaid expenses and other current assets		10,659,851			10,403,401
Loans held-for-investment- current portion		11,600,000			3,950,000
Due from related party		19,600,584			15,997,803
Total current assets		182,425,115			219,741,467

Restricted cash long-term		80,000,000			-
Property and equipment, net		1,785,226			1,376,751
Right of use assets, net		133,310			168,914
Loan held-for-investment		750,000			250,000
Loan held-for-investment - related parties		13,500,000			20,500,000
Intangible assets, net		39,009,383			40,525,453
Goodwill		180,419,932			121,580,144
Cost method investments		1,000,000			1,000,000
Other assets		1,655,742			-
Total assets	$	500,678,709		$	405,142,729

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	11,554,079		$	6,105,963
Accrued expenses and other current liabilities		10,600,949			19,516,308

Current portion of operating lease liabilities		77,231			100,733
Current portion of convertible notes payable, net of debt issuance costs of $13,343,030 and $68,911,823, respectively		19,769,795			44,238,177
Current portion of notes payable		-			15,530
Current portion of notes payable - related parties		112,835			112,835
Total current liabilities		42,114,889			70,089,546

Operating lease liabilities, net of current portion		58,713			70,514
Convertible notes payable - related parties, net of current portion		2,500,000			2,500,000
Notes payable -related parties, net of current portion		108,923			121,037
Convertible notes payable, net of current portion, net of debt issuance costs of $35,491,435 and $0, respectively.		44,399,079			-
Derivative liability		429,167,462			198,566,170
Deferred tax liability		108,420			108,420
Deferred acquisition purchase price		23,250,000			-
Total Liabilities	$	541,707,486		$	271,455,687

Commitments and contingencies (Note 14)		-

Stockholders’ equity (deficit)
Common stock, $0.001 par value, 250,000,000 shares authorized; 188,052,593 and 150,118,024 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	$	188,053		$	150,118
Additional paid-in capital		1,053,407,146			850,096,635
Accumulated deficit		(1,109,769,797	)		(736,821,840	)
Total stockholders’ equity (deficit) attributable to Vinco Ventures, Inc.		(56,174,598	)		113,424,913
Noncontrolling interest		15,145,821			20,262,129
Total stockholders’ equity (deficit)		(41,028,777	)		133,687,042
Total liabilities and stockholders’ equity (deficit)	$	500,678,709		$	405,142,729

September 30,
2021

December 31,
2020

(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 49,937,549 $ 249,356
Restricted cash
100,000,000

-

Short-term investments 282,000 1,018,000
Accounts receivable, net 1,901,182 1,382,163
Inventory 789,727 1,127,725
Loans receivable
Intangible assets, net
Prepaid expenses and other current assets 3,855,618 522,259
Loan held for investment 18,150,000 -
Current assets of discontinued operations - 1,042,680
Total current assets 174,916,076 5,342,183
Property and equipment, net 972,151 1,010,801
Right of use assets, net 80,544 153,034
Intangible assets, net
154,962,061
9,798,813
Goodwill 5,983,852 5,983,852
Non-current assets of discontinued operations - 5,739,524
Total assets $
336,914,684
$ 28,028,207

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 5,587,010 $ 3,618,339
Accrued expenses and other current liabilities
3,040,564
2,101,610
Deferred revenues 64,243 152,040
Current portion of operating leases liabilities 83,408 96,777
Income tax payable 27,643 27,643
Line of credit, net of debt issuance costs of $0 and $15,573, respectively - 1,500,953
Current portion of convertible notes payable, net of debt issuance costs of $91,518,515 and $0, respectively 28,481,485 577,260
Current portion of notes payable, net of debt issuance costs of $0 and $212,848, respectively
15,357
1,301,212
Current portion of notes payable – related parties 112,835 1,389,923
Notes payable, current - -
Due to related party 15,401 32,452
Current liabilities of discontinued operations - 487,454
Total current liabilities
37,427,946
11,285,663
Operating leases liabilities –net of current portion - 58,713
Convertible notes payable – related parties, net of current portion, net of debt discount of $95,089 and $366,666, respectively 207,183 1,161,495
Notes payable, net of current portion
166,061
595,879
Notes payable – related parties, net of current portion
2,500,000
1,403,756
Warrant liability 468,612,700 -

Total liabilities $
508,913,890
$ 14,505,506
Commitments and Contingencies (Note 12) -

Stockholders’ equity
Preferred stock, $0.001 par value, 30,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively $ - $ -
Series B Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 0 and 764,618 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively - 765
Common stock, $0.001 par value, 250,000,000 shares authorized 107,021,381 and 14,471,403 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively 107,021 14,471
Additional paid-in-capital
617,952,342
39,050,260
Accumulated deficit (812,250,328 ) (23,648,898 )
Total stockholders’ (deficit) equity attributable to Vinco Ventures, Inc.
(194,190,965
) 15,416,598
Noncontrolling interests
22,191,759
(1,893,897 )
Total stockholders’ equity
(171,999,206
) 13,522,701
Total liabilities and stockholders’ equity $ 336,914,684 $ 28,028,207

*	The assets of the variable interest entities (the “VIEs”) can be used to settle obligations of the consolidated entities. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets (Note 4).

The accompanying notes are an integral part of these condensed consolidated financial statements.

Vinco Ventures, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2021
(Unaudited)

2020
(Unaudited)

2021
(Unaudited)

2020
(Unaudited)

Revenues, net $ 2,231,986 $ 2,522,141 $ 7,488,959 $ 9,649,469
Cost of revenues 1,531,840 1,505,234 4,906,410 6,873,889
Gross profit 700,146 1,016,907 2,582,549 2,775,580

Operating expenses:
Selling, general and administrative 25,869,419 2,617,961
43,471,951
8,185,477
Operating loss (25,169,273 ) (1,601,054 ) (40,889,402 ) (5,409,897 )

Other (expense) income:
Rental income 17,136 25,704 71,543 77,111
Interest expense (27,012,312 ) (1,004,627 ) (42,422,726 ) (2,575,738 )
Loss on issuance of warrants (206,948,147 ) - (415,803,862 ) -
Change in fair value of warrant liability (287,117,556 ) - (287,891,003 ) -
Change in fair value of short-term investment (614,000 ) - (736,000 ) -
Loss on disposal of interest in joint venture - - (301,645 ) -
Other income 649,009 - 649,009 -
Total other (expense) income (521,025,870 ) (978,923 ) (746,434,684 ) 2,498,627
Loss before income taxes
(546,195,143
) (2,579,977 ) (787,324,086 ) (7,908,524 )
Income tax expense - - - -
Net loss from continuing operations $ (546,195,143 ) $ (2,579,977 ) $ (787,324,086 ) $ (7,908,524 )
Net loss attributable to noncontrolling interests (3,885,333 ) (37,439 ) (3,834,756 ) (15,198 )
Net loss from continuing operations attributable to Vinco Ventures, Inc. (542,309,810 ) (2,542,538 ) (783,489,330 ) (7,893,326 )
Net income (loss) from discontinued operations (153,320 ) (291,506 ) (5,112,100 ) 4,704,394
Provision for income taxes for discontinued operations - - - -
Net loss attributable to Vinco Ventures, Inc. $ (542,463,130 ) $ (2,834,044 ) $ (788,601,430 ) $ (3,188,932 )
Net loss per share:
Net loss per share - basic $ (7.59 ) $ (0.30 ) $ (18.63 ) $ (0.29 )
Net loss per share - diluted $ (7.59 ) $ (0.30 ) $ (18.63 ) $ (0.29 )
Weighted average number of common shares outstanding – basic and diluted 71,516,431 9,324,023 42,326,468 10,853,242

For the Three Months Ended March 31,
2022 2021
Revenues
Product sales $ 3,757,552 $ 2,153,306
Digital advertising and media sales 7,726,369 350,566
Licensing revenues 50,898 61,290
Total revenue, net 11,534,819 2,565,162

Cost of revenues
Packaging products 3,156,993 1,393,063
Digital advertising and media sales 7,776,663 260,318
Total costs of revenue 10,933,656 1,653,381
Gross profit 601,163 911,781

Operating expenses:
Selling, general and administrative 26,798,107 11,660,880
Total Operating Expenses 26,798,107 11,660,880
Operating loss (26,196,944 ) (10,749,099 )

Other income (expense):
Interest income (expense) (22,427,461 ) (12,694,933 )
Loss on issuance of warrants (243,681,478 ) (75,156,534 )
Change in fair value of warrant liability (86,948,858 ) 36,381,542
Other income (loss) 149,594 (44,296 )
Total other income (expense) (352,908,203 ) (51,514,221 )
Loss before income taxes (379,105,147 ) (62,263,320 )
Income tax expense - -
Net loss $ (379,105,147 ) $ (62,263,320 )
Net (loss) income attributable to noncontrolling interests $ (6,157,190 ) $ 28,034
Net loss attributable to Vinco Ventures, Inc. from continuing operations $ (372,947,957 ) $ (62,291,354 )
Net Loss from discontinued operations - (178,200 )

Net loss attributable to Vinco Ventures, Inc. (372,947,957 ) (62,469,554 )
Net loss per share- basic and diluted
Net loss per share- continuing operations $ (3.05 ) $ (3.27 )
Net loss per share- discontinued operations - (0.01 )
Net loss per share $ (3.05 ) $ (3.28 )
Weighted Average Number of Common Shares Outstanding -basic and diluted 122,176,851 19,055,006

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Vinco Ventures, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the nine months ended September 30, 2021 and 2020:
Preferred stock Common Stock Additional
Paid-in Accumulated Noncontrolling Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Interest Equity

Balance, January 1, 2021 764,618 765 14,471,403 $ 14,471 $ 39,050,260 $ (23,648,898 ) $ (1,893,897 ) $ 13,522,701
Issuance of common stock to noteholders - - 303,483 304 422,368 - - 422,672
Return of common stock from noteholder held as collateral
Return of common stock from noteholder held as collateral, shares
Issuance of common stock for divestiture
Issuance of common stock for divestiture, shares
Issuance of warrants- noteholders
Divestiture of Cloud B
Distributions
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC, shares
Conversion option
Conversion option, shares
Issuance of common stock to investors - - 2,507,194 2,507 6,052,493 - - 6,055,000
Issuance of common stock to consultants - - 1,819,272 1,819 3,198,375 - - 3,200,194
Issuance of common stock to employees - - 2,891,227 2,891 3,289,299 - - 3,292,190
Issuance of common stock upon exercise of warrants - - 69,212,800 69,213 180,272,201 - - 180,341,414
Offering costs – exercise of warrants - - - - (12,380,315 ) - - (12,380,315 )
Conversion under notes payable - - 11,551,384 11,551 32,418,206 - - 32,429,757
Exercise of warrant liabilities - - - - 338,020,680 - - 338,020,680
Stock-based compensation - - 10,077,275 - 479,161
10,556,436

Issuance of common stock – acquisitions - - 3,500,000 3,500 10,131,500 - - 10,135,000
Conversion of preferred stock to common (764,618 ) (765 ) 764,618 765 - - - -
Shares reserved for future issuance of common stock as consideration for the Emmersive asset acquisition - - - - 7,400,000 - - 7,400,000
Noncontrolling interest 27,441,251 27,441,251
Net loss - - - - - (788,601,430 ) (3,834,756 ) (792,436,186 )
Balance, September 30, 2021 (Unaudited) - $ - 107,021,381 $ 107,021 $ 617,952,342 $ (812,250,328 ) $ 22,191,759 $ (171,999,206 )

Balance, January 1, 2020
- - 8,015,756 $ 8,016 $ 26,259,576 $ (18,495,462 ) $ (317,698 ) $ 7,454,432
Issuance of common stock to note holders
- - 1,202,666 1,202 2,291,662 - - 2,292,864
Return of common stock from noteholder held as collateral - - (153,005 ) (153 ) 153 - - -
Issuance of common stock for divestiture - - 150,000 150 404,850 - - 405,000
Issuance of common stock to consultants - - 1,237,874 1,238 1,754,142 - - 1,755,380
Stock-based compensation - - - - 681,306 - - 681,306
Issuance of common stock to employees and directors - - 150,000 150 319,350 - - 319,500
Conversion option - - 990,000 990 (990 ) - - -
Issuance of common stock for Global Clean Solutions, LLC acquisition - - 300,000 300 698,700 - - 699,000
Issuance of warrants- noteholders - - - - 1,018,953 - - 1,018,953
Divestiture of Cloud B - - - - - - (26,392 ) (26,392 )
Distributions - - - - - - (770,931 ) (770,931 )
Net loss - - - - - (3,188,932 ) (15,198 ) (3,204,130 )
Balance, September 30, 2020 (Unaudited) - $ - 11,893,291 $ 11,893 $ 33,427,702 $ (21,684,394 ) $ (1,130,219 ) $ 10,624,982
For the three months ended September 30, 2021 and 2020:
Preferred stock Common Stock Additional
Paid-in Accumulated Noncontrolling Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Interest Equity

Balance, June 30, 2021 (Unaudited) - - 59,927,241 $ 59,927 $ 244,026,879 $ (269,787,198 ) $ (1,843,320 ) $ (27,543,712 )
Issuance of common stock to investors - -
1,007,194

1,007

2,798,993
- -
2,800,000

Issuance of common stock to consultants - - 425,000 425 1,163,434 - - 1,163,859
Issuance of common stock to employees - - 30,000 30 (30 ) - - -
Issuance of common stock upon exercise of warrants - - 37,469,814 37,470 92,518,525 - - 92,555,995
Offering costs – exercise of warrants - - - - (5,001,251 ) - - (5,001,251 )
Conversions under notes payable - - 5,412,132 5,412 20,175,838 - - 20,181,250
Conversion of preferred stock into common stock - - - - - - - -
Exercise of warrant liabilities - - - - 248,366,633 - -
248,366,633

Issuance of common stock – acquisitions - -
2,750,000

2,750

8,879,750
- -
8,882,500

Stock-based compensation - - - - 5,023,571 - 479,161 5,502,732
Noncontrolling interest - - - - - - 27,441,251 27,441,251
Net loss - - - - - (542,463,130 ) (3,885,333 ) (546,348,463 )
Balance, September 30, 2021 (Unaudited) - $ - 107,021,381 $ 107,021 $ 617,952,342 $ (812,250,328 ) $ 22,191,759 $ (171,999,206 )

Balance, June 30, 2020 (Unaudited) - $ - 9,618,401 $ 9,618 $ 30,802,083 $ (18,850,350 ) $ (1,020,849 ) $ 10,940,502
Issuance of common stock to note holders - - 763,266 763 1,502,087 - - 1,502,850
Issuance of common stock to employees - - 150,000 150 319,350 - - 319,500
Issuance of common stock to consultants - - 371,624 372 1,192,246 - - 1,192,618
Stock-based compensation - - - - (387,074 ) - - (387,074 )
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC - - 990,000 990 (990 ) - - -
Distributions - - - - - - (71,931 ) (71,931 )
Net loss - - - - - (2,834,044 ) (37,439 ) (2,871,483 )
Balance, September 30, 2020 (Unaudited) - - 11,893,291 11,893 33,427,702 (21,684,394 ) (1,130,219 ) 10,624,982
Retained
Preferred Stock Common Stock Additional Paid-in Earnings
Accumulated Non-controlling Total Stockholders’
Shares Amount Shares Amount Capital (Deficit) Interest Equity

Balance, January 1, 2021 764,618 765 14,471,403 14,471 39,050,260 (23,648,898 ) (1,893,897 ) 13,522,701
Sale of common stock - investors - - 1,500,000 1,500 3,253,500 - - 3,255,000
Issuance of common stock - note holders - - 5,877,908 5,878 11,510,814 - - 11,516,692
Issuance of common stock - consultants - - 943,000 943 2,035,392 - - 2,036,335
Issuance of common stock - employees - - 1,262,872 1,263 3,290,927 - - 3,292,190
Issuance of common stock upon exercise of warrants - - 880,798 881 1,689,723 - - 1,690,604
Exercise of warrant liabilities - - - - 259,427 - - 259,427
Issuance of common stock for acquisition - - 750,000 750 1,251,750 - - 1,252,500
Share-based compensation - - 3,660,436 - - 3,660,436
Net income - - - - - (62,469,354 ) 28,034 (62,441,320 )
Balance, March 31, 2021 764,618 765 25,685,981 25,686 66,002,229 (86,118,252 ) (1,865,863 ) (21,955,435 )

Balance, January 1, 2022 - - 150,118,024 150,118 850,096,635 (736,821,840 ) 20,262,129 133,687,042
Issuance of common stock - exercise of warrants - - 36,934,569 36,895 110,992,598 - - 111,029,493
Conversions under notes payable 1,000,000 1,000 2,179,000 2,180,000
Offering costs upon exercise of warrants - - - - (9,992,654 ) - - (9,992,654 )
Issuance of common stock - consultants 40 (40 ) -
Share-based compensation - - - - 102,563 - 1,040,882 1,143,445
Exercise of warrant liabilities - - - - 100,029,044 - - 100,029,044
Net income - - - - - (372,947,957 ) (6,157,190 ) (379,105,147 )

Balance, March 31, 2022 - $ - 188,052,593 $ 188,053 $ 1,053,407,146 $ (1,109,769,797 ) $ 15,145,821 $ (41,028,777 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

Vinco Ventures, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,
2021
(Unaudited) 2020
(Unaudited)
Cash Flow from Operating Activities
Net loss from continuing operations attributable to Vinco Ventures, Inc. $ (783,489,330 ) $ (7,893,326 )
Net income attributable to noncontrolling interests (3,834,756 ) (15,198 )
Net loss from continuing operations (787,324,086 ) (7,908,524 )
Adjustments to reconcile net (income) loss to net cash used in operating activities:
Discontinued operations (5,112,100 ) 4,704,394
Depreciation and amortization 5,013,544 938,844
Amortization of financing costs 42,324,603 2,015,422
Stock-based compensation 16,829,359 2,765,022
Amortization of right of use asset 80,333 226,167
Gain on debt extinguishment (852,352 ) -
Loss (gain) on divestiture 4,130,580 (4,911,760 )
Loss on disposal of joint venture 304,643 -
Change in fair value of short-term investments 736,000 -
Loss on issuance of warrants 415,803,862 -
Change in fair value of warrant liability 287,891,003 -
Changes in assets and liabilities:
Accounts receivable (591,061 ) (1,037,432 )
Inventory 232,213 (146,126 )
Prepaid expenses and other current assets (2,835,791 ) (612,276 )
Accounts payable 2,027,185 (367,355 )
Accrued expenses and other current liabilities (356,941 ) 1,237,169
Operating lease liabilities (80,582 ) (219,608 )
Due from related party (17,050 ) 4,753
Net cash used in operating activities (21,796,639 ) (3,311,310 )

Cash Flows from Investing Activities
Purchase of property and equipment (281,164 ) (193,429 )
Cash received from sale of assets of CBAV 1, LLC 2,529,565 -
Acquisition, net of cash received (90,761,200 ) -
Funding of loan receivable (20,150,000 ) -
Net cash used in investing activities (108,662,799 ) (193,429 )

Cash Flows from Financing Activities
Borrowings under line of credit - 1,144,100
Borrowings under convertible notes payable 122,000,000 1,660,000
Borrowings under notes payable 73,000 1,739,852
Repayments under lines of credit
(379,333
) -
Repayments under notes payable (1,143,318 ) (947,127 )
Repayments under convertible notes payable (1,498,462 ) -
Repayments under notes payable- related parties (2,714,677 ) (14,508 )
Fees paid for financing costs (10,205,678 ) (33,762 )
Distributions - (71,931 )
Net proceeds from issuance of common stock 6,055,000 -
Net proceeds from exercise of warrants 167,961,099 -
Net cash provided by financing activities
280,147,631
3,476,624
Net increase (decrease) in cash and cash equivalents, and restricted cash
149,688,193
(28,115 )
Cash and cash equivalents, and restricted cash – beginning of period 249,356 412,719
Cash and cash equivalents, and restricted cash - end of period $
149,937,549
384,604

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest $
976,282
$ 239,682
Income taxes $ - $ 235,725
Noncash investing and financing activity:
Shares issued to note holders $ 422,672 $ 2,292,864
Shares issued to holder of line of credit $ 1,178,750 $ -
Shares issued for the divestiture of Cloud B, Inc. $ - $ 405,000
Shares issued for the acquisition of Lomotif Private Limited $ 10,135,000 $ -
Conversions under notes payable $ 31,251,007 $ 1,524,000
Issuance of warrants to note holders $ 102,938,515 $ 1,018,953
Shares reserved for EVNT, LLC $ 7,400,000 $ -
Distribution for issuance of shares to noncontrolling interest members of Global Clean Solutions, LLC $ - $
699,000

For the Three Months Ended March 31,
2022 2021
Cash Flow from Operating Activities
Net loss attributable to Vinco Ventures, Inc. $ (372,947,957 ) $ (62,291,354 )
Net (loss) income attributable to noncontrolling interest (6,157,190 ) 28,034
Net loss (379,105,147 ) (62,263,320 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Discontinued operations - (178,200 )
Amortization of financing costs 22,260,697 445,541
Share-based compensation 1,143,445 12,418,930
Depreciation and amortization 1,608,691 8,697,502
Amortization of right of use asset
35,604
24,163
Change in fair value of short-term investment 42,000 70,000
Loss on issuance of warrants 243,681,478 75,156,534
Change in fair value of warrant liability 86,948,858 (36,381,542 )
Changes in assets and liabilities:
Accounts receivable (2,428,136 ) (494,130 )
Inventory 28,030 (215,717 )
Prepaid expenses and other assets (5,384,663 ) 139,635
Accounts payable (1,835,876 ) (804,282 )
Accrued expenses and other liabilities (9,009,264 ) (755,224 )

Net Cash used in Operating Activities (42,014,284 ) (4,140,110 )

Cash Flows from Investing Activities
Issuance of loans held-for-investment-related parties - (5,000,000 )
Issuance of loans held-for-investment
(500,000
) (7,000,000 )
Purchases of property and equipment (326,563 ) (18,228 )
Purchase of intangible assets - -
Acquisition of business, net of cash acquired (Note 3) (34,850,576 ) -
Net Cash used in Investing Activities (35,677,139 ) (12,018,228 )

Cash Flows from Financing Activities
Net repayments under line of credit - (379,333 )
Net (repayments) borrowings under convertible notes payable
(150,000
) 19,720,000
Net borrowings under notes payable - 73,000
Net repayments under notes payable (27,644 ) (2,141,782 )
Net repayments under notes payable - related parties - (659,999 )
Fees paid for financing costs - (122,762 )
Net proceeds from exercise of warrants 101,036,839 1,690,604
Net proceeds from issuance of common stock - 3,255,000

Net Cash provided by Financing Activities 100,859,195 21,434,728
Net Increase in Cash and Cash Equivalents 23,167,772 5,276,390
Cash and Cash Equivalents - Beginning of Period 187,612,176 249,356
Cash and Cash Equivalents - End of Period $ 210,779,948 $ 5,525,746

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ 414,297 $ 343,824
Income taxes $ - $ (14,738 )
Noncash investing and financing activity:
Issuance of warrants to note holders $ 243,681,478 $ 22,000,000
Deferred acquisition costs $ 23,250,000 $ -
Shares issued to note holders $ - $ 422,672
Conversions under notes payable $ - $ 11,094,020
The accompanying notes are an integral part of these condensed consolidated financial statements.

8

Vinco Ventures, Inc. and Subsidiaries
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation and Nature of Operations

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned ~~subsidiaries.~~subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~September 30, 2021~~March 31, 2022 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the operating results for the full fiscal year for any future period.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, and updated, as necessary, in this Quarterly ~~Report on Form 10-Q.~~Report.

As used herein, the terms the “Company,” “Vinco Ventures”, “Vinco” “we,” “us,” “our” and similar terms refer to Vinco Ventures, Inc. ~~(f/k/a Edison Nation, Inc.)~~, a Nevada corporation incorporated on July 18, 2017 ~~under the laws of the State of Nevada as Idea Lab X Products, Inc.~~ and ~~also~~when appropriate, its wholly-owned and majority-owned operating subsidiaries and consolidated variable interest entities. The Company was formerly known as Edison Nation Inc., Xspand Products Lab, Inc. and Idea Lab Products, Inc. prior to its name change ~~on September 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~~to “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 the surviving corporation of the Merger (the “Surviving Corporation”). The name of the Surviving Corporation became Vinco Ventures, Inc. The transaction closedInc” on November 10, 2020.

Vinco Ventures is focused on digital media, advertising and content technologies.

As of ~~September 30, 2021,~~March 31, 2022, Vinco Ventures wholly-owned subsidiaries included: AdRizer, LLC (“AdRizer”), Cryptyde, Inc. (“Cryptyde”), Cryptyde Shared Services, LLC, ~~(“Cryptyde Shared”), CW Machines, LLC (“CW”),~~ TBD Safety, LLC, ~~(“TBD”),~~ Vinco Ventures Shared Services LLC, ~~(“Vinco Shared”),~~ Ferguson Containers, Inc. (“~~Fergco”~~Ferguson”), CBAV1, LLC, ~~(“CB1”),~~ Pirasta, LLC (“Pirasta”), Honey Badger Media LLC (“Honey Badger”), EVNT Platform LLC (“dba Emmersive ~~Entertainment”~~Entertainment (“EVNT”), BlockHiro, LLC and Edison Nation Holdings, LLC. 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. Vinco Ventures owns a 50% voting membership interest and a 25% economic interest after return of unreturned capital contributions in ZVV Media Partners, LLC (“ZVV”), 50% of Best Party Concepts, LLC and ~~50%~~75% of Global Clean Solutions, LLC, all of which are consolidated as ~~VIE’s~~variable interest entities (“VIEs”) with noncontrolling interests. ZVV owns 80% of the outstanding equity interests in Lomotif Private Limited (“Lomotif”). Lomotif owns 100% of Lomotif, Inc.
Vinco Ventures owns a 51
~~In April 2021,~~% voting membership interest in CW Machines, LLC (“CW Machines”), which is consolidated under the ~~Company agreed to unwind the joint venture of Ed Roses, LLC and recognized a loss of $301,645~~.
~~On September 12, 2021, the Company filed Articles of Incorporation with the State of Nevada for a new wholly owned subsidiary, Cryptyde, Inc.~~
~~On September 16, 2021, Cryptyde Shares Services, LLC was formed as a wholly-owned subsidiary of Ferguson Containers, Inc.~~voting interest method.

~~On September 16, 2021, EVNT Platform, LLC became a wholly-owned subsidiary of Ferguson Containers, Inc.~~
9

Liquidity

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, our operations lost ~~approximately~~ $~~40,889,402~~378,400,000 , of which ~~approximately~~ $~~21,416,921~~354,687,000 ~~was~~of expenses were non-cash and approximately $~~6,528,000~~8,200,000 was related to transaction costs for our acquisition of AdRizer which closed in February 2022. The Company expects that its ability to generate advertising revenue from the use of its digital media, advertising and ~~other non-recurring items.~~content assets will eventually offset its cash expense requirements, and that it has the financial resources to continue to invest in its growth initiatives in the near term, despite the fact that such expenses may be greater than the revenue generated by such assets in the near term.
~~At September 30, 2021,~~As of March 31, 2022, we had total current assets of ~~approximately~~ $~~$174,916,076~~182,425,000 and current liabilities of ~~approximately~~ $~~$37,427,946~~42,115,000 resulting in working capital of ~~approximately~~ $~~$137,488,130~~142,093,000 ,to meet our near term operating cash requirements. As of ~~which~~ ~~$28,481,485~~ ~~was convertible notes payable. At September 30, 2021,~~March 31, 2022, we had total assets of $~~$336,914,684~~500,679,000 and total liabilities of $~~$508,913,890~~541,707,000, of which $~~468,612,700~~429,167,000 was related to ~~the~~our warrant liabilities, resulting in a stockholders’ deficit of $~~171,999,206~~41,029,000.
~~The Company received proceeds of $45,959,160~~ ~~from sale of our securities subsequent to September 30, 2021.~~

Our principal sources of capital are our cash and cash equivalents, and cash generated from the sale of our securities. Our principal uses of capital are operating expenses, including amounts required to fund working capital and capital expenditures, acquisition costs, loans and capital contributions to our subsidiaries and consolidated variable interest entities. We currently anticipate that our available funds and cash flow from financing activities will be sufficient to meet our operational cash needs and fund our planned acquisitions and investments for at least the next twelve ~~months.~~
9
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~months from the issuance of the financial statements.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned subsidiaries, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated.
~~Reclassifications~~
Certain amounts previously presented in the consolidated financial statements have been reclassified to conform to the current year presentation. Such reclassifications had no effect on the previously reported net loss, Stockholders’ equity or cash flows.

Use of Estimates

Preparation of financial statements in conformity with ~~U.S.~~ GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements.
10

The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

~~Discontinued Operations~~Significant Accounting Policies

A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operationsSignificant accounting policies are ~~aggregated and presented separately~~disclosed in the ~~Consolidated Statement~~Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no changes in such policies or the application of ~~Operations. Assets and liabilities of~~such policies during the ~~discontinued operations are aggregated and reported separately~~three months ended March 31, 2022 except as ~~assets and liabilities of discontinued operations~~follows with regard to revenue recognition in the Consolidated Balance Sheet, including the comparative prior year period. The Company’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.connection with AdRizer:

~~Cash and Cash Equivalents, and Restricted Cash~~
~~The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents in the consolidated financial statements.~~
~~Restricted cash includes cash held in a bank under a deposit account control agreement with Hudson Bay Master Fund.~~
10
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 2 — Summary of Significant Accounting Policies — (Continued)~~
The Company has cash on deposit in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $~~149,937,549~~ ~~of cash and cash equivalents at September 30, 2021 of which none was held in foreign bank accounts and $147,451,668~~ ~~was~~ ~~not covered by FDIC insurance limits as of September 30, 2021. The Company had $100,000,000~~ ~~of cash at September 30, 2021 under a deposit account control agreement as collateral against the July 2021 Hudson Bay Financing (See~~ ~~Note 10 — Debt~~).
~~Accounts Receivable~~
Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted.
~~Two customers represented~~ 34~~% and~~ 14~~% of total accounts receivable, respectively as of September 30, 2021.~~
~~Inventory~~
Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors.
~~Short-Term Investments~~
Short-term investments consisted of equity securities. The Company classified its investments as trading securities. Accordingly, such investments were reported at fair market value, with the resultant unrealized gains and losses reported as a component of the consolidated statements of operations. Fair value for trading securities was determined by reference to quoted market prices.
~~Property and Equipment, Net~~
Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 ~~years for office equipment,~~ 5 to 7 ~~years for furniture and fixtures,~~ 6 to 10 ~~years for machinery and equipment,~~ 10 to 15 ~~years for building improvements,~~ 5 ~~years for software,~~ 5 ~~years for molds,~~ 5 to 7 ~~years for vehicles and~~ 40 ~~years for buildings.~~
~~Goodwill and Intangible Assets~~Revenue Recognition

We record intangible assets based on their fair value on the date of acquisition. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. We perform an impairment assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business.
We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach.
The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, requires our management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, our business plan for the future and estimated results of future operations. Future events could cause us to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired.
Intangible assets include the cost of developed technology, customer relationships, trademarks and identifiable media platforms. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives. Vinco Ventures reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded.
~~Revenue Recognition~~
Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606:
Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
11
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 2 — Summary of Significant Accounting Policies — (Continued)~~
Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply ~~judgement~~judgment to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation.
Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s ~~judgement,~~judgment, it is probable that a significant future reversal of cumulative revenue under the contract would not occur.
Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.
Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time.
~~Substantially all of the~~Product
The Company’s product revenues ~~continue to be~~are recognized when control of the goods ~~or service is~~are transferred to the customer, which is upon ~~delivery~~shipment of the finished goods ~~or service to the customer. Goods include non-fungible tokens and revencues are recognized when the rights of the non-fungible token are transferred~~ to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the revenue standards, revenue recognition from the sale of finished goods to customers, which represents the majority of the Company’s revenues, was not impacted by the adoption of the new revenue standards
Digital media advertising and licensing
The Company’s digital media advertising revenues are generated primarily from the posting of original digital content through third-party online platforms which are then delivered to users of the online platform across the customer’s digital advertising platform and becomes monetizable to the Company, which the Company concludes is its performance obligation. The Company recognizes revenue when control of the services are transferred to customers and the transaction price is determined by the third-party online platform. Revenue from the digital media platform is primarily recognized based on impressions delivered to customers. An “impression” is delivered when an advertisement appears on pages viewed by users. Licensing revenues are derived from the sale of a licensee’s products that incorporates the Company’s intellectual property. Royalty revenues are recognized during the quarter in which the Company receives a report from the licensee detailing the shipment of products that incorporate the Company’s intellectual property, which receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s intellectual property. For AdRizer, FASB ASC 606 requires an entity to determine whether it is a principal (recognizes revenue at the gross amount) or an agent (recognizes revenue at the net amount) for each promised good or service. Based on the FASB guidance, the Company has determined that AdRizer is the principal for each promised good or service, thus, revenue is recognized at the gross amount of the transactions. Revenue from traffic sales and traffic management services are generally recognized at the end of each month when the performance obligation is satisfied.
Note 3 — Acquisitions and Divestitures

Acquisitions
~~Disaggregation~~AdRizer, LLC
On February 11, 2022, the Company acquired all of ~~Revenue~~the outstanding equity interests of AdRizer and cancelled all outstanding performance units under AdRizer’s phantom equity plan (“Performance Units”) pursuant to that certain Unit Purchase Agreement among the Company, AdRizer, the members of AdRizer and the holders of Performance Units of AdRizer (collectively, the “Seller Members”), and Innovative Assets LLC, in its capacity as the sellers’ representative (the “Unit Purchase Agreement”), resulting in AdRizer becoming a wholly-owned subsidiary of the Company. The purchase price paid and payable consists of (i) $38 million in cash paid at closing, of which $10 million was deposited in an escrow account to secure the Seller Members’ indemnification obligations under the Unit Purchase Agreement, subject to customary post-closing adjustments for working capital and other items, and (ii) up to 10 million shares of the Company’s common stock to be issued on January 1, 2024, determined by dividing $50 million by the volume weighted average price of the Company’s common stock reported by Bloomberg LP for the 20 trading days preceding such date, subject to a floor price of $5.00 and maximum price of $8.00 per share (the “Purchase Price Equity”). The Company estimated the fair value of the Purchase Price Equity to be issued was $23,250,000.

~~The Company’s primary revenue streams include~~If a Company change of control transaction occurs on or prior to January 1, 2024, the ~~sale and/~~issuance of the Purchase Price Equity may be accelerated to allow each Seller Member to participate in such transaction on the same terms as other common stockholders of the Company (the “Acceleration”), provided that, to the extent that the consideration to be paid to the common stockholders of the Company in such transaction does not consist entirely of cash or ~~licensing~~free-trading securities listed on a national stock exchange, (i) each Seller Member may elect the Acceleration except with respect to Purchase Price Equity issuable in respect of ~~consumer goods~~the Performance Units, and ~~packaging materials for innovative products. The Company’s licensing business is not material and~~(b) if any Seller Member has not ~~been separately disaggregated for segment purposes. The Company’s disaggregated revenues for~~elected the ~~three~~Acceleration, to the extent permitted and ~~nine months ended September 30, 2021~~with respect to the Performance Units, the Company shall (i) pay each such applicable Seller Member a cash amount equal to 50% of such Seller’s Member’s pro rata portion of the Purchase Price Equity (the “Forfeited Purchase Price Equity”) and ~~2020 was as follows:~~
~~Schedule~~(ii) issue such Seller Member’s pro rata portion of ~~Disaggregation of Revenue~~the Purchase Price Equity less the Forfeited Purchase Price Equity.

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2021 2020 2021 2020
Revenues:
Product sales $ 1,123,966 $ 2,408,248 $ 6,303,646 $ 9,444,452
Media platform sales
1,042,898
-
1,042,898
-
Service - 800 - 800
Licensing 65,122 113,093 142,415 204,217
Total revenues, net $ 2,231,986 $ 2,522,141 $ 7,488,959 $ 9,649,469

12

~~Vinco Ventures, Inc.~~Upon the closing of the acquisition, AdRizer entered into a new employment agreement with its chief executive officer, Kenneth Bond. Certain Seller Members including those who are employees, officers, directors or managers of AdRizer and ~~Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~their affiliates also agreed to be bound by three-year post-closing non-competition and non-solicitation restrictive covenants pursuant to the Unit Purchase Agreement.

~~Note 2 — Summary~~The Company has accounted for the AdRizer acquisition as a business combination under the acquisition method of ~~Significant Accounting Policies — (Continued)~~accounting. The Company has classified the Purchase Price Equity as a deferred acquisition liability.

~~For~~The purchase price allocation presented below is preliminary given the ~~three~~recent closing of the AdRizer acquisition. We are in the process of evaluating additional information necessary to finalize the valuation of assets acquired and ~~nine months ended September 30, 2021~~liabilities assumed as of the acquisition date including, but not limited to, post-closing adjustments to the working capital acquired and ~~2020,~~identification and valuation of developed technology and intangible assets acquired, fair value of AdRizer’s investment in Mind Tank, LLC, as well as the ~~following customer represented more than 10%~~fair value of ~~total net revenues:~~the equity consideration transferred. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation, including other intangible assets, goodwill and the related tax impact of such adjustments. We expect to finalize the purchase price allocation within the measurement period.
~~Schedule~~Summary of ~~Revenue from External Customers~~Business combination Acquired Assets and Liabilities Purchase Price

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2021 2020 2021 2020
Customer:
Customer A 7 % 0* 10 % 0*
AdRizer
Cash paid $
37,936,323

Fair value of deferred acquisition price 23,250,000
Purchase consideration $ 61,186,323

* ~~Customer did not represent greater than 10% of total net revenue.~~
AdRizer
Cash and cash equivalents $ 3,085,747
Accounts receivable 5,564,539
Other current assets 822,311
Property and equipment 191,654
Intangible assets, including goodwill 58,864,751
Total assets acquired 68,529,002

Accounts payable and accrued expenses 7,342,678
Total liabilities assumed 7,342,678
$ 61,186,323

~~For~~The Company recognized $8,216,000 of acquisition related costs, including $6,750,000 paid to ZASH for the assignment of ZASH’s rights under a letter of intent to acquire AdRizer (See Note 13- Related Party Transactions) that were expensed during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and ~~2020, the following geographical regions represented more than 10% of total net revenues:~~Administrative”.
~~Schedule of Revenue by Geographical Areas~~

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2021 2020 2021 2020
Region:
North America 100 % 79 % 100 % 89 %
Europe 0* % 17 % 0* % 10 %
* ~~Region did not represent greater than 10% of total net revenue.~~
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~~Vinco Ventures, Inc.~~The activity of AdRizer is included in the Company’s consolidated financial statements from the acquisition date to March 31, 2022. The amounts of revenue and ~~Subsidiaries~~earnings of AdRizer from the acquisition date of February 11, 2022 to March 31, 2022 are as follows:
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Schedule of Business Combination Revenue and Earnings

Revenue $ 7,653,085
Net income 147,618
The following represents the pro forma consolidated statement of operations as if AdRizer had been included in the consolidated results of operations of the Company for the three month period ended March 31, 2022 and 2021. The pro forma financial information is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma information is based upon currently available information and does not reflect any additional depreciation or amortization that would have been charged assuming fair value adjustments to developed technology and other intangible assets, together with the consequential tax effects, which have not yet been finalized.

For the Three Months
Ended March 31,
2022 2021
(Unaudited) (Unaudited)
Revenues, net 14,732,998 11,767,354
Net loss attributable to Vinco Ventures, Inc. (372,965,693 ) (62,374,954 )
Asset Acquisitions
Emmersive Entertainment Asset Contribution
On April 17, 2021, Vinco and EVNT entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc. (“Emmersive”), pursuant to which Emmersive contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certain physical assets (the “Contributed 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(“Amended Operating Agreement”). Certain put rights are associated with Preferred Units, which if exercised by the Preferred Members, obligates Vinco to purchase the Preferred Units in exchange for 1,000,000 shares of Vinco Venture’s common stock (“Put Rights”). In addition, the Preferred Members have the opportunity to earn up to 4,000,000 Conditional Preferred Units if certain conditions are satisfied for each of the four earn out targets (“Earn-Out Targets”). The Earn-Out Targets are described below:
Earn-Out Target 1: In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 approved influential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s shareholders, 1,000,000 Conditional Preferred Units, with Put Rights.
Earn-Out Target 2: In the event that the Company generates a minimum of $7,000,000 in annualized booked revenues inclusive of revenues generated from the celebrities onboarded by the Company (collectively “Attributed Revenue”) in any three-calendar-month period ending on or before March 31, 2022 (i.e. more than $1,750,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s shareholders 1,000,000 Conditional Preferred Units, with the Put Rights. The Earn-out arrangement with the former sellers of Emmersive as described below provides extensions whereby the former sellers of Emmersive would still be eligible for the Earn-out Target 2.
14
Earn-Out Target 3:In the event that the Company generates a minimum of $28,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2022 (i.e. more than $7,000,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s shareholders 1,000,000 Conditional Preferred Units, with Put Rights.
Earn Out Target 4: In the event that the Company generates a minimum of $62,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2023 (i.e. more than $15,500,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s shareholders 1,000,000 Conditional Preferred Units, with Put Rights.
On April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed. The Preferred Units and Conditional Preferred Units were valued at $2,100,00 and $5,300,000, respectively, and recorded as an intangible asset. On October 19, 2021, the Preferred Unit Holders were issued 1,000,000 shares of common stock of Vinco in exchange for the Preferred Units.
The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset:
Summary of the Aggregate Purchase Price Consideration Paid
April 17, 2021

Fair value of shares reserved for future issuance and earn out shares $ 7,400,000
Fair value of assumed notes payable 151,987
Total 7,551,987
On February 25, 2022, Emmersive, certain former shareholders of Emmersive (collectively, the “Emmersive Parties”), the Company and EVNT entered into a Termination and Release Agreement, terminating certain transaction documents dated April 17, 2021, in connection with which the Emmersive Parties and Cryptyde also entered into a Milestone Agreement for the earnout shares to be earned and any remaining consideration to be paid by Cryptyde with an effective date of both the agreements upon the spin-off of Cryptyde being declared effective by the SEC (the “Effective Date”). Upon the Effective Date, the agreements will release the Company of the obligation to deliver the additional 4,000,000 earn-out shares provided under the Asset Contribution Agreement. The contingent consideration to be paid by Cryptyde upon the successful completion of the spin-off are described below:
Earned Shares: Issuance of 300,000 registered shares of common stock of Cryptyde (“Cryptyde Shares”) within 30 days after the effectiveness of our first registration statement following the spin-off.
Milestone 1: In the event that Cryptyde generates a minimum of $5,500,000 in annualized booked revenues from the operation of the Musician & Artist Platform (“Attributed Revenue”) ending eight (8) months following the Effective Date (“Tranche 1 Milestone Date”), the Emmersive Parties shall receive 100,000 restricted Cryptyde Shares (“Tranche One”) within 30 after the Tranche 1 Milestone Date. In the event that Cryptyde does not satisfy this milestone for any reason by the Tranche 1 Milestone Date, the Emmersive Parties shall have no rights to the additional Cryptyde Shares.
Milestone 2: After the Effective Date, in the event Cryptyde generates a minimum of $26,500,000 in annualized Attributed Revenues in any three-calendar month period ending on or before September 30, 2023, from the Musician & Artist Platform, the Emmersive Parties shall receive an additional 100,000 restricted Cryptyde Shares (“Tranche Two”). In the event Milestone Two is achieved, then Milestone One shall also be deemed to have been achieved. In the event that Cryptyde does not satisfy Milestone Two for any reason by September 30, 2023, the Emmersive Parties shall have no rights to Tranche Two.
Milestone 3: After the Effective Date in the event that Cryptyde generates a minimum of $60,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before September 30, 2024, from the Musician & Artist Platform, Emmersive Parties shall receive an additional 100,000 restricted Cryptyde Shares (“Tranche Three”). In the event Milestone Three is achieved, then Milestones One and Two shall also be deemed to have been achieved. In the event that Cryptyde does not satisfy Milestone Three for any reason by September 30, 2024, time being of the essence, the Emmersive Parties shall have no rights to Tranche Three. In the event that Cryptyde satisfies Milestone Three in the time prescribed they shall have the right to receive an additional 100,000 restricted shares of Cryptyde Shares (“Bonus Tranche”). In the event that Cryptyde does not satisfy Milestone Three for any reason, the Emmersive Parties shall have no rights to the Bonus Tranche.
15
Divestitures
CBAV1, LLC Divestiture
On March 12, 2021, the bankruptcy court approved the sale of CBAV1, LLC’ assets used for its business of selling children’s products to BTL Diffusion SARL, the winning bidder, at the auction held 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 amount of $200,000 on April 15, 2023 (“CBAV1-BTL Transaction”).
A first closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April 21, 2021. Contemporaneously with the closing on April 21, 2021, a certain license agreement between CBAV1 and Edison Nation, LLC terminated and any remaining operational assets of Edison Nation were transferred to BTL.
The table below shows the assets that the Company transferred to BTL and the components of the loss on discontinued operations:
Schedule of Loss on Income Operations of Discontinued Operations
April 21, 2021
Cash received from buyer 2,529,565
Accounts receivable (293,005 )
Inventory (665,522 )
Prepaid expenses (160,666 )
Intangible assets (5,540,952 )
Loss on divestiture 4,130,580
Operating loss of discontinued operations 178,200
Bankruptcy costs 803,320
Loss on discontinued operations 5,112,100
Expected Spin-Off of Cryptyde, Inc.
On November 8, 2021, our subsidiary Cryptyde initially filed, and on January 25, 2022, March 18, 2022 and May 13, 2022 amended, a Form 10 registration statement with the SEC (the “Form 10”) in connection with our planned spin-off of Cryptyde, subject to certain conditions as described in the registration statement, including the effectiveness of the registration statement, receipt of an opinion of counsel to the effect that, among other things, the spin-off and related transactions should qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code, and Nasdaq having approved the listing of Cryptyde’s common stock. Cryptyde holds our packaging, Bitcoin mining services, and Web3 (decentralized internet) products businesses.
On May 16, 2022, the Form 10 was declared effective. The record date for the spin-off is May 18, 2022 and the distribution date is scheduled for May 27, 2022. Upon completion of the spin-off, Cryptyde would become an independent, publicly traded company.

Note 24 — ~~Summary of Significant Accounting Policies — (Continued)~~Variable Interest Entities

The Company is involved in the formation of various entities considered to be Variable Interest Entities (“VIEs”). The Company evaluates the consolidation of these entities as required pursuant to ASC Topic 810 relating to the consolidation of VIEs.
The Company’s determination of whether it is the primary beneficiary of VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to the majority of the risks and rewards of the entity. Typically, the Company is entitled to substantially all or a portion of the economics of these VIEs. The Company is the primary beneficiary of the VIE entities. The assets of the VIEs can be used to settle obligations of the consolidated entities. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets.
16
The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company as of March 31, 2022 and December 31, 2021:
Carrying Values of Assets and Liabilities of Variable Interest Entities
March 31, 2022

December 31, 2021

March 31, 2022
December 31, 2021

Assets
Current assets:
Cash and cash equivalents $ 6,183,563 $ 1,856,017
Prepaid expenses and other current assets 1,824,684 2,388,893
Other Investments 109,765,000 -
Due from Related Party 11,400,584 15,997,803
Loan Interest Receivable 366,355 -
Total current assets 129,540,186 20,242,713
Loan Held-for-Investment 3,100,000 3,100,000
Loan Held-for-Investment, related parties 18,000,000 11,500,000
Property and Equipment, net 189,028 147,519
Intangible assets, net 27,047,962 28,150,048
Goodwill 116,188,021 116,188,021
Cost Method Investments 1,500,000 1,000,000
Total assets $ 295,565,197 $ 180,328,301

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 575,420 $ 686,674
Accrued expenses and other current liabilities 1,597,397 1,672,492
Total current liabilities 2,172,817 2,359,166
Intercompany 44,681,303 -
Notes Payable 4,563,879 2,650,000
Total liabilities $ 58,091,392 $ 5,324,832
The following table presents the operations of entities that are VIEs and consolidated by the Company as of March 31, 2022 and 2021:

For the Three Months
Ended March 31,

2022 2021
Revenues, net $ - $ 214,394
Cost of revenues - 84,155
Gross profit - 130,239

Operating expenses:
Selling, general and administrative 10,971,969 100,421
Operating (loss) income (10,971,969 ) 29,818

Other (expense) income:
Interest expense (2,212 ) 26,250
Other income 88,569
Total other (expense) income (86,357 ) 56,068
Loss before income taxes (10,885,612 ) 56,068
Income tax expense - -
Net loss $ (10,885,612 ) $ 56,068
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As of March 31, 2022, the Company had no unconsolidated VIEs. The Company has consolidated both ZVV and Lomotif, for which the Company has determined it holds a variable interest.
ZVV Media Partners, LLC and Lomotif Private Limited
On January 19, 2021, Vinco Ventures, ZASH and ZVV entered into a Contribution Agreement pursuant to which each of Vinco Ventures and Zash contributed to ZVV certain media and entertainment assets in order for ZVV to engage in the development and production of consumer facing content and related activities.
On or around February 23, 2021, ZASH entered into a Securities Purchase Agreement (the “Lomotif SPA”) with Lomotif and certain shareholders of Lomotif (the “Lomotif Selling Shareholders”) to acquire a controlling interest in Lomotif.
On July 19, 2021, ZASH, Lomotif, the Lomotif Selling Shareholders and ZVV entered into a Deed of Variation and Supplement whereby, among other things, ZASH novated all of its rights and obligations under the Lomotif SPA to ZVV and ZVV assumed all of ZASH’s rights and obligations under the Lomotif SPA.
On July 22, 2021, ZASH and Vinco Ventures entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which (i) ZASH and Vinco Ventures each acquired a 50% voting membership interest in ZVV; and (ii) ZASH acquired a 75% economic interest in ZVV after return of unreturned capital contributions and Vinco Ventures acquired a 25% economic interest in ZVV after return of unreturned capital contributions.
On July 25, 2021, ZVV completed the acquisition of an 80% equity ownership interest in Lomotif for a total purchase price of $109,765,000
Note 5 — Short-Term Investments
As of March 31, 2022 and December 31, 2021, short-term investments consisted of the following:
Schedule of Short-Term Investments
March 31, 2022 December 31, 2021
Jupiter Wellness, Inc. (JUPW) $ 1,040,000 $ 1,040,000
Unrealized losses (820,000 ) (862,000 )
Total short-term investments $ 220,000 $ 178,000
Note 6 — Property and Equipment, net
As of March 31, 2022 and December 31, 2021, property and equipment consisted of the following:
Schedule of Property and Equipment
March 31, 2022 December 31, 2021
Buildings – rental property $ - $ -
Building improvements 800,746 800,746
Equipment and machinery 4,821,194 4,779,685
Furniture and fixtures 473,459 388,637
Computer software 501,340 147,792
Molds 79,300 79,300
Vehicles 533,867 533,867
Leasehold Improvements 415,864 -
Property, plant and equipment, gross 7,625,770 6,730,027
Less: accumulated depreciation (5,840,544 ) (5,353,276 )
Total property and equipment, net $ 1,785,226 $ 1,376,751
Depreciation expense for the three months ended March 31, 2022 and 2021 was $74,139 and $32,812, respectively.
18
Note 7 —— Loans held for investment
As of March 31, 2022 and December 31, 2021, loans held-for-investment consisted of the following:
Summary of Loans Held for Investment
March 31, 2022 December 31, 2021
Loans held-for-investment:
PZAJ Holdings, LLC ⁽ⁱ⁾ $ 4,600,000 $ 3,950,000
Carlin Haynes, LLC ⁽ⁱⁱ⁾ $ 750,000 $ 250,000
Total loans held-for-investment $ 5,350,000 $ 4,200,000
(i) PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif.
(i) PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. The interest rate on the notes is 2% per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest.
The interest rate on the notes is 2% per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project.
As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest.
(ii) On August 5, 2021, the Company loaned $250,000to Carlin Haynes, LLC, dba TMX. The interest rate on the note is 6% per annum. The maturity date of the loan is August 5, 2023. The purpose of the loan is to engage in the creation and distribution of digital media content. In the event that Carlin Haynes, LLC issues and sells units of preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to Carlin Haynes, LLC of at least $1,000,000, excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the note issued to the Company (the “TMX Note”), in accordance with their respective terms and the TMX Note has not been paid in full, then the outstanding principal balance of the TMX Note and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of limited liability company membership units/interests of Carlin Haynes LLC equal to the outstanding principal balance of the TMX Note and all accrued and unpaid interest due on the TMX Note on the date of conversion, divided by 80% of the price per unit paid by the investors to purchase the new securities in the qualified financing.
As of March 31, 2022 and December 31, 2021, loans held-for-investment – related parties consisted of the following:
Summary of Related Parties Loans Held for Investment
March 31, 2022 December 31, 2021
Loans held-for-investment – related parties:
Zash Global Media and Entertainment Corporation ⁽ⁱⁱⁱ⁾ 15,000,000 15,000,000
Magnifi U ^(iv) 1,500,000 1,500,000
Wattum Management ^(v) 4,000,000 4,000,000
Total loans held-for-investment – related parties $ 20,500,000 $ 20,500,000
19
(iii)
ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content.
As of March 31, 2022, the Company has loaned $15,000,000 to ZASH under multiple financings. The interest rate on the notes is 6% per annum. The loans are due in 2023. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities.
In the event that ZASH issues and sells preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to ZASH of at least $1,000,000, excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the notes issued to the Company (the “ZASH Notes”), in accordance with their respective terms and the ZASH Notes have not been paid in full, then the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of preferred equity securities of ZASH equal to the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest due on the ZASH Notes on the date of conversion, divided by 80% of the price per share paid by the investors to purchase the new securities in the qualified financing.
(iv) On October 12, 2021, the Company loaned $1,500,000 to Magnifi U. The interest rate on the note is 3% per annum. The maturity date of the loan is October 12, 2023. The purpose of the loan is to engage in the creation and distribution of digital media content.
(v) On October 14, 2021, the Company loaned $4,000,000 to Wattum Management, Inc. The interest rate on the note is 5% per annum. The maturity date of the loan is October 12, 2026. The purpose of the loan is to engage in the sale of crypto mining equipment.
Note 8 —Cost-method investments
As of March 31, 2022 and December 31, 2021, cost method investments consisted of the following:
Schedule of Cost Method Investments
March 31, December 31,
2022 2021
Hyperreal Digital, Inc. $ 1,000,000 $ 1,000,000
Total cost-method investments $ 1,000,000 $ 1,000,000
Note 9 — Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable and accounts payable, approximate fair values due to the short-term nature of these instruments. The carrying amount of the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. ~~The loan held for investment was acquired at fair value, which resulted in a discount.~~
20

The following fair value of financial assets and liabilities and the input level used to determine the fair value ~~at September 30,~~as of March 31, 2022 and December 31, 2021 is presented below:
Schedule of Fair Value of Financial Assets and Liabilities

Fair Value Measurements as of
September 30, 2021

Fair Value Measurements as of
March 31, 2022

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Assets:
Short-term investments $ 282,000 $ - $ - $ 210,000 $ - $ -

Liabilities:
Warrant liability - - 468,612,700 - - 429,023,674
Total 282,000 - 468,612,700 210,000 - 429,023,674

~~The following fair value of financial assets and liabilities and the input level used to determine the fair value at December 31, 2020 is presented below:~~

Fair Value Measurements as of
December 31, 2020

Fair Value Measurements as of
December 31, 2021

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Assets:
Short-term investments $ 282,000 $ - $ - $ 178,000 $ - $ -

Liabilities:
Warrant liability - - 198,566,170
Total 282,000 - - 178,000 - 198,566,170

The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022 and 2021, respectively:
Schedule of Reconciliation of Liabilities Measured at Fair Value

Warrant
Liability
(Level 3)

Balance, December 31, 2020 $ -
Issuance of warrants 518,742,375
Change in fair value 287,891,005
Exercise of warrants (338,020,680 )
Balance, September 30, 2021 $ 468,612,700
Warrant Liability

Balance, January 1, 2022 $ 198,566,170
Issuance of warrants 243,681,478
Change in fair value of warrants 86,948,858
Exercise of warrants (100,029,444 )
Balance, March 31, 2022 $ 429,167,462

U.S. equity stocks represent investment in stocks of U.S. based companies. The valuation inputs for U.S. equity stocks are based on the last published price reported on the major stock market on which the securities are traded and are primarily classified as Level 1. Securities whose valuation inputs are not based on observable market information are classified as Level 3.
~~Warrant Accounting~~
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.
The Company classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheets as this warrant is a free-standing financial instrument that may require the Company to transfer consideration upon exercise (See ~~Note 11 — Warrant Liability~~ for further information). Each warrant is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.
~~Sequencing Policy~~
Under ASC 815-40-35, the Company follows a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy.
Warrant Liability

Balance, January 1, 2021 $ -
Issuance of warrants 77,083,044
Change in fair value of warrants (18,627,843 )
Exercise of warrants (219,636 )
Balance, March 31, 2021 $ 58,235,565

1421

~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Note ~~2 — Summary of Significant Accounting Policies — (Continued)~~
~~Foreign Currency Translation~~
The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2021 and 2020 and the cumulative translation gains and losses as of September 30, 2021 and December 31, 2020 were not material.
~~Net Earnings or Loss per Share~~
Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
As of September 30, 2021 and 2020, the Company excluded the common stock equivalents summarized below, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.
~~Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share~~
September 30, September 30,
2021 2020
Selling Agent Warrants - 160,492
Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT, LLC 1,000,000 -
Placement Agent Warrants 6,291,604 -
Options 80,000 80,000
Convertible shares under notes payable 30,060,454 558,803
Warrants for noteholders 86,529,254 625,000
Warrants for investors 1,007,194 -
Restricted stock units - 120,000
Series B Convertible Stock - -
Shares to be issued 1,150,796 165,000
Total $ 126,119,302 $ 1,709,295
15
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 2 — Summary of Significant Accounting Policies — (Continued)~~
~~Subsequent Events~~
The Company has evaluated subsequent events through the date which the financial statements were issued. Based upon such evaluation, except for items described in Note 15, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.
~~Segment Reporting~~
The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings.
~~Note 3 —~~ ~~Acquisitions and Divestitures~~
~~Acquisitions~~
~~Lomotif Acquisition~~
~~On July 25, 2021, ZVV, a joint venture of the Company and ZASH Global Media and Entertainment Corporation (“ZASH”), completed the acquisition of~~ 80~~% of the outstanding capital stock of Lomotif for a total purchase price of~~ ~~$109,765,000~~.
~~The activity of Lomotif is included in the Company’s consolidated statements of operations from the acquisition date to September 30, 2021 included selling, general and administrative expenses of $6,691,611~~ ~~and a net loss of $6,747,008~~.
~~The following table summarizes the aggregate purchase price consideration paid:~~
~~Summary of Aggregate Purchase Price Consideration Paid~~
Lomotif
Cash paid $ 92,000,000
Fair value of issued shares 8,882,500
Issuance of debt selling shareholder*(*) 8,000,000
Fair value of conversion feature to selling shareholder* 882,500
Purchase consideration $ 109,765,000
* ~~The full amount of $8,000,000~~ ~~was converted into~~ ~~2,750,000~~ ~~shares of common stock of the Company on September 13, 2021.~~
The Company believes that this combination will strengthen its future growth opportunities in digital media and content technologies. The Company accounted for this acquisition as a business combination under the acquisition method of accounting. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition:
~~Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed~~
Lomotif
Cash and cash equivalents $ 1,238,800
Prepaid expenses and other current assets 247,458
Property and equipment 91,007
Intangible assets 143,237,848
Total assets acquired 144,815,113

Debt 5,567,794
Accounts payable 706,531
Accrued expenses and other liabilities 1,334,538
Total liabilities assumed 7,608,863
Noncontrolling interest (27,441,250 )

Total assets acquired, net 109,765,000
~~TBD Safety, LLC Acquisition~~
On September 29, 2020, the Company 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 Sellers owned all outstanding Units of TBD. Under the terms of the Agreement, the Company issued a total of Two Million Two Hundred Ten Thousand Three Hundred Eighty-Two (~~2,210,382) shares of the Company’s common stock and a total of Seven Hundred Sixty-Four Thousand Six Hundred Eighteen (764,618~~) shares of a newly designated Preferred Stock (the “Preferred”). In addition, the Company and Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Sellers obligating the Company to register such common stock and shares of common stock to be issued upon conversion of the Preferred within 120 days after the Closing. The Sellers also had an Earn Out Consideration, which provides that at such time as the assets purchased in the Agreement achieve cumulative revenue of $~~10,000,000, the Sellers will earn a total of One Hundred Twenty-Five Thousand (125,000) shares of common stock. The closing of the transaction occurred on October 16, 2020.~~
16
~~Asset Acquisitions~~
~~Emmersive Entertainment Asset Contribution~~
On April 17, 2021, Vinco Ventures, Inc. (“Vinco”) and EVNT Platform, LLC, a wholly owned subsidiary of Vinco (“the Company” or “Buyer”), entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc. (“Emmersive” or “Seller”), pursuant to which Emmersive contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certain physical assets (the “Contributed 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(“Amended Operating Agreement”). Certain put rights are associated with Preferred Units, which if exercised by the Preferred Members, obligates Vinco to purchase the Preferred Units in exchange for ~~1,000,000~~ ~~shares of Vinco Venture’s common stock (“Put Rights”). In addition, the Preferred Members have the opportunity to earn up to~~ ~~4,000,000~~ ~~Conditional Preferred Units if certain conditions are satisfied for each of the four earn out targets (“Earn-Out Targets”). The Earn-Out Targets are described below:~~
~~Earn-Out Target 1~~: In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 ~~approved influential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s Shareholders,~~ ~~1,000,000~~ ~~Conditional Preferred Units, with Put Rights.~~
~~Earn-Out Target 2~~: ~~In the event that the Company generates a minimum of $7,000,000~~ in annualized booked revenues inclusive of revenues generated from the celebrities onboarded by the Company (collectively “Attributed Revenue”) in any three-calendar-month period ending on or before March 31, 2022 (i.e. more than $~~1,750,000~~ ~~in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders~~ ~~1,000,000~~ ~~Conditional Preferred Units, with the Put Rights.~~
~~Earn-Out Target 3:In the event that the Company generates a minimum of $28,000,000~~ ~~in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2022 (i.e. more than $7,000,000~~ ~~in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders~~ ~~1,000,000~~ ~~Conditional Preferred Units, with Put Rights.~~
~~Earn Out Target 4~~: ~~In the event that the Company generates a minimum of $62,000,000~~ ~~in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2023 (i.e. more than $15,500,000~~ ~~in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders~~ ~~1,000,000~~ ~~Conditional Preferred Units, with Put Rights.~~
~~On April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed. The Preferred Units and Conditional Preferred Units were valued at $2,100,00~~ ~~and $5,300,000, respectively, and recorded as an intangible asset.~~
~~The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset:~~
~~Summary of Aggregate Purchase Price Consideration Paid~~
April 17, 2021

Fair value of shares reserved for future issuance $ 7,400,000
Fair value of assumed notes payable 151,987
Total 7,551,987
~~Honey Badger Asset Acquisition and License Agreement~~
On November 10, 2020, the Company, through its wholly owned subsidiary, Honey Badger Media, LLC, entered into a series of transactions to acquire certain assets and license a platform with Honey Badger Media, LLC, a Delaware limited liability company, for $~~300,000~~ ~~and~~ ~~750,000~~ shares of common stock. The transaction was treated as an asset purchase and not accounted for as a business combination due to substantially all of the fair value of gross assets acquired were concentrated to a group of similar identifiable assets which was media licensing assets. In addition, there was limited inputs, processes and outputs, which did not meet the requirements to be a business. On January 5, 2021, the Company issued ~~750,000~~ ~~shares of our common stock in connection with the asset acquisition.~~
~~HMNRTH Asset Acquisition~~
~~On March 11, 2020, the Company issued~~ ~~238,750~~ ~~shares of our common stock to acquire the assets of HMNRTH, LLC. On July 1, 2020, the Company made payment in the amount of $70,850~~ to the principals of HMNRTH, LLC. The transaction was treated as an asset purchase and not accounted for as a business combination due to the limited inputs, processes and outputs, which did not meet the requirements to be a business.
~~Divestitures~~
~~CBAV1, LLC Divestiture~~
On March 12, 2021, the bankruptcy court approved the sale of the CBAV1, LLC Assets to BTL Diffusion SARL, the winning bidder, at the auction held 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 amount of $200,000~~ ~~on April 15, 2023 (“CBAV1-BTL Transaction”).~~
~~A first closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April 21, 2021 (“Final Closing”). Contemporaneously with the Final Closing, a certain license agreement between CBAV1 and Edison Nation, LLC (“Edison Nation”) terminated and any remaining operational assets of Edison Nation were transferred to BTL.~~
17
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~The table below shows the assets that the Company transferred to BTL and the components of the loss on discontinued operations:~~
~~Schedule of Loss on Income Operations of Discontinued Operations~~
~~April 21,~~
~~2021~~
~~Cash received from buyer~~ ~~2,529,565~~
~~Accounts receivable~~ ~~(293,005~~ )
~~Inventory~~ ~~(665,522~~ )
~~Prepaid expenses~~ ~~(160,666~~ )
~~Intangible assets~~ ~~(5,540,952~~ )
~~Loss on divestiture~~ ~~4,130,580~~
~~Operating loss of discontinued operations~~ ~~178,200~~
~~Bankruptcy costs~~ ~~803,320~~
~~Loss on discontinued operations~~ ~~5,112,100~~
~~Cloud B, Inc. Divestiture~~
On February 17, 2020, the Company divested its Cloud B, Inc. subsidiary and entered into an Agreement for the Purchase and Sale of Cloud B, Inc.(the “Purchase Agreement”), with Pearl 33 Holdings, LLC (the “Buyer”), pursuant to which the Buyer purchased from the Company (and the Company sold and assigned) ~~80,065~~ ~~shares of common stock of Cloud B (the “Cloud B Shares”) for $1.00~~ ~~and an indemnification agreement as described below, constituting a~~ ~~72.15% ownership interest in Cloud B, based on~~ ~~110,964~~ ~~shares of Cloud B’s common stock outstanding as of February 17, 2020. In accordance with the agreement, all of the liabilities of Cloud B were assumed by Pearl 33.~~
On February 17, 2020, as part of the sale of Cloud B, Inc., the Company entered into an indemnification agreement with Pearl 33 Holdings, LLC in connection with the divestiture of Cloud B, Inc., whereby pursuant to such agreement the Company is limited to the issuance of ~~150,000~~ shares of the Company’s common stock to the Buyer for indemnification of claims against Cloud B Inc. In addition, the Company shall indemnify the Buyer for expenses (including attorneys’ fees and all other costs, expenses and obligations) in connection with defending any Claim in connection with the Cloud B. The Company has recorded $~~405,000~~ ~~related to the fair value of the~~ ~~150,000~~ ~~shares of common stock which will be issued to the Buyer.~~
~~The table below shows the assets and liabilities that the Company was relieved of in the transaction:~~
~~Schedule of Business Combination of Assets and Liabilities~~

February 17,
2020

Accounts payable 4,005,605
Accrued Expenses 370,289
Income Tax Payable 14,473
Notes Payable 900,000
Non-Controlling Interest 26,393
Shares to be issued to Buyer (405,000 )
Gain on divestiture $ 4,911,760
See ~~Note 15 — Discontinued Operations~~ ~~for further information.~~
~~SRM Entertainment, LTD Divestiture~~
On November 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with Jupiter Wellness, Inc. (“Jupiter”). Under the terms of the Exchange Agreement, Jupiter agreed to purchase all outstanding shares of common stock (the “Exchange Shares”) issued by SRM from the Company. As consideration for the purchase of the Exchange Shares, Jupiter issued the Company ~~200,000~~ ~~shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets.~~ ~~See~~~~Note 15 — Discontinued Operations~~ ~~for further information.~~
18
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 4 —~~ ~~Variable Interest Entities~~
The Company is involved in the formation of various entities considered to be Variable Interest Entities (“VIEs”). The Company evaluates the consolidation of these entities as required pursuant to ASC Topic 810 relating to the consolidation of VIEs. These VIEs are primarily partnerships formed to supply consumer goods to through various distribution and retail channels.
The Company’s determination of whether it is the primary beneficiary of VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to the majority of the risks and rewards of the entity. Typically, the Company is entitled to substantially all or portion of the economics of these VIEs. The Company is the primary beneficiary of the VIE entities.
~~The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company at September 30, 2021:~~
~~Schedule of Variable Interest Entities~~
September 30, 2021 December 31, 2020

Assets
Current assets:
Cash and cash equivalents $ 8,931,879 $ 10,481
Accounts receivable, net - 94,195
Inventory - 240,158
Loans receivable 17,050,000
Intangible assets, net -
Prepaid expenses and other current assets 2,462,552 -
Total current assets 28,444,431 344,834
Property and equipment, net 135,108 -
Intangible assets, net 139,932,672
Total assets $ 168,512,211 $ 344,834

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 823,449 $ 217,558
Accrued expenses and other current liabilities 1,579,729 113,576
Lines of credit - 1,133,652
Notes payable, current - 150,000
Due to related party 315,666 315,666
Total current liabilities 2,718,844 1,930,452
Debt
2,650,000
-
Total liabilities
$
5,368,844
$
1,930,452

19
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 4 — Variable Interest Entities — (Continued)~~
~~The following table presents the operations of entities that are VIEs and consolidated by the Company at September 30, 2021:~~
2021 2020 2021 2020

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2021 2020 2021 2020
Revenues, net $ - $ 184,715 $ 307,339 $ 1,459,192
Cost of revenues - 69,191 93,685 1,064,114
Gross profit - 115,524 213,654 395,078

Operating expenses:
Selling, general and administrative 11,761,747 91,114 11,866,488 294,676
Operating (loss) income (11,761,747 ) 24,410 (11,652,834 ) 100,402

Other (expense) income:
Interest expense (155,476 ) (73,840 ) (163,236 ) (130,796 )
Other income 98,353 98,353
Total other (expense) income (57,123 ) (73,840 ) (64,883 ) (130,796 )
Loss before income taxes (11,818,870 ) (49,430 ) (11,717,717 ) (30,394 )
Income tax expense - - - -
Net loss $ (11,818,870 ) $ (49,430 ) $ (11,717,717 ) $ (30,394 )
~~At September 30, 2021, the Company had no unconsolidated VIE’s. The Company has consolidated both ZVV and Lomotif, for which the Company has determined it holds a variable interest.~~
~~ZVV Media Partners, LLC and Lomotif Private Limited~~
On May 28, 2021, the Company, Vinco Acquisition Corporation and ZASH entered into that certain Second Amendment to their Agreement to Complete a Plan of Merger (the “Second Amendment”) to define certain milestones with dates to be completed to consummate the closing of the Lomotif acquisition and the ZASH merger.
On July 19, 2021, ZASH, Lomotif, the Lomotif selling shareholders identified on the signature page to the Lomotif SPA and ZVV, entered into a Deed of Variation and Supplement (the “Deed of Variation”) whereby, among other things, ZASH novated all of its rights and obligations under the Lomotif SPA to ZVV and ZVV assumed all of ZASH’s rights and obligations under the Lomotif SPA as if ZVV had been a party to the Lomotif SPA in place of ZASH. ~~On July 23, 2021, ZVV closed on the transaction which resulted in ZVV acquiring an 80% interest in Lomotif.~~
~~On July 22, 2021,~~ ZASH and the Company entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which ZASH and Vinco Ventures each own a 50% voting membership interest in ZVV, ZASH owns a 75% economic interest in ZVV after return of unreturned capital contributions and the Company owns a 25% economic interest in ZVV after return of unreturned capital contributions ~~(See~~ ~~Note 3 – Acquisitions and Divestitures)~~.
~~Global Clean Solutions, LLC~~
On May 20, 2020 (the “Effective Date”), the Company entered into an Agreement and Plan of Share 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 Solutions, 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 units of Global (the “Purchase Units”). ~~The Company issued~~ ~~250,000~~ ~~shares of its restricted common stock, $0.001~~ ~~par value per share (the “Common Stock”) to PPE, and~~ ~~50,000~~ ~~shares of Common Stock to Graphene, in consideration for the Purchase Units. Global Clean Solutions, LLC is a VIE. The fair value of the shares of $699,000~~ ~~was treated as a distribution to the noncontrolling interest members.~~
Pursuant to the terms of the Share Exchange Agreement, the Sellers may earn additional shares of Common Stock upon Global realizing the following revenue targets: (i) In the event that Global’s total orders equal or exceed $~~1,000,000, Graphene shall receive~~ ~~200,000~~ ~~shares of Common Stock; (ii) In the event that Global’s total orders equal or exceed $10,000,000, PPE shall receive~~ ~~100,000~~ ~~shares of restricted Common Stock; and (iii) In the event that Global’s total orders equal or exceed $25,000,000, Graphene shall receive~~ ~~125,000~~ shares of restricted Common Stock. Additionally, the Company shall be entitled to appoint two managers to the Board of Managers of Global. The fair value of the shares is expensed over the estimated vesting period and is adjusted based on the number of shares that vest.
20
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 4 — Variable Interest Entities — (Continued)~~
On the 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 defines the operating rules of Global and the ownership percentage of each member: Vinco Ventures, Inc. 50~~%, PPE~~ 25~~% and Graphene~~ 25%.
On the 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 principal aggregate amount at any one time not to exceed $~~2,500,000. Upon each drawdown of funds against the credit line, Global shall issue a Promissory 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 increase by forty (40%) percent and the interest shall increase to five (5%) percent (the “Default Interest”).
On the Effective Date, the Company (as “Guarantor”) entered into a Security Agreement (the “Security Agreement”) with Global (as “Borrower”) and PPE as the secured party, whereby the Company placed ~~1,800,000~~ shares of Common Stock (the “Reserve Shares”) in reserve with its transfer agent in the event of default under the Credit Agreement. In the event 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 shares in the event the original number of Reserve Shares is insufficient.
~~In April 2021, the Company agreed to unwind the joint venture of Ed Roses, LLC and recognized a loss of $301,645~~.
21
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 5 —~~ ~~Short-Term Investments~~
~~As of September 30, 2021 and December 31, 2020, short-term investments consisted of the following:~~
~~Schedule of Short-Term Investments~~
September 30, December 31,
2021 2020
Jupiter Wellness, Inc. (JUPW) ⁽ⁱ⁾ $ 1,040,000 $ 1,040,000
Unrealized losses (758,000 ) (22,000 )
Total short-term investments $ 282,000 $ 1,018,000
~~(i)~~ On November 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with Jupiter Wellness, Inc. (“Jupiter”). Under the terms of the Exchange Agreement, Jupiter purchased all outstanding shares of common stock (the “Exchange Shares”) issued by SRM from the Company. As consideration for the purchase of the Exchange Shares, Jupiter issued the Company ~~200,000~~ ~~shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets. On September 30, 2021, the closing price of JUPW was $1.41~~ ~~on the Nasdaq.~~
~~Note 6 —~~ ~~Property and Equipment, net~~
~~As of September 30, 2021 and December 31, 2020, property and equipment consisted of the following:~~
~~Schedule of Property and Equipment~~
September 30, December 31,
2021 2020
Land $ - $ 79,100
Buildings – rental property 58,052 463,635
Building improvements 818,986 800,225
Equipment and machinery 4,286,256 4,122,917
Furniture and fixtures 387,637 368,137
Computer software 111,760 -
Molds 79,300 79,300
Vehicles 533,867 521,962
Property, plant and Equipment, gross 6,275,858 6,435,276
Less: accumulated depreciation (5,303,707 ) (5,424,475 )
Total property and equipment, net $ 972,151 $ 1,010,801
~~Depreciation expense for the nine months ended September 30, 2021 and 2020 was $136,312~~ ~~and $169,141, respectively.~~
~~Note 7 —~~ ~~Loan Receivable~~
~~As of September 30, 2021 and December 31, 2020, loan receivable consisted of the following:~~
~~Schedule of Loan Receivable~~
September 30, December 31,
2021 2020
Loans Receivable – Zash Global Media and Entertainment Corporation ⁽ⁱ⁾ $ 15,000,000 $ -
Loans Receivable – PZAJ Holdings, LLC ⁽ⁱⁱ⁾ 3,150,000 -
Total loans receivable 18,150,000 -
~~(i)~~
~~On January 29, 2021, the Company loaned $5,000,000~~ ~~and $2,000,000~~ ~~to ZASH. The interest rate on the note is~~ 6% ~~per annum. The maturity date of the loan is~~ ~~January 28, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~On February 18, 2021, the Company loaned $5,000,000~~ ~~to ZASH. The interest rate on the note is~~ 3% ~~per annum. The maturity date of the loan is~~ ~~August 17, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~On June 9, 2021, the Company loaned $3,000,000~~ ~~to ZASH. The interest rate on the note is~~ 3% ~~per annum. The maturity date of the loan is~~ ~~August 17, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~(i)~~ ~~On January 29, 2021, the Company loaned $5,000,000~~ ~~and $2,000,000~~ ~~to ZASH. The interest rate on the note is~~ 6% ~~per annum. The maturity date of the loan is~~ ~~January 28, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On February 18, 2021, the Company loaned $5,000,000~~ ~~to ZASH. The interest rate on the note is~~ 3% ~~per annum. The maturity date of the loan is~~ ~~August 17, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On June 9, 2021, the Company loaned $3,000,000~~ ~~to ZASH. The interest rate on the note is~~ 3% ~~per annum. The maturity date of the loan is~~ ~~August 17, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~(ii)~~
PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV.
~~On June 17, 2021, the Company loaned $950,000~~ ~~to PZAJ. The interest rate on the note is~~ 2~~% per annum. The maturity date of the loan is~~ ~~June 16, 2022. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~On July 12, 2021, the Company loaned $150,000~~ ~~to PZAJ. The interest rate on the note is~~ 2~~% per annum. The maturity date of the loan is~~ ~~July 17, 2022. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~On September 8, 2021, the Company loaned $2,050,000~~ ~~to PZAJ. The interest rate on the note is~~ 2~~% per annum. The maturity date of the loan is~~ ~~September 17, 2022. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~(ii)~~ PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV. On June 17, 2021, the Company loaned $~~950,000~~ ~~to PZAJ. The interest rate on the note is~~ 2% ~~per annum. The maturity date of the loan is~~ ~~June 16, 2022. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On July 12, 2021, the Company loaned $150,000~~ ~~to PZAJ. The interest rate on the note is~~ 2% ~~per annum. The maturity date of the loan is~~ ~~July 17, 2022. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On September 8, 2021, the Company loaned $2,050,000~~ ~~to PZAJ. The interest rate on the note is~~ 2% ~~per annum. The maturity date of the loan is~~ ~~September 17, 2022. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities.~~
~~Note 8 —~~ ~~Goodwill~~
~~For the nine months ended September 30, 2021, there was~~ 0 ~~change in the carrying amount of goodwill.~~
The Company utilized the simplified test for goodwill impairment. The amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The valuation methods used in the quantitative fair value assessment was a discounted cash flow method and required management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units.
22
~~Note 9~~ — Intangible assets, net

As of ~~September 30, 2021,~~March 31, 2022, intangible assets consisted of the following:
Schedule of Intangible Assets
Weight
Estimated Average
Gross Net
Useful
Useful Carrying Accumulated Carrying
Life Life Amount Amortization Amount
Finite lived intangible assets:

Customer relationships 15 years 11.9 years $ 670,000 $ 137,722 $ 532,278
Developed technology 7 years 6.8 years 156,172,041 5,314,266 150,857,775
Membership network 7 years 3.9 years 1,740,000 766,429 973,571
Digital media 7 years 6.1 years 1,552,500 194,063 1,358,437
Total finite lived intangible assets $ 160,134,541 $ 6,412,480 $ 153,722,061

Indefinite lived intangible assets:
Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000
Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000
Total intangible assets $ 161,374,541 $ 6,412,480 $ 154,962,061
The Company’s preliminary purchase price allocation for the Lomotif acquisition has allocated all of the proceeds in excess of the identifiable tangible assets to developed technology, a identifiable intangible assets (See ~~Note 3 — Acquisitions and Divestitures~~).
Remaining
Weighted
Estimated
Useful Average
Useful Gross
Carrying Accumulated Net
Carrying
Life Life Amount Amortization Amount
Finite lived intangible assets:
Customer relationships 15 years 11.4 years $ 670,000 $ 160,056 $ 509,944
Developed technology 7-10 years 6.8 years 37,251,987 4,707,579 32,544,408
Membership network 7 years 3.4 years 1,740,000 890,714 849,286
Digital media platform 7 years 5.6 years 1,552,500 304,955 1,247,545
Influencer network 5 years 4.8 years 2,756,000 137,800 2,618,200
Total finite lived intangible assets $ 43,970,487 $ 6,201,104 $ 37,769,383

Indefinite lived intangible assets:
Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000
Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000
Total intangible assets $ 45,210,487 $ 6,201,104 $ 39,009,383

As of December 31, ~~2020,~~2021, intangible assets consisted of the following:

Weighted
Estimated Average Gross Net Remaining Weighted
Useful Useful Carrying Accumulated Carrying Estimated
Useful Average
Useful Gross
Carrying Accumulated Net
Carrying
Life Life Amount Amortization Amount Life Life Amount Amortization Amount
Finite lived intangible assets:
Customer relationships 15 years 12.8 years $ 4,270,000 $ 624,223 $ 3,645,777 15 years 11.7 years $ 670,000 $ 148,889 $ 521,111
Developed technology 7 years 5.9 years 7,400,000 1,330,476 6,069,524 7-10 years 7.0 years 37,251,987 3,458,065 33,793,922
Membership network 7 years 4.7 years 1,740,000 580,000 1,160,000 7 years 3.7 years 1,740,000 828,571 911,429
Digital media 7 years 6.9 years 1,552,500 29,464 1,523,036
Digital media platform 7 years 5.9 years 1,552,500 249,509 1,302,991
Influencer network 5 years 5.0 years 2,756,000 - 2,756,000
Total finite lived intangible assets $ 14,962,500 $ 2,564,163 $ 12,398,337 $ 43,970,487 $ 4,685,034 $ 39,285,453

Indefinite lived intangible assets:
Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Indefinite $ 1,240,000 $ - $ 1,240,000
Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 $ 1,240,000 $ - $ 1,240,000
Total intangible assets $ 18,102,500 $ 2,564,163 $ 15,538,337 $ 45,210,487 $ 4,685,034 $ 40,525,453

Amortization expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was $~~4,907,365~~1,516,070 and $~~825,821~~412,730, respectively.

The estimated future amortization of intangibles subject to amortization ~~at December~~as of March 31, ~~2020~~2022 was as follows:
Schedule of ~~Intangibles~~Intangible Assets Future Amortization Expenses
For the Years Ended December 31, Amount Amount
2021 (excludes amortization through September 30, 2021) $ 5,586,844
2022 22,347,373
2022 (excludes amortization through March 31, 2022) $ 4,548,210
2023 22,347,373 6,064,280
2024 22,347,373 6,064,280
2025 22,135,945 5,852,851
2026 5,429,994
Thereafter 58,957,153 9,809,769
Total $
153,722,061
$ 37,769,383
22

Note 1011 — Debt

As of ~~September 30, 2021~~March, 31, 2022 and December 31, ~~2020,~~2021, debt consisted of the following:
Schedule of Long-term Debt
September 30, December 31,
2021 2020
Line of credit:
Lines of credit $ - $ 1,133,652
Receivable financing - 367,301
Total lines of credit - �� 1,500,953

Senior convertible notes payable:
Senior convertible notes payable– related parties 302,272 1,428,161
Senior convertible notes payable 120,000,000 591,104
Debt issuance costs (91,613,604 ) (280,511 )
Total senior convertible notes payable 28,688,668 1,738,754
Less: current portion of convertible notes payable (28,481,485 ) (577,260 )
Convertible notes payable – related parties, net of current portion 207,183 1,161,494

Notes payable:
Notes payable 181,419 1,932,088
Debt issuance costs - (34,997 )
Total notes payable 181,419 1,897,091
Less: current portion of notes payable (15,357 ) (1,301,212 )
Notes payable , net of current portion 166,062 595,879

Notes payable – related parties:
Notes payable 2,612,835 2,827,512
Debt issuance costs
-
(33,833 )
Total notes payable – related parties: 2,612,835 2,793,679
Less: current portion of notes payable – related parties (112,835 ) (1,389,922 )
Notes payable – related parties, net of current portion $ 2,500,000 $ 1,403,757
23
March 31, 2022 December 31, 2021
       
- 27,644
Notes payable – related parties 235,107 235,107
Convertible notes payable 112,990,000 113,000,000
Convertible notes payable of Lomotif Private Limited - 150,000
Convertible notes payable of Lomotif Private Limited – related parties 2,500,000 2,500,000
Long term debt, gross
Debt issuance costs (48,834,475 ) (68,925,172 )
Total debt 66,890,632 46,987,579

~~Vinco Ventures, Inc. and Subsidiaries~~Convertible Notes Payable – Related Parties
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
 
~~Note 10 — Debt — (Continued)~~ZASH – February and March 2021
On February 23, 2021, Lomotif Private Limited obtained a loan in the amount of $1,500,000 from ZASH pursuant to a loan agreement with ZASH with a maturity date on February 22, 2028and an annual interest rate of 2%. Under the terms of the agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited. On March 30, 2021, Lomotif Private Limited obtained a loan in the amount of $1,000,000 from ZASH pursuant to a loan agreement with ZASH with a maturity date on March 28, 2028and an annual interest rate of 2%. Under the terms of the loan agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited.

Convertible Notes Payable

Hudson Bay Financing – July 2021
On July 22, 2021 ~~(the “Effective Date”),~~ Vinco Ventures ~~Inc. (the “Company”)~~ consummated ~~the closing of~~ a private placement offering (the ~~“Offering”~~“July 2021 Offering”) whereby pursuant to the Securities Purchase Agreement (the ~~“Purchase~~“July 2021 Purchase Agreement”) entered into by the Company on July 22, 2021 with Hudson Bay Master Fund Ltd ~~(the “Investor”),~~as investor the Company issued a Senior Secured Convertible Note in the amount of $120,000,000for the purchase price of $100,000,000 ~~(the “Note”~~(the “July 2021 Note”) and five (5) year warrants (the ~~“Warrant”~~“July 2021 Warrant”) to purchase shares of the ~~Company’s~~ common stock ~~par value $0.001~~ ~~per share~~of the Company (“Common Stock”). The Company placed $100,000,000 of cash into a restricted bank account under a deposit account control agreement as collateral for the July 2021 Note. The Company recorded a deferred discount of $120,000,000 which consisted of the $20,000,000 original issue discount, $9,300,000 of fees paid to placement agents and lawyers, and $90,700,000 related to the issuance of warrants.
The July 2021 Note ~~shall carry~~carries no interest unless and until an event of default shall occur and the July 2021 Note matures on July 22, 2022. The July 2021 Note contains a voluntary conversion mechanism whereby the ~~Noteholder~~noteholder may convert at any time after the Initial Convertibility Date (as defined ~~therein)~~in the July 2021 Note), in whole or in part, the outstanding principal and interest under the July 2021 Note into shares of ~~the~~ Common Stock of the Company at a conversion price of $~~2.655~~4.00 per ~~share (the “Conversion Shares”).~~share. The July 2021 Note is guaranteed by the Company’s subsidiaries and certain other guarantors and is a senior secured obligation of the Company and its subsidiaries. The July 2021 Note contains customary events of ~~default (each an “Event of Default��).~~default. If an ~~Event~~event of ~~Default~~default occurs, interest under the July 2021 Note will accrue at a rate of eighteen percent (18%) per annum and the outstanding principal amount of the July 2021 Note, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the July 2021 Note will become, at the ~~Note holder’s~~noteholder’s election, immediately due and payable in cash. Upon completion of a Change of Control (as defined in the July 2021 Note), the ~~Note’s~~July 2021 Note holder may require the Company to purchase any outstanding portion of the July 2021 Note in cash at a price in accordance with the terms of the July 2021 Note.
~~Pursuant to the Purchase Agreement, the Investor received a Warrant. The Warrant contains an exercise price of $2.655~~ ~~per share, subject to adjustments as provided under the terms of the Warrant. In connection with the closing of the Offering, the Warrant was issued for an aggregate of~~ ~~32,697,548~~ ~~shares of Common Stock (the “Warrant Shares”).~~
The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights 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 and Warrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission.
Palladium Capital Group, LLC. ~~(the “Placement Agent”)~~ acted as placement agent for the July 2021 Offering. The ~~Placement Agent~~placement agent received $9,000,000 of which $1,000,000 was cash compensation ofand $~~1,000,000~~8,000,000 ~~plus a Note of $8,000,000 which~~ was deferred cash compensation (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses). The Company has paid ~~$4,000,000 of the remaining $8,000,000.~~
~~The conversion feature on the Note and the Warrants were approved by shareholders on October 14, 2021.~~
~~Hudson Bay Financing- February 2021~~
On February 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 February 18, 2021 with one accredited investor (the “Investor”), the Company issued a Senior Convertible Note for the purchase price of $~~10,000,000~~ ~~(the “Note”) and five (~~5~~) year warrants (the “February Warrants”) to purchase shares of the Company’s common stock, par value $0.001~~ ~~per share (“Common Stock”). The Company issued the February Warrants to the Investor representing the right to acquire an aggregate of~~ ~~18,568,188~~ ~~shares of Common Stock. The February Warrants contain an exercise price of $3.722~~ ~~per share.~~
~~The Note carries an interest rate of~~ 6~~% per annum compounding monthly and matures on~~ ~~February 23, 2022~~. The Note contains a voluntary conversion mechanism whereby the Noteholder may convert at any time after the Issuance Date, in whole or in part, the outstanding principal and interest 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 (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 amounts owing with respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completion of a Change of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portion of the Note in cash at a price in accordance with the terms of the Note.
~~The Investor fully converted $10,000,000~~ ~~of principal into~~ ~~2,063,132~~4,000,000 of the ~~Company’s common shares~~deferred cash compensation and ~~made a cash payment for the remaining accrued interest. The principal and interest is fully paid~~$4,000,000 remains outstanding as of ~~September 30, 2021.~~
March 31, 2022
24
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 10 — Debt — (Continued)~~.

Pursuant to the July 2021 Purchase Agreement, the ~~Investor~~investor received athe July 2021 Warrant. The July 2021 Warrant ~~in an amount equal to~~ ~~900% of the shares of Common Stock initially issuable to the Investor pursuant to the conversion terms of the Investor’s Note. The Warrant contains~~contained an exercise price of $~~3.722~~2.655 per share, subject to adjustments as provided under the terms of the July 2021 Warrant. In connection with the closing of the July 2021 Offering, the July 2021 Warrant was ~~exercisable~~issued for an aggregate of ~~18,568,188~~32,697,548 shares of Common ~~Stock (the “Warrant Shares”). As of September 30,~~Stock. The conversion features on the July 2021 Note and the July 2021 Warrant were approved by the Company’s stockholders on October 14, 2021. On November 9, 2021 the ~~Investor has exercised~~ investor converted $~~13,968,188~~7,000,000 ~~warrants.~~of principal under the July 2021 Note in exchange for 1,750,000 shares of Common Stock.

The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights 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 and Warrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission.
~~Palladium Capital Group, LLC. (the “Placement Agent”) acted as placement agent for the Offering.~~ ~~The Placement Agent received cash compensation of $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 common stock at an exercise price of $3.722~~ ~~with an expiration date of February 23, 2026.~~
23

On ~~June 4, 2021,~~March 9, 2022, the Company, Cryptyde and the noteholder of the July 2021 Note entered into ~~a warrant exercise agreement~~an Amendment Agreement (the ~~“June 2021 Warrant~~“Amendment Agreement”) ~~with the Investor~~ whereby the ~~Company~~parties agreed to, ~~issue additional warrants, to purchase shares of Common Stock at a per-share exercise price equal to $~~among other things: ~~3.30~~ ~~(the “Incentive Warrants”, all pursuant to the terms and conditions set forth in the June 2021 Warrant Agreement. At the Closing (as defined in Section 2~~(i) amend certain provisions of the ~~June~~July 2021 ~~Agreement), the parties shall execute and deliver a registration rights agreement, (the “Registration Rights Agreement”), pursuant~~Note to ~~which the Company will agree to register the shares of Common Stock underlying the Incentive Warrants.~~
Subject to the terms of June 2021 Warrant Agreement, the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase zero shares of Common Stock, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a 1.75-for-one basis for the additional exercise of each Existing Warrant on or prior to July 7, 2021. During the nine months ended September 30, 2021, the Investor exercised ~~15,898,188~~ ~~warrants and received~~ ~~27,821,829~~ ~~incentive warrants.~~
~~The June 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions.~~
~~Hudson Bay Financing- January 2021~~
On January 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 price of(a) convert $~~12,000,000~~10,000 ~~(the “Note”) and a five (~~5~~) year warrant (the “January Warrant”) to purchase shares~~ of the ~~Company’s common stock, par value $0.001~~ ~~per share (“Common Stock”). The Company issued the January Warrants to the Investor representing the right to acquire an aggregate of~~ ~~15,000,000~~ ~~shares~~principal amount of the ~~Company’s common stock, $0.001~~ ~~par value per share (the “Common Stock”). The January Warrants contain an exercise price of $2.00~~ ~~per share.~~
~~The~~July 2021 Note ~~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 or in part, the outstanding balance of the Note into shares of the Common Stock at a conversion price of $~~2.00~~0.01 ~~per share (the “Conversion Shares”). The~~into shares of Common Stock, (b) extend the maturity date under the July Note ~~shall be a senior obligation~~to July 22, 2023, (c) increase the interest rate on the July 2021 Note from zero percent (0%) to six percent (6.0%), (d) reduce the maximum cap of the minimum cash in the control account from $100,000,000 to $80,000,000, and (e) require the Company to redeem $33,000,000 of the principal of the July 2021 Note, together with accrued and ~~its subsidiaries. The Note contains customary events~~unpaid interest and accrued and unpaid late charges on such principal and interest, on July 22, 2022; (ii) to extend certain dates relating to (x) the Company’s registration of ~~default (each an “Event of Default”). If an Event of Default occurs, interest~~certain securities under the ~~Note will accrue at~~Warrant Exercise Agreements dated September 1, 2021, November 11, 2021 and December 20, 2021 to April 30, 2022, (y) the Company’s filing of a ~~rate of twelve percent (~~12~~%) per annum~~proxy statement to April 30, 2022 and (z) the ~~outstanding principal amount of~~Company holding a stockholder meeting and obtaining a stockholder vote to June 4, 2022 or July 4, 2022 in the ~~Note, plus accrued but unpaid interest, liquidated damages and other amounts owing~~event that the Company receives comments from the SEC with respect to the ~~Note will become, at~~proxy statement; and (iii) to waive any adjustments to convertible securities or options as a result of the ~~Note holder’s election, immediately due and payable in cash. Upon completion of a Change of Control~~Adjusted Conversion Price (as defined in the ~~Note),~~Amendment Agreement). The Company accounted for the ~~Note’s holder may require~~amendment as a modification of debt and as a result, extended the ~~Company to purchase any outstanding portion~~amortization of the ~~Note in cash at a price in accordance with the terms~~deferred financing fees of the ~~Note.~~
~~The Investor fully converted $12,000,000~~ ~~of principal and $41,690~~ ~~of interest into~~ ~~6,020,845~~original note over the remaining term of the ~~Company’s common shares. The principal and interest is fully paid as of September 30, 2021.~~
~~Pursuant to the Purchase Agreement, the Investor received a Warrant in an amount equal to~~ ~~250% of the shares of Common Stock initially issuable to each Investor pursuant to the Investor’s Note. The Warrant contains an exercise price of $2.00~~ ~~per share. In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of~~ ~~15,000,000~~ ~~shares of Common Stock (the “Warrant Shares”). As of September 30, 2021, the Investor has exercised~~ ~~15,000,000~~ ~~warrants.~~
The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights 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 “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission.
~~Palladium Capital Group, LLC (the “Placement Agent”) acted as placement agent for the Offering.~~ ~~The Placement Agent received cash compensation of $1,080,000~~ ~~(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 dated January 25, 2021 granting the Holder the right to purchase~~ ~~480,000~~ ~~shares of the Company’s common stock at an exercise price of $2.00~~ ~~with an expiration date of January 25, 2026.~~
~~On May 24, 2021, the Company entered into a warrant exercise agreement (the “May 2021 Warrant Agreement”) with the Investor who 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 to the terms and conditions set forth in the May 2021 Warrant Agreement. At the Closing (as defined in Section 2(b) of the May 2021 Warrant 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 underlying the Incentive Warrants. During the nine months ended September 30, 2021, the Investor exercised ~~13,070,000~~ ~~warrants and received~~ ~~13,070,000~~ ~~incentive warrants.~~
~~Subject to the terms of May 2021 Warrant Agreement,~~ (i) the Investor shall pay to the Company an amount equal to the exercise price of the January Warrants in effect as of the date of such exercise multiplied by 2,870,000 shares (as adjusted for any share split or similar transaction after the date hereof) (the “Exercised Warrant Shares”) and (ii) the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a one-for-one basis for the additional exercise of each January Warrant on or prior to June 1, 2021.
~~The May 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions.~~
~~Jefferson Street Capital Financing~~
On July 29, 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 the amount of $~~224,000~~ ($~~24,000~~ ~~OID). The Note has a term of six (~~6~~) months, is due on~~ ~~January 29, 2021~~ ~~and has a one-time interest charge of~~ 2%.amended agreement. In addition, the Company ~~issued the Investor~~ ~~14,266~~ ~~shares of Common Stock (the “Origination Shares”)~~recorded additional deferred financing fees as ~~an origination fee. The transaction closed on July 29, 2020. On January 28, 2021, the Company paid all outstanding principal and interest in the amount of $260,233~~.
25
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 10 — Debt — (Continued)~~
~~On April 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 the amount of $~~168,000~~ ($~~18,000~~ ~~OID). The Note has a term of six (~~6~~) months, is due on~~ ~~October 7, 2020~~ ~~and has a one-time interest charge of~~ 2~~%. In addition, the Company issued the Investor~~ ~~10,700~~ shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. On October 7, 2020, the Company and Investor entered into a Forbearance Agreement (the “Forbearance Agreement”). ~~Under the terms~~result of the ~~Forbearance Agreement, the Company requested and the Investor agreed to temporarily forebear, until the earlier~~issuance of (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 payment forbearance fee equal to $~~12,500~~ ~~paid upon execution of the Agreement.~~ ~~On December 23, 2020, the Investor submitted a Notice of Conversion for $45,000~~ ~~in principal and $750~~ ~~in fees. On December 29, 2020, the Company issued~~ ~~41,730~~ ~~shares to satisfy the conversion obligation. The Investor converted $54,830~~ ~~of principal into~~ ~~54,830~~ ~~of the Company’s common shares. The Note was paid in full on February 1, 2021.~~
~~BHP Capital Financing~~
On April 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 Note has a term of six (~~6~~) months, is due on~~ ~~October 7, 2020~~ ~~and has a one-time interest charge of~~ 2~~%. In addition, the Company issued the Investor~~ ~~10,700~~ ~~shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. The note was paid in full on January 29, 2021.~~
26
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 10 — Debt — (Continued)~~
~~Notes Payable – Lomotif Private Limited~~
~~Lomotif Private Limited notes payable consist of the following obligations at September 30, 2021:~~
~~Schedule of Related Party Notes Payable~~
Original Principal Additional Principal Carrying Value

$ 1,260,843 $ 132,562 $ 1,128,281
Note issued on February 10,2021 with a maturity date on February 9, 2023 and an annual interest rate of 3%. The principal of the note had the option to automatically convert into common stock based on the valuation at the time of a qualified financing round with accrued interest being forgone or receive a payment equal to the sum of one and a half times (1.5x) the purchase amount. $ 100,000 50,000 150,000
Total $ 100,000 $ 50,000 $ 150,000
~~Lomotif Private Limited notes payable – related parties consist of the following obligations at September 30, 2021:~~
Original Principal Unamortized Discount Carrying Value

Note issued to Zash Global Media and Entertainment on February 23, 2021 with a maturity date on February 22, 2028 and an annual interest rate of 2%. $ 1,500,000 $ - $ 1,500,000
Note issued to Zash Global Media and Entertainment on March 30, 2021 with a maturity date on March 28, 2028 and an annual interest rate of 2%. $ 1,000,000 - 1,000,000
Total $ 2,500,000 $ - $ 2,500,000
~~32E Financing~~
~~On December 4, 2019, the Company agreed to issue and sell to 32 Entertainment LLC (“32E”) a 10% Senior Secured Note (the “32E Note”), in the principal amount of $250,000. The maturity date of the 32E Note is~~ ~~December 4, 2020. In addition, the Company issued to 32E~~ ~~10,000~~1,000,000 shares of common stock ~~as an inducement~~with a per share value of $2.18 in conjunction with the amendment.
On April 29, 2022, the Company, Cryptyde and the Holder entered into a Second Amendment Agreement (the “Second Amendment Agreement”) whereby the parties agreed to ~~32E~~amend the First Amendment Agreement to ~~purchase~~replace the ~~32E Note. The fees were recorded as a debt discount and amortized over the term~~date of “April 30, 2022” in Section 7(m) of the ~~note. The $250,000~~ ~~of proceeds from the 32E Note was used for general working capital needs of~~First Amendment Agreement to “May 6, 2022.”
On May 6, 2022, the Company and the repayment of debt related to Horberg Enterprises. On May 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 $~~200,000~~ ~~that accrued interest at~~ 16~~% annually and matured on May 21, 2021. On May 28, 2020, the Company paid $50,000~~ ~~toward the principal plus interest in the amount of $6,250~~ ~~for a total of $56,250. 32E also received~~ ~~40,000~~ ~~restricted stock units and surrendered the warrant issued to it in the December 4, 2019 financing transaction. The note was paid in full on January 28, 2021.~~
~~Promissory Notes~~
~~On January 2, 2020, Ed Roses, LLC (the “Partnership”)~~Holder entered into a ~~Loan~~Third Amendment Agreement (the ~~“Agreement”~~“Third Amendment Agreement”) ~~with Sook Hyun Lee (the “Lender”). Under~~whereby the ~~terms~~parties agreed to amend the Second Amendment Agreement to replace the date of “May 6, 2022” in Section 7(m) of the Second Amendment Agreement ~~the Lender agreed~~ to ~~lend $150,000~~ ~~to the Partnership for general working capital. The Loan is due on~~ ~~April 15, 2020~~ ~~(the “Maturity Date”) and accrues interest at~~ 15% per annum. The Agreement shall automatically renew at the Maturity date for successive 90-day periods unless written notice is remitted by either party. On the Maturity date, the Partnership shall pay the Lender all unpaid principal and interest and a $~~30,000~~ ~~commitment fee. The Lender shall have a collateral interest in the accounts receivable of the Partnership, including but not limited to 7 Eleven receivables. As collateral, Edison Nation, Inc. placed~~ ~~75,000~~ ~~shares of common stock in reserve. The note was paid in full on March~~“May 11, ~~2021.~~2022.”
27
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 10 — Debt — (Continued)~~
~~On January 10, 2020, the Company entered into a 5% Promissory Note Agreement with Equity Trust Company on behalf of Rawleigh Ralls (“Ralls”) for an aggregate principal amount of $267,000~~ ~~(the “Ralls Note”), pursuant to which Ralls purchased the Ralls Note from the Company for $250,000~~ ~~and an original issue discount of $17,000, and the Company issued to Ralls a warrant (the “Ralls Warrant”) to purchase~~ ~~125,000~~ ~~shares of the Company’s common stock valued at $86,725~~ ~~estimated using the Black-Scholes option-valuation model. The Company paid the Note in full on January 27, 2021.~~
~~On January 15, 2020, the Company entered into a 5% Promissory Note Agreement with Paul J. Solit & Julie B. Solit (“Solits”) for an aggregate principal amount of $107,000~~ ~~(the “Solit Note”), pursuant to which the Solits purchased the 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 the Black-Scholes option-valuation model. The Company paid the Note in full on January 27, 2021. The Solit Warrant was exercised on January 22, 2021.~~
~~On January 17, 2020, the Company entered into a 5% Promissory Note Agreement with Richard O’Leary (“O’Leary”) (“Lender”) for an aggregate principal amount of $53,500~~ ~~(the “O’Leary Note”), pursuant to which O’Leary purchased the O’Leary Note from the Company for $50,000~~ ~~and an original issue discount of $3,500, and the Company issued to O’Leary a warrant (the “O’Leary Warrant”) to purchase~~ ~~25,000~~ ~~shares of the Company’s common stock valued at $16,797~~ ~~estimated using the Black-Scholes option-valuation model. The Company paid the Note in full on January 27, 2021. The O’Leary Warrant was exercised on February 18, 2021.~~
28
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 10 — Debt — (Continued)~~
~~Paycheck Protection Program~~
On April 15, 2020, the Company entered into a loan agreement (the “First Choice PPP Loan”) with First Choice Bank under the Paycheck Protection Program (the “PPP”), which was part of the Coronavirus Aid, Relief, and Economic Security Act administered by the United States Small Business Administration (“SBA”). The Company received proceeds of $~~789,852~~ ~~from the First Choice PPP Loan. On May 4, 2021, the First Choice PPP loan was forgiven and the carrying value of $789,852~~ was recorded as a gain on extinguishment as part of interest expense. In accordance with the requirements of the PPP, the Company used the proceeds from the First Choice PPP Loan primarily for payroll costs, subject to thresholds, rent and utilities. The First Choice PPP Loan had a ~~1.00% interest rate per annum and a maturity date of~~ ~~April 15, 2022~~ ~~and was subject to the terms and conditions applicable to loans administered by the SBA under the PPP. The First Choice PPP Loan is included in notes payable on the consolidated balance sheet.~~
On May 4, 2020, TBD Safety, LLC, the Company’s wholly owned subsidiary, entered into a loan agreement (the “First Home PPP Loan”) with First Home Bank under the PPP. The Company received proceeds of $~~62,500~~ ~~from the First Home PPP Loan.~~ ~~On April 16, 2021, the First Home PPP Loan was forgiven and the carrying value of $62,500~~ ~~was recorded as a gain on extinguishment as part of interest expense.~~ In accordance with the requirements of the PPP, the Company used the proceeds from the First Home PPP Loan primarily for payroll costs, subject to thresholds, rent and utilities. The First Home PPP Loan had a ~~1.00% interest rate per annum and a maturity date of~~ ~~May 4, 2022~~ ~~and was subject to the terms and conditions applicable to loans administered by the SBA under the PPP. The First Home PPP Loan is included in notes payable on the consolidated balance sheet.~~
~~Receivables Financing~~
~~On February 21, 2020, the Company entered into a receivables financing arrangement for certain receivables of the Company not to exceed $1,250,000~~ ~~at any one time. The agreement allows for borrowings up to~~ 85~~% of the outstanding receivable based on the credit quality of the customer. The fee is between~~ 1~~% and~~ 2~~% of the total invoices financed.~~
~~On November 12, 2019, the Company entered into a Receivables Purchase Agreement with a financial institution (the “Receivables Purchase Agreement”), whereby the Company agreed to the sale of $250,000~~ ~~of receivables for $200,000. The proceeds were used for general working capital. The note was paid in full on February 1, 2021.~~
~~In April 2019, we entered into a receivables financing arrangement for certain receivables of the Company. The agreement allows for borrowings up to~~ 80~~% of the outstanding receivable based on the credit quality of the customer. The fee is between~~ 1~~% and~~ 2~~% of the total invoices financed. The receivables financing arrangement was paid in full and terminated on March 30, 2021.~~
~~Line of Credit~~
On the 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 principal aggregate amount at any one time not to exceed $~~2,500,000. Upon each drawdown of funds against the credit line, Global shall issue a Promissory 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 increase by forty (40%) percent and the interest shall increase to five (5%) percent (the “Default Interest”).~~The outstanding principal and interest was fully settled and paid as of September 30, 2021 for~~ ~~575,000~~ ~~shares of common stock.~~

The scheduled maturities of the debt for the next five years as of ~~September 30, 2021,~~March 31, 2022, are as follows:
Schedule of Maturities of Long-term Debt
For the Years Ended December 31, Amount
2021 (excluding the nine months ended September 30, 2021) 116,610
2022 122,665,530
2023 314,386
2024 -
2025 -
Thereafter -
Long-term Debt, Gross
123,096,526

Less: debt discount (91,613,605 )
Long-term Debt $ 31,482,921
~~For the three and nine months ended September 30, 2021, interest expense was $27,012,312~~ ~~and $42,422,726, respectively, of which $617,314~~ ~~and $340,231~~ ~~was related party interest expense. For the three and nine months ended September 30, 2020, interest expense was $847,154~~ ~~and $1,571,111, respectively of which $75,692~~ ~~and $152,326~~ ~~were related party interest expense.~~
29
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Years Ended December 31, Amount
2022 33,112,835
2023 86,612,272
2024 -
2025 -
2026 -
Long-term Debt, Gross 115,725,107
Less: debt discount (48,834,475 )
Long-term Debt $ 66,890,632

Note 1112 — Warrant Liability

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company issued warrants to purchase shares of the Company’s common stock related to ~~multiple private placements. The~~ the Warrant Exercise Agreement dated December 20, 2021, with a warrant holder, in which the Company agreed to issue 2.25 warrants ~~are as follows:~~
~~Schedule~~with an exercise price of ~~Warrants Issued~~ $3.265 to ~~Purchase Common Stock~~the warrant holder for every warrant the warrant holder exercised from the period commencing December 20, 2021 and ending on February 28, 2022. In conjunction with this agreement, the warrant holder exercised 36,894,569

Warrant
Shares

Exercise
Price

Hudson Bay Warrant; June 4, 2021 20,270,406 $ 3.300
Palladium Capital Warrant; June 4, 2021 115,800 $ 3.300
Hudson Bay Warrant; July 22, 2021 32,697,548 $ 2.655
Hudson Bay Series A Warrant; August 19, 2021 9,561,300 $ 2.655
Hudson Bay Series B Warrant; August 19, 2021*(*) 2,000,000 $ 2.655
Palladium Capital Group Series A Warrant; August 19, 2021 1,640,000 $ 3.200
Palladium Capital Group Series B Warrant; August 19, 2021*(*) 160,000 $ 2.655
Hudson Bay Series A Warrant; September 1, 2021**(**)
12,000,000
$
9.000

Armistice Capital Series A Warrant; September 1, 2021**(**)
5,000,000
$
9.000

CVI Investments Series A Warrant; September 1, 2021**(**) 3,000,000 $ 9.000
Hudson Bay Series B Warrant; September 1, 2021*(*) 2,000,000 $ 9.000
Palladium Capital Group Series A Warrant; September 1, 2021 1,600,000 $ 2.655
Palladium Capital Group Series B Warrant; September 1, 2021*(*) 160,000 $ 9.000
Palladium Capital Group Warrant; July 22, 2021 2,615,804 $ 2.655
BHP Capital Warrant; July 23, 2021 1,007,194 $ 2.780
* ~~The Series B Warrant has effective exercise price of $0.00~~ ~~as alternative cashless feature allowing for issuance of shares of common stock at 1:1 ratio of warrant shares.~~
** ~~On September 8, 2021 and September 14, 2021, Hudson Bay sold~~ ~~5,000,000~~ ~~and~~ ~~3,000,000~~ ~~of their September 1, 2021 Series A Warrants warrant shares to Armistice Capital Master Fund Ltd. And CVI Investments, Inc., respectively.~~
~~The~~ warrants ~~are subject to anti-dilution adjustments outlined in the Agreement. The warrants issued~~ in the first ~~quarter were classified~~three months of 2022 which generated $111,029,493 in gross proceeds to the Company during the three months ended March 31, 2022. In conjunction with the agreement, the Company issued 83,012,781 warrants to the holder and 6,641,022 to the placement agent for the agreement. The warrants have an exercise price of $3.265, a five yearterm, and provide registration rights to the holder along with other terms that cause the warrants to be accounted for as a ~~liability with an~~liability. The initial fair value of $~~94,876,534, of which $75,156,534~~ ~~was immediately expensed and $19,720,000~~ ~~was recorded as a deferred debt discount. The~~the warrants issued ~~in the second quarter were classified as a liability with an initial fair value of $133,699,181~~ ~~which was immediately expensed. The warrants issued in the third quarter were classified as a liability with an initial fair value of $290,166,663, of which $206,948,147~~ ~~was immediately expensed and $83,218,516~~ ~~was recorded as a deferred debt discount.~~ In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. The change in fair value of the warrant liability forduring the three ~~and nine~~ months ended ~~September 30, 2021 was a loss of $287,117,556~~ ~~and~~ ~~$287,891,003~~ ~~respectively. As of September 30, 2021, the fair value of the warrant liability~~March 31, 2022 was $~~468,612,700~~243,681,478.
24
The Company’s outstanding warrants set forth below were valued using the Monte-Carlo simulation pricing model to calculate the ~~September 30, 2021~~March 31, 2022 fair value of the warrants with the following assumptions:
Schedule of Warrant Assumptions

Dividend
Yield
Expected Volatility Risk-free Interest Rate
Expected
Life

Hudson Bay Warrant; June 4, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Palladium Capital Warrant; June 4, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Hudson Bay Warrant; July 22, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Hudson Bay Series A Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Hudson Bay Series B Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Palladium Capital Group Series A Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Palladium Capital Group Series B Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Hudson Bay Series A Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Hudson Bay Series B Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years
Palladium Capital Group Series A Warrant; September 1, 2021 0.00 %
131.75
%
0.28
%
2.5 years

Palladium Capital Group Series B Warrant; September 1, 2021 0.00 %
131.75
%
0.28
%
2.5 years

Palladium Capital Group Warrant; July 22, 2021 0.00 % 131.75 % 0.28 % 2.5 years
BHP Capital Warrant; July 23, 2021
0.00
%
131.75
%
0.28
% 2.5 years

Dividend
Yield
Expected
Volatility Risk-free
Interest Rate
Expected
Life
Hudson Bay Warrant; June 4, 2021 0.00 % 128.50 % 2.43 % 3.2 years
Hudson Bay Series A Warrant; September 1, 2021 0.00 % 128.50 % 2.43 % 3.0 years
Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 128.50 % 2.43 % 3.0 years
Hudson Bay Warrant; November 10, 2021 0.00 % 128.50 % 2.43 % 3.9 years
Palladium Capital Warrant; November 10, 2021 0.00 % 128.50 % 2.43 % 3.9 years
Hudson Bay Warrant; December 20, 2021 0.00 % 128.50 % 2.43 % 3.9 years
Palladium Capital Warrant; December 20, 2021 0.00 % 128.50 % 2.43 % 3.9 years
Note 1213 — Related Party Transactions

ZASH Global Media and Entertainment Corporation

As of ~~September 30, 2021,~~March 31, 2022, Lomotif owed ZASH $2,500,000 in original principal amount under two promissory notes. ~~See~~ ~~Note 10 – Debt~~ ~~for further information.~~ In addition, ZASH ~~was performing certain management functions on behalf of ZVV for which ZASH received~~owed the Company $~~3,500,000~~15,000,000 ~~during the three and nine months ended September 30, 2021.~~ in original principal amount under six promissory notes. Our Chairman, ~~and member of the board of managers of ZVV,~~ Roderick Vanderbilt, ~~founded~~co-founded ZASH ~~serves~~and previously served as the President of ZASH, and has a pre-existing personal and business relationship with the current controlling shareholder of ZASH and ZVV manager, Theodore Farnsworth. ~~Mr. Farnsworth is also~~On October 1, 2021, ZASH, ZVV, and AdRizer entered into a ~~member~~letter of intent (as amended, the “LOI”), which contemplated the acquisition by ZASH or ZVV of all of the ~~board~~outstanding equity interests of ~~managers~~AdRizer. On February 11, 2022, the Company, ZASH and ZVV entered into an Assignment and Assumption Agreement whereby ZASH and ZVV assigned to the Company, and the Company assumed, all of ~~ZVV.~~the rights and obligations of ZASH and ZVV under the LOI, in consideration of a cash payment by the Company to ZASH of $6.75 million upon the closing of the acquisition, which occurred on February 11, 2022 (See Note 3- Acquisitions and Divestitures)
Magnifi U, Inc.
On October 12, 2021, ZVV entered into a promissory note (the “Magnifi U Note”) with Magnifi U, Inc. (“Magnifi U”), pursuant to which ZVV loaned Magnifi U $1,500,000. The Magnifi U Note bears interest at 3% annually and Magnifi U is obligated to pay the full amount of principal and interest in one balloon payment on October 12, 2023. Our Chief Executive Officer, President and director and member of the board of managers of ZVV, Lisa King, is the founder of Magnifi U and serves as its chief executive officer. ZASH has a 15% ownership interest in Magnifi U resulting from its equity investment of $5,000,000 in Magnifi U. Founded in August 2020, Magnifi U is a personalized and immersive online education platform whose goal is to help its users develop life skills, nurture strengths and live with purpose.
 
~~Forever 8 Fund, LLC~~Wattum Management Inc.
 
On ~~November 17, 2020, the Company, through its subsidiary, Edison Nation, LLC (the “Vendor”),~~October 12, 2021, Cryptyde entered into ~~an Inventory Management Agreement~~a promissory note (the ~~“Agreement”~~“Wattum Note”) with ~~the Forever 8 Fund, LLC~~Wattum Management, Inc. (“~~F8”~~Wattum”), ~~an entity~~pursuant to which ~~Christopher B. Ferguson, our former Chairman and Chief Executive Officer, holds a~~ Cryptyde loaned Wattum $454,000,000. The Wattum Note bears interest at 5% ownership interest. Under the terms of the Agreement, F8 desires to maintain inventory of and sell to Vendor certain Products pursuant to the terms and conditions set forth in the Agreement. As consideration for the inventory management services provided under this Agreement, Vendor agrees to pay F8annually. Wattum is a fee for each unit of each Product sold on a Platform determined in accordance with the fee schedule set forth in the applicable Product Schedule (the “Fee Schedule”) based on the Age of Inventory Sold set forth on the Fee Schedule (the “F8 Fees”). Prior to the signing of the agreement, F8 advanced the Vendor $~~239,283~~ 49that was utilized to pay for deposits with the Vendors factories. This Agreement shall commence on the Effective Date and shall continue in full force and effect until January 31, 2022 (the “Initial Term”), unless terminated earlier as provided in this Agreement. The balance outstanding at September 30, 2021 is $0.
~~NL Penn Capital, LP and SRM Entertainment Group LLC~~
~~As of September 30, 2021 and December 31, 2020, due to related party consists of net amounts due to SRM Entertainment Group LLC (“SRM LLC”) and NL Penn Capital, LP (“NL Penn”), the majority~~% owner of both, which are owned by Chris Ferguson, our former Chairman and Chief Executive Officer. The amount due to NL Penn was assigned to TXC Services, LLC. The amount due to related parties is related to the acquisitions of Pirasta, LLC and Best Party Concepts, LLC offset by operating expenses that were paid by SRM and Edison Nation on behalf of SRM LLC and NL Penn. As of September 30, 2021 and December 31, 2020, the net amount due to related parties was $~~15,401~~ ~~and $32,452~~, respectively. Such amounts are due currently. NL Penn and affiliated entities may lend additional capital to Edison Nation pursuant to terms and conditions similar to the current working capital lenders to Edison Nation such as Franklin Capital. In addition, Edison Nation borrows working capital from Franklin Capital, and Mr. Ferguson is a personal guarantor on the working capital facility provided to Edison Nation by Franklin Capital.CW Machines.
 
Note ~~13—~~14— Commitments and Contingencies

~~Employment Agreements~~
~~On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Christopher Ferguson (the “Executive”) for the role of Chief Executive Officer.~~ ~~The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (~~3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $~~200,000, less applicable withholdings (the “Base Salary”) and~~ ~~120,000~~ common shares that shall vest in their entirety on issuance. For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. The Executive shall be entitled to ~~150,000~~ ~~shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value of the Company on a 5-day closing average from the effectiveness of the Agreement. For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464. Mr. Ferguson tendered his resignation as (i) the Company’s Chief Executive Officer, effective October 25, 2021 and (ii) Chairman of the Board of Directors, effective October 19, 2021.~~
~~On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Brett Vroman (the “Executive”) for the role of Chief Financial Officer.~~ ~~The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (~~3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $~~200,000, less applicable withholdings (the “Base Salary”) and~~ ~~120,000~~ common shares that shall vest in their entirety on issuance. For 2021, Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of this agreement, the Executive is entitled to a one-time past performance bonus for the work completed in fiscal years 2018, 2019 and 2020 of ~~150,000~~ ~~shares of the Company’s common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to~~ ~~100,000~~ ~~shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value of the Company on a 5-day closing average from the effectiveness of the Agreement.~~ ~~For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464~~. Mr. Vroman initially tendered his resignation as an officer of the Company, effective November 4, 2021, and has accepted the position of Chief Financial Officer and Treasurer of Cryptyde, Inc., a wholly-owned subsidiary of the Company. However, on November 9, 2021, Mr. Vroman and the Company elected to retain Mr. Vroman as Chief Financial Officer of the Company until the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 is filed with the Securities and Exchange Commission on or before November 22, 2021.
~~On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Brian Mc Fadden (the “Executive”) for the role of Chief Strategy Officer.~~ ~~The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (~~3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $~~200,000, less applicable withholdings (the “Base Salary”) and~~ ~~120,000~~ common shares that shall vest in their entirety on issuance. For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of the Agreement, the Executive is entitled to a one-time signing bonus of ~~150,000~~ ~~shares of the Company’s common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to~~ ~~100,000~~ ~~shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value of the Company on a 5-day closing average from the effectiveness of the Agreement.~~ ~~For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464~~. On September 23, 2021, Brian McFadden submitted his resignation effective immediately as the Company’s Chief Strategy Officer in order to accept the role as President of the Company’s newly formed subsidiary, Cryptyde, Inc. The Company and Mr. McFadden shall enter into a new Employment Agreement on terms to be agreed upon within 30 days of his acceptance of the role as President of Cryptyde, Inc.
Operating ~~Lease~~Leases

The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through ~~2022.~~2024. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the consolidated balance sheets.

Total rent expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 was $~~163,911~~ 187,500and $~~223,188~~26,553~~, respectively. Total rent expense for the three and nine months ended September 30, 2020 was $122,943~~ ~~and $269,709~~, respectively. Rent expense is included in general and administrative expense on the consolidated statements of operations.
As of ~~September 30, 2021,~~March 31, 2022, the Company had operating lease liabilities of $-$135,944 and right of use assets for operating leases of $~~80,544~~133,310. ~~During the three and nine months ended September 30, 2021 and 2020, operating cash outflows relating to operating lease liabilities was $5,806and $80,582~~, ~~respectively, and the expense for right of use assets for operating leases was $24,163~~ ~~and~~ ~~$72,490, respectively. As of September 30, 2021, the Company’s operating leases had a weighted-average remaining term of~~ ~~0.9~~ ~~years and weighted-average discount rate of~~ ~~4.5~~%. Excluded from the measurement of operating lease liabilities and operating lease right-of-use assets were certain office, warehouse and distribution contracts that qualify for the short-term lease recognition exception.

3025
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 13— Commitments and Contingencies — (Continued)~~
~~Rental Income~~
Fergco leases a portion of the building located in Washington, New Jersey that it owns under a month-to-month lease. Total rental income related to the leased space for both the three and nine months ended September 30, 2021 was $~~17,136~~ ~~and $71,543~~, respectively, and is included in other income on the consolidated statements of operations. Total rental income related to the leased space for both the three and nine months ended September 30, 2020 was $~~25,704~~ ~~and $77,111, respectively, and is included in other income on the consolidated statements of operations.~~

Legal Contingencies

The Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery, and/or development of important factual information and legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business.

Gerald Whitt, et al. v. Vinco Ventures, CBAV1, LLC, et al.

On October 27, 2020, Gerald Whitt, et al, the minority shareholders of Cloud b Inc. (“Whitt Plaintiffs”) filed a civil complaint in the Superior Court of the State of California against Vinco Ventures, Inc., CBAV1, LLC and other parties, alleging fraudulent concealment, breach of fiduciary duty, breach of contract, breach of confidence, intentional misrepresentation, negligent misrepresentation, unfair business practices and civil conspiracy (the “Whitt Complaint”). Defendants have not been served with the Whitt Complaint. On or about June 4, 2021, CBAV1 entered into a settlement agreement with the trustee for Cloud b, Inc., whereby all derivative claims on behalf of Cloud b,B, Inc. in the Whitt Complaint were released as to CBAV1 and its affiliates, shareholders, officers, directors, employees and other parties. There are a limited number of non-derivative claims against individuals that were not released that are not expected to have any impact on the Company.

Vinco Ventures, Inc., et al. v. Milam Knecht & Warner, LLP, Michael D. Milam, Gerald Whitt, Alexander Whitt, et al.

On December 31, 2020, Vinco Ventures, Inc., and other parties, filed a complaint against the Whitt Plaintiffs, and other parties, with the United States District Court for Eastern District of Pennsylvania, alleging intentional misrepresentation, negligent misrepresentation, negligence, conspiracy, unfair business practices, abuse of process, civil extortion, trade libel and defamation. All claims were dismissed and/or settled except for two (2) claims (unfair business practices and defamation) against Gerald Whitt.

31
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Note 1415 — Stockholders’ Equity

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were ~~107,021,381~~188,052,593 and ~~14,471,403~~150,118,024 shares of common stock issued and outstanding, respectively.
 
~~On January 29, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering of $3,300,000~~ ~~whereby pursuant to the Securities Purchase Agreement 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 to purchase shares of the Company’s common stock.~~
On July 23, 2021, Vinco entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BHP Capital NY Inc. (the “Purchaser”) whereby Vinco agreed to (i) issue and sell to the Purchaser up to ~~1,007,194~~ ~~shares of Vinco’s common stock, par value $0.001~~ ~~per share (the “Purchased Shares”) at a purchase price of $2.78~~ ~~per share and (ii) issue warrants (the “Warrants”) to purchase up to~~ ~~1,007,194~~ ~~shares of Vinco’s Common Stock (the “Warrant Shares”) with an exercise price of $2.78~~ ~~per share, resulting in an aggregate of $2,800,000~~ ~~of Purchased Shares and Warrants. The Warrants are immediately exercisable and have a term of exercise equal to three (~~3~~) years. In connection with the Purchase Agreement,~~
During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, warrant shares of ~~69,212,800~~ 36,894,569were exercised and the Company received ~~net~~ proceeds of $~~180,341,414~~111,029,493.

Preferred Stock

~~On October 16, 2020, the~~The Company ~~filed a Certificate of Designation (the “Designation”) with the Secretary of State of Nevada, which designates~~ ~~1,000,000~~does not currently have any shares of ~~the Company’s~~ preferred stock ~~par value $0.001~~ per share, as Series B Convertible Preferred Stock (“Series B”). Pursuant to the terms of the Designation, holders of the Series B shall be entitled to dividends, a liquidation preference and shall have conversion rights. Each share of Series B shall be convertible into 1 share of Common Stock, on or after the twelve-month anniversary of the Original Issue Date at the option of the Holder thereof,authorized for ~~a total not to exceed~~ ~~1,000,000~~issuance ~~shares of Common Stock. The holders of the Series B shall have no voting rights.~~

On February 2, 2021, the Company filed an Amendment to the Certificate of Designation (the “Amendment”) for the Company’s Series B Convertible Preferred Stock (“Preferred Stock”). Under the Amendment, each share of Preferred Stock shall entitle the holder thereof to vote on all matters voted on by the holders of Common Stock, voting together as a single class with other shares entitled to vote at all meetings of the stockholders of the Corporation. With respect to any such vote, each share of Preferred Stock shall entitle the holder thereof to cast the number of votes equal to the number of whole shares of Common Stock into which such shares of Preferred Stock are then convertible (the “Conversion Shares”). Such right may be exercised at any annual meeting or special meeting, or pursuant to any written consent of stockholders.
On March 25, 2020, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada in order to: (i) increase the number of shares of the Company’s authorized preferred stock, par value $~~0.001~~ ~~per share, from~~ 0 ~~shares to~~ ~~30,000,000~~ shares of preferred stock; (ii) clarify the application of the forum selection clause in the Company’s amended and restated articles of incorporation, specifically that such clause does not apply to federal causes of actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) include affirmative changes to correspond to the Company’s First Amended and Restated Bylaws, confirming that the Company’s shareholders may vote by written consent.
~~On May 26, 2021, the Company issued~~ ~~764,618~~ ~~shares of common stock valued at $1,276,912~~ ~~upon conversion of the Company’s Series B Preferred Stock.~~
~~The Company is authorized to issue~~ ~~30,000,000~~ ~~shares of preferred stock. As of September 30, 2021 and December 31, 2020, there were~~ 0 ~~and~~ ~~764,618~~ ~~shares of Series B Preferred Stock issued and outstanding, respectively.~~
Stock-Based Compensation

On September 4, 2021, the Company’s board of directors approved the Vinco Ventures, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of up to 9,000,000(~~9,000,000~~3,267,040 remaining as of ~~November 19, 2021)~~March 31, 2022) shares of ~~common stock~~Common Stock to help align the interests of management and our ~~shareholders~~stockholders and reward our executive officers for improved Company performance. Stock incentive awards under the 2021 Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options is equal to the fair market value of the underlying ~~Company common stock on the date of grant.~~
~~On July 15, 2020, the Company filed a Registration Statement on Form S-8 registering~~ ~~1,764,705~~ (~~258,376~~ ~~remaining as of November 19, 2021) shares of common stock to be issued as stock-based incentives under the Company’s Amended and Restated Vinco Ventures, Inc. Omnibus Incentive Plan.~~
On September 26, 2018, the Compensation Committee of the board of directors approved the terms of compensation to be paid to non-employee directors for fiscal year 2018. Compensation for non-employee directors includes an annual retainer of $~~20,000, an annual committee meeting fee 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 the Company’s common stock (the “Options”). The restricted stock underlying such Options were to vest~~ ~~one year~~ after the grant date. However, the Options were never granted. Accordingly, On November 15, 2019, in lieu of granting the Options, the Company granted each member of the board of directors restricted stock units of ~~20,000~~ ~~shares which vested immediately, except for Toper Taylor who received~~ ~~30,000~~ ~~shares in November 2019, related to the share amounts due to him under the terms of his agreement with us. In addition, the Company granted each non-employee director restricted stock units of~~ ~~30,000~~ ~~shares, which vested on January 1, 2020.~~
On September 6, 2018, the Company’s board of directors approved an amendment and restatement of the Company’s omnibus incentive plan solely to reflect the Company’s name change to Edison Nation, Inc. Thus, the Edison Nation, Inc. Omnibus Incentive Plan (the “Plan”) which remains effective as of February 9, 2018, provides for the issuance of up to ~~1,764,705~~ (~~17,220~~ ~~remaining as of November 19, 2021) shares of common stock to help align the interests of management and our stockholders and reward our executive officers for improved Company performance.~~Common Stock incentive awards under the Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options is equal to the fair market value of the underlying Company common stock on the date of grant.
The following table summarizes stock option awards outstanding ~~at September 30, 2021:~~as of March 31, 2022:
Schedule of Share-based Compensation, Stock Options, Activity
Shares
Weighted
Average
Exercise
Price

Remaining
Contractual
Life in
Years

Aggregate
Intrinsic Value

Balance, December 31, 2020 80,000 $ 7.01 3.2      -
Granted - - - -
Balance, September 30, 2021 80,000 $ 7.01 2.9 -
Exercisable, September 30, 2021 80,000 $ 7.01 2.9 -
Shares
Weighted
Average
Exercise
Price

Remaining
Contractual
Life in
Years

Aggregate
Intrinsic
Value

Balance, December 31, 2021 80,000 $ 7.01 1.7 -
Granted - - - -
Balance, March 31, 2022 80,000 $ 7.01 1.4 -
Exercisable, March 31, 2022 80,000 $ 7.01 1.4 -

As of ~~September 30, 2021,~~March 31, 2022, there were no 0unvested options to purchase shares of the ~~Company’s common stock~~Common Stock and there was no 0unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average period.

26
~~Other Stock Awards~~Net Earnings or Loss per Share

~~The~~Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2022 and 2021, the Company ~~issued~~ ~~2,891,227~~ excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, ~~to employees for services valued at $~~from its calculation of earnings per share, as their effect would have been anti-dilutive.
~~7,590,664~~Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share ~~for the nine months ended September 30, 2021.~~
As of
March 31, 2022 March 31, 2021

Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT Platform, LLC 4,000,000 -
Options 80,000 80,000
Convertible shares under notes payable 28,271,954 2,647,587
Series B Convertible Stock - 764,618
Warrants 160,701,887 37,102,534
Shares to be issued - 1,608,355
Total 193,053,841 42,203,094

~~The Company issued~~ Note 16 —~~1,891,272~~ Customer Concentrations~~shares of common stock to vendors for services valued at $4,213,602~~ ~~for the nine months ended September 30, 2021.~~
From time to time, the Company grants shares of common stock to consultants and non-employee vendors for services performed. The awards are valued at the market value of the underlying common stock at the date of grant and vest based on the terms of the contract which is usually upon grant.
32
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 14 — Stockholders’ Equity (continued)~~For the three months ended March 31, 2022 and 2021 the following customers that represented more than 10% of total net revenues:

~~BHP Capital NY Inc. Private Placement – July~~Schedule of Revenue from Customers
For the three months ended
March 31,
2022 2021
Customer:
Customer A * 14 %
Customer B 11 % *
* Did not represent more than 10% of total net revenues.
For the three months ended March 31, 2022 and 2021, the following geographical regions represented more than 10% of total net revenues:

Schedule of Revenue by Geographical Areas
For the three Months ended
March 31,
2022 2021
Region:    
North America 100 % 76 %
Asia-Pacific 0 % 9 %
Europe 0 % 15 %
Note 17 — Subsequent Events
Exchange Agreement
On ~~July 23, 2021, Vinco~~May 12, the Company entered into ~~a Securities Purchase Agreement~~an agreement with the holder of the Company’s warrants for the purchase of the Company’s common stock for $4.527 issued on November 10, 2021 (the ~~“Purchase Agreement”~~“November 2021 Warrants”) ~~with BHP Capital NY Inc.~~and the Company’s warrants for the purchase of the Company’s common stock for $3.2653 issued on December 20, 2021 (the ~~“Purchaser”~~“December 2021 Warrants”) whereby ~~Vinco~~the Company and the holder agreed the holder could exchange its warrants for the Company’s common shares. The exchange ratio agreed to ~~(i) issue and sell to~~is for each November 2021 Warrant exchanged the ~~Purchaser up to~~holder would receive ~~1,007,194~~0.77 ~~shares~~ of ~~Vinco’s~~a share of the Company’s common stock, ~~par value $~~and for each December 2021 Warrant exchanged the holder would receive ~~0.001~~0.81 ~~per~~of a share ~~(the “Purchased Shares”~~of the Company’s common stock. The holder is entitled to exchange its November 2021 Warrants and its December 2021 Warrants under the agreement from May 19, 2022 until the sixtieth (60^th) ~~at a purchase price~~day immediately following the date on which the Company’s receives approval from its stockholders for the increase of $its authorized common shares from ~~2.78~~250,000,000 ~~per share and (ii) issue warrants (the “Warrants”) to purchase up~~ to ~~1,007,194~~750,000,000 ~~shares~~(the “Shareholder Approval Date”). On May 13, 2022, the Company filed a preliminary proxy statement for a Special Meeting of ~~Vinco’s Common Stock (the “Warrant Shares”) with an exercise price~~Stockholder’s to, among other things, seek the approval from its stockholders for such proposed increase of $~~2.78~~ ~~per share, resulting in an aggregate of $2,800,000~~ ~~of Purchased Shares and Warrants. The Warrants are immediately exercisable and have a term of exercise equal to three (~~3~~) years. In connection with the Purchase Agreement,~~its authorized common shares.
Furthermore, Vinco and the Purchaser also entered into a Registration Rights Agreement, dated as of July 23, 2021, whereby Vinco agree to prepare and file, within 40 days of the closing, with the SEC a registration statement covering the resale of all Purchased Shares and Warrant Shares issued and sold to the Purchaser pursuant to the ~~Purchase Agreement. In~~exchange agreement, on or prior to the ~~event that such registration statement is not filed within 40 days of~~second business day following the ~~closing, or if such registration statement does not become effective within 80 days of its filing, Vinco~~Shareholder Approval Date, the Company shall ~~issue~~deliver to the holder an additional ~~50,360~~number of shares of Common Stock equal to 7% of the sum of each of the November 2021 Warrants and ~~warrants~~December 2021 Warrants exchanged by the holder during this period. In addition, the exchange agreement allows the holder for up to ~~purchase an additional~~ ~~50,360~~ ~~shares~~60 days after the Shareholder Approval Date for (i) each November 2021 Warrant may be exchanged for 42% of ~~Common Stock~~a November 2021 Exchanged Warrant Share, and (ii) each December 2021 Warrants may from time to time be exchanged for 42% of a December 2021 Exchanged Warrant Share.
Pursuant to Section 7(n) of the Exchange Agreement, until October 9, 2022, the holder agreed to grant, free of charge, to the ~~Purchaser.~~
~~BHP Capital NY Inc. Private Placement – January 2021~~
~~On January 28,~~Company any reasonable and necessary waivers and extensions solely in connection with the Company’s obligations (i) to file an Initial Registration Statement pursuant to that certain Registration Rights Agreements between the Company and the holder dated as of November 11, 2021, as amended (the ~~“Effective Date”~~“November 2021 RRA”), and that certain Registration Rights Agreements between the Company and the holder dated as of December 20, 2021, as amended (the “December 2021 RRA” ), and (ii) to file a definitive proxy statement to approve the transactions contemplated by the November WEA and December WEA; provided, however, the holder shall retain the right to deliver an Alternate Exercise Notice (as defined in each of the November Warrant Exercise Agreement and December Warrant Exercise Agreement) to the Company ~~consummated the closing of a private placement offering (the “Offering”) whereby~~as permitted pursuant to the ~~Securities Purchase Agreement (the “SPA”) entered into by~~terms thereof. The exchange agreement also requires the ~~Company on January 28,~~holder to continue to hold the common shares received under the exchange for a certain period of time.
On May 19, the holder exchanged 500,000 November 2021 ~~with BHP Capital NY Inc (the “Investor”), the Company issued~~Warrants for ~~1,500,000~~385,000 ~~shares of restricted common stock and a five (~~5~~) year warrant (the “Warrant”) to purchase~~ shares of the Company’s common stock, ~~par value $~~and ~~0.001~~18,090,123 ~~per share (“Common Stock”).~~
December 2021 Warrants for
~~Pursuant to the SPA, the Investor received a Warrant in an amount equal to~~ ~~100% of the shares of Common Stock issued to the Investor under the SPA. The Warrant contains an exercise price of $2.20~~ ~~per share. In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of~~ ~~1,500,000~~14,653,000 shares of ~~Common Stock (the “Warrant Shares”).~~
the Company’s common stock. The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights 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 “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives commentsdid not receive any proceeds from the ~~Commission.~~cashless exercises.
Warrant Exercise Agreements
On ~~June 4, 2021,~~May 12, 2022, the Company entered into a warrant exercise agreement with two holders of the Company’s warrants for the purchase of the Company’s common stock for $9.00 per share issued on September 1, 2022 (the ~~“Agreement”~~“Series A September 2021 Warrants”) ~~with BHP Capital NY Inc. (“BHP”) who~~whereby the Company and the holders agreed to a cashless exercise whereby each holder would receive 0.50 of a ~~portion~~share of the ~~January~~Company’s common stock for each Series A September 2021 Warrant that is exercised by the holder. On May 19, the holders exchanged 15,000,000 Series A September 2021 Warrants for 7,500,000 shares of the Company’s common stock. The Company did not receive any proceeds from the cashless exercise.
The May WEA and the ~~Company agreed~~Exchange Agreement also require the participating holders to ~~issue additional warrants,~~continue to ~~purchase~~hold shares for a certain period of ~~Common Stock at a per-share exercise price equal to $3.20~~ ~~(the “Incentive Warrants”, all pursuant to the terms and conditions~~time as set forth in the ~~Agreement. At~~May WEA and the ~~Closing (as defined in Section 2(b)~~Exchange Agreement.
Shareholder Proposals for Increase of ~~the Agreement), the Parties shall execute~~Authorized Common and ~~deliver a registration rights agreement (the “Registration Rights Agreement”), pursuant to which~~Preferred Shares
On May 13, 2022, the Company ~~will agree~~filed a preliminary proxy statement for a Special Meeting of Stockholders to ~~register the shares~~seek approval of ~~Common Stock underlying the Incentive Warrants. Subject~~proposals 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 of such exercise multiplied by~~ ~~1,500,000~~ shares (as adjusted for any share split or similar transaction after the date hereof) (the “Exercised Warrant Shares”) and (ii) the Company shall issue and deliver Incentive Warrants to BHP to initially purchase an aggregate number of shares equal toincrease the number of ~~Exercised Warrant Shares, which~~authorized shares of common stock under the Company’s Amended and Restated Articles of Incorporation from 250,000,000 to 750,000,000 and increase the number of authorized shares ~~shall be subject~~of preferred stock under the Company’s Amended and Restated Articles of Incorporation from 0 to ~~adjustment upon the exercise of further shares pursuant to the January Warrants. During the nine months ended September 30, 2021, the Investor exercised~~ ~~1,500,000~~30,000,000 ~~warrants and received~~ ~~1,500,000~~ ~~incentive warrants.~~.

3328
~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 15 —~~ ~~Discontinued Operations~~
Discontinued operations are accounted for in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 360-10-35 Property, Plant and Equipment. In accordance with FASB ASC Section 360-10-35, the net assets of discontinued operations are recorded on our consolidated balance sheets at carrying value. The results of operations of discontinued operations are segregated from continuing operations and reported separately as discontinued operations in our consolidated statements of loss and comprehensive loss.
On March 12, 2021, the bankruptcy court approved the sale of the CBAV1, LLC Assets to BTL Diffusion SARL, the winning bidder, at the auction held 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 amount of $200,000~~ ~~on April 15, 2023 (“CBAV1-BTL Transaction”).~~
~~A first closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April 21, 2021 (“Final Closing”). Contemporaneously with the Final Closing, a certain license agreement between CBAV1 and Edison Nation, LLC (“Edison Nation”) terminated and any remaining operational assets of Edison Nation were transferred to BTL.~~
On November 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 Buyer agreed to exchange ~~200,000~~ shares of its restricted common stock (the “Consideration Shares”), symbol JUPW as listed on NASDAQ Capital Markets. The Company made the decision to divest the amusement park business due to the slow re-openings of amusement parks around the world and the investment that would have been needed to remain open and the investment required to relaunch as the amusement parks begin to get back to full capacity.
~~The following table presents the carrying values of the assets and liabilities of our discontinued operations at September 30, 2021 and December 31, 2020, respectively:~~
~~Schedule of Balance Sheets and Income Operations of Discontinued Operations~~

September 30,
2021

December 31,
2020

Assets
Current assets:
Accounts receivable, net $ - $ 220,964
Inventory - 559,737
Prepaid expenses and other current assets - 261,980
Total current assets - 1,042,680
Intangible assets, net - 5,739,524
Total assets $ - $ 6,782,204

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ - $ 487,454
Total current liabilities $ - $ 487,454
~~The following table presents the summary results of operations of our discontinued operations for the three and nine months ended September 30, 2021 and 2020, respectively:~~
2021 2020 2021 2020

For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
2021 2020 2021 2020
Revenues, net $ - $ 1,729,006 697,883 5,148,814
Cost of revenues - 1,163,630 490,195 3,103,171
Gross profit - 565,376 207,688 2,045,643

Operating expenses:
Selling, general and administrative - 856,883 385,888 2,253,011
Operating income - (291,507 ) (178,200 ) (207,366 )

Other (expense) income:
(Loss) gain on disposal (153,320 ) - (4,933,900 ) 4,911,760
Total other (expense) income (153,320 ) - (4,933,900 ) 4,911,760
(Loss) income before income taxes (153,320 ) (291,507 ) (5,112,100 ) 4,704,394
Income tax expense - - - -
Net (loss) income $ (153,320 ) $ (291,507 ) (5,112,100 ) 4,704,394
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~~Vinco Ventures, Inc. and Subsidiaries~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Note 16 —~~ ~~Subsequent Events~~
~~On October 1, 2021,~~ ZVV and ZASH and AdRizer LLC (“AdRizer”) entered into a Letter of Intent (as amended, the “LOI”) for ZASH or ZVV to acquire all the outstanding membership and other equity interests of AdRizer. The LOI has an exclusivity period ending on December 31, 2021. The parties are continuing their negotiations of the structure of the transaction and preparation of definitive documentation for the acquisition. Pursuant to current discussions among the parties, ZVV is expected to acquire all the outstanding membership/equity interests in AdRizer, either via merger, purchase of such membership/equity interests from the AdRizer members, or other transaction structure, as mutually agreed, ~~such that AdRizer will continue as a wholly owned subsidiary of ZVV, for an aggregate purchase price of $108,000,000~~ ~~payable as follows: (i) $15,000,000~~ ~~payable in cash at closing, to be funded by Vinco Ventures as a capital contribution to ZVV, (ii) $10,000,000~~ in cash to be funded by Vinco Ventures as a capital contribution to ZVV, which will be placed in escrow for a period of 12 months after the closing to secure the indemnification obligations of the AdRizer members, and (iii) $~~83,000,000~~ in common stock of ZASH or Vinco Ventures to be issued two years from (or otherwise locked up for two years from) the closing date, subject to conditions to be agreed upon. The stock consideration value will be based on a mutually agreeable valuation.
~~In addition, ZASH or ZVV are expected to invest a minimum of $5,000,000~~ ~~of cash in AdRizer for its post-closing working capital needs, to be funded~~ $~~1,000,000at closing and $1,000,000~~ ~~every 3 months thereafter.~~
On October 2, 2021, Vinco Ventures, Inc.’s wholly owned subsidiary, Cryptyde, Inc., filed Articles of Organization with the State of Nevada to form CW Machines, LLC. The formation of CW Machines, LLC is part of a joint venture with Wattum Management, Inc.
~~On October 8, 2021, the Company issued~~ ~~56,250~~ ~~shares of common stock to a consultant for services performed in connection with EVNT Platform, LLC.~~
On October 12, 2021, ZVV entered into a promissory note (the “Magnifi U Note”) with Magnifi U, Inc. (“Magnifi U”), pursuant to which ZVV loaned Magnifi U $1,500,000. The Magnifi U Note bears interest at 3% annually and Magnifi U is obligated to pay the full amount of principal and interest in one balloon payment on October 12, 2023.
On October 14, 2021, the Company’s wholly owned subsidiary, Cryptyde, Inc. (the “Lender”), entered into a Senior Secured Promissory Note (the “Note”) with Wattum Management, Inc. (the “Borrower”) to loan funds in the principal amount of $~~4,000,000. The Note bears interest at~~ 5% ~~annually, to be amortized over~~ ~~25 years~~ ~~and the Borrower shall pay the full amount of principal and interest in one balloon payment on~~ ~~October 12, 2026~~ ~~(the “Maturity Date”). The Note is secured, through a Security Agreement, by all current and future assets of the Borrower. The transaction closed on October 26, 2021.~~
~~On October 19, 2021, the Company issued~~ ~~6,672,710~~ ~~shares of common stock to note holders, EVNT Platform, LLC preferred members, consultants and employees and directors.~~
~~On October 26, 2021, the Company issued~~ ~~7,222,804~~ ~~shares of common stock to warrant holders for the exercise of warrants.~~
~~On October 27, 2021, the Company issued~~ ~~1,007,194~~ ~~shares of common stock to warrant holders for the exercise of warrants.~~
~~The following events occurred on October 19, 2021:~~
~~Christopher Ferguson, tendered his resignation as (i) the Company’s Chief Executive Officer, effective October 25, 2021 and (ii) Chairman of the Board of Directors, effective October 19, 2021.~~
Lisa King has been appointed as the Company’s Chief Executive Officer and President, effective October 25, 2021. The Company and Ms. King are entering into an employment agreement to be effective as of October 25, 2021.
Stephen Garrow has been appointed as the Company’s Chief Operating Officer, effective October 25, 2021. The Company and Mr. Garrow are entering into an employment agreement to be effective as of October 25, 2021.
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Philip Jones is expected to be appointed as the Company’s Chief Financial Officer, effective on or about November 23, 2021. The Company and Mr. Jones plan to enter into an employment agreement to be effective as of the date of Mr. Jones’ appointment as the Chief Financial Officer.
On November 1, 2021, the Company announced that its wholly owned subsidiary, Cryptyde, Inc., had entered into a joint venture with Wattum Management, Inc. to launch a newly formed entity, CW Machines, LLC, to sale turnkey BTC mining operations.
On November 8, 2021, Cryptyde, Inc. filed its Form 10 registration statement with the United States Securities and Exchange Commission in connection with the planned spinoff of selected subsidiaries, Cryptyde, Inc., Ferguson Containers, Inc., EVNT Platform, LLC and Cryptyde Shared Services, LLC.
On November 11, 2021, the Company and Hudson Bay Master Fund Ltd (the “Holder”) entered into a Warrant Exercise Agreement (the “November WEA”), whereby, the Company and the Holder agreed the Holder would exercise ~~2,438,700~~ ~~July Warrants and~~ ~~9,561,300~~ August Series A Warrants (collectively, the “Exercised Warrants”) representing the right to acquire shares (the “Exercised Warrant Shares”) of Common Stock and the Company would issue additional warrants to purchase shares of Common Stock at a per-share exercise price equal to $~~4.527~~ (the “November Warrants” and, together with the July Warrants and the August Series A Warrants, the “Warrants”), and to amend the September Warrant issued by the Company to the Holder pursuant to that certain Warrant Exercise Agreement dated as of September 1, 2021 by and among the Company and the Holder (“September WEA”) and the July Notes.
~~The proceeds to the Company from the exercise of the Exercised Warrants were approximately $31.86~~ ~~million, before deducting certain expenses incurred by the Company in connection with the November WEA and, including, but not limited to, expenses of the Holder’s legal counsel.~~
Subject to the satisfaction (or waiver) of the conditions set forth in the November WEA, (i) the Holder shall pay to the Company an amount equal to the Exercise Price multiplied by the applicable Exercised Warrant Shares, (ii) the Company shall issue and deliver to the Holder the Exercised Warrant Shares of the Exercised Warrants, and (iii) the Company shall issue and deliver to the Holder November Warrants to initially purchase an aggregate number of shares equal to 125% of the number of Exercised Warrant Shares plus the number of any other shares issued to the Holder upon the exercise of other outstanding warrants or the conversion of the Company’s outstanding convertible notes prior to December 31, 2021, which number of shares shall be subject to adjustments as set forth therein. Additionally, pursuant to the November WEA, the “Minimum Cash” requirement contained in the July Note was amended to provide that the Minimum Cash amount is not required at any time to exceed the Principal outstanding at such time.
~~Additionally,~~ the parties executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file an initial registration statement with respect to the shares of Common Stock underlying the Registrable Securities by January 15, 2022.
Pursuant to the November WEA, by no later than one hundred twenty (120) calendar days after the Closing Date, the Company shall file with the Securities and Exchange Commission a definitive proxy statement for a special meeting of the stockholders of Common Stock (the “Stockholder Meeting”), soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for (i) the issuance of all the shares of Common Stock issuable pursuant to the November Warrants, (ii) approving any voluntary adjustments that the Company may offer pursuant to the terms of any of the November Warrants, and (iii) the increase in authorized number of shares of Common Stock of the Company to at least ~~300,000,000~~. The Stockholder Meeting shall be promptly called and held not later than one hundred fifty (150) calendar days after the Closing Date (the “Stockholder Meeting Deadline”). In the event Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Holder can elect to, instead of receiving the November Warrant Shares, receive an aggregate cash payment from the Company equal to such number of November Warrant Shares multiplied by $~~0.65~~ ~~for each such November Warrant Share.~~
~~On November 11, 2021, the Company’s wholly owned subsidiary, Cryptyde, Inc. (“TYDE”), and~~ ~~Hudson Bay Master Fund Ltd (the “Holder”)~~ entered into an Amendment Agreement (the “Amendment Agreement”) whereby the parties agreed that, subject to the satisfaction (or waiver) of the conditions set forth in the Amendment Agreement: (i) the Holder shall amend its right to receive the Spin-off Distribution in the form of shares of TYDE’s common stock (“TYDE Common Stock”) and to receive instead a warrant issued by TYDE to purchase TYDE Common Stock for such number of shares of TYDE Common Stock that the Holder would have been entitled to receive in the Spin-off Distribution had the Holder exercised all its Company Warrants on the record date for the Spin-off Distribution (the “TYDE Warrant”); and (ii) contemporaneously with the entry into the Amendment Agreement, for TYDE and the Holder to enter into a registration rights agreement (the “TYDE Registration Rights Agreement”) to provide for all Registrable Securities to be covered by a registration statement filed and declared effective on or prior to the distribution date of the Spin-off Transactions. The Company agreed to issue to the Holder the November Warrant pursuant to the terms and conditions set forth in the November WEA and (ii) TYDE agreed to issue to the Holder the TYDE Warrant pursuant to the terms and conditions set forth in the Amendment Agreement.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the Securities and Exchange Commission. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, ~~particularly~~as well as in Part ~~II,~~I, Item 1A, “Risk ~~Factors.”~~Factors” of our Annual Report of Form 10-K for the year ended December 31, 2021.
Overview

Vinco Ventures is Focused on Digital Media, Advertising and Content Technologies
~~Our Company was~~Vinco Ventures, formerly known as Edison Nation, Inc., Xspand Products Lab, Inc. and Idea Lab Products, Inc., is a Nevada corporation incorporated on July 18, 2017 in the State of Nevada under the name of Idea Lab X Products, Inc, On September 12, 2017, we filed an Amendment to our Articles of Incorporation changing the name to Xspand Products Lab, Inc., and then on September 7, 2018 we filed 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 the surviving corporation of the Merger (the “Surviving Corporation”). The name of the Surviving Corporation became Vinco Ventures, Inc. The transaction closed on November 10, 2020.
2017. In connection with the ~~recent~~ acquisition of an 80% equity interest in Lomotif ~~Private Limited (“Lomotif”)~~ by ZVV, ~~Media Partners, LLC (“ZVV”),~~ our joint venture with ZASH ~~Global Media~~in 2021, and ~~Entertainment Corp.,~~our recent acquisition of AdRizer, we are transitioning from focusing on ~~end-to-end consumer product~~ innovation, development and commercialization of end-to-end consumer products to innovation, development and commercialization of digital media, advertising and content technologies. We currently operate in the ~~following markets~~platforms and businesses described below through our significant subsidiaries and consolidated variable interest entities:
● Lomotif Social Media Platform
Lomotif –and the Lomotif isApp - ZVV currently owns an 80% equity interest in Lomotif, a Singapore-based video-sharing and live streaming social networking platform that is committed to democratizing video ~~creation. Since~~creation and increasing user reach through our content development, live streaming and cross-platform engagement initiatives. The Lomotif app allows its users to create their own music videos by selecting pictures and videos from the ~~company was co-founded by~~camera, mixing them with music and transforming video ~~enthusiast Paul Yang in 2014,~~clips into music videos. Lomotif ~~has been granted three technology patents focused~~users can watch videos of other creators on ~~empowering creators to~~the Lomotif platform and share their videos on the Lomotif platform or on various third-party social media platforms such as TikTok, Instagram, YouTube and ~~watch short videos with ease~~Twitch. The Lomotif platform offers LoMoTV, a digital entertainment and lifestyle content network offering original programming. Our strategy includes expanding Lomotif’s reach through ~~remix~~our live-streaming entertainment initiatives involving social media influencers and ~~collaboration. Yang’s bold vision~~leading artists and entertainers.
The Lomotif app is ~~to build the world’s largest video vocabulary to accelerate the world’s transition to video-first expression. Lomotif,~~ available in the Apple and Google stores and is ~~a downloadable app that has grown worldwide as~~ a grassroots social community with dedicated users spanning from Asia, to South America to the ~~U.S.~~United States. As of the date of this Quarterly Report, Lomotif has not generated significant revenue and we are developing means to monetize the content creation and streaming capabilities of the Lomotif platform including our plan to leverage the AdRizer technologies to enable advertisers to more effectively engage with the Lomotif platform, content and its users.
● End-to-End Fully Integrated Programmatic Advertising Platform
~~Cryptyde~~AdRizer and the Cortex Platform – ~~Cryptyde, Inc.~~Our wholly-owned subsidiary AdRizer provides technology solutions to automate the use of artificial intelligence for digital advertising analytics and programmatic media buying through its core platform, Cortex. Cortex provides real-time analytics for marketing spend and revenue optimization and delivers ad-campaign creation, optimalization and monetization at scale. Cortex integrates with various traffic partners, including Google, MSN, Instagram, Facebook, Twitter, and others, and is ~~focused on leveraging blockchain~~able to deliver real-time attribution against a wide range of advertiser and publisher metrics such as revenue by source, author, article, and conversion event. AdRizer targets advertisers, advertising agencies, publishers and other advertising technology companies as its audience for the Cortex platform offerings.
AdRizer generates revenue from the Cortex platform through two major sources: (1) the traffic acquisition of digital advertising spaces to advertisers from multiple digital advertising technologies, and (2) developing marketing campaigns and strategies for some of the top direct-to-customers (“DTC”) companies. We believe that AdRizer’s Cortex platform provides small- to ~~disrupt consumer facing industries. Rather than create~~medium-sized enterprises with an efficient and effective end-to-end, fully integrated platform that allows its users to control their marketing and branding campaigns in real-time. We also expect to integrate AdRizer’s technologies with the Lomotif platform and content and the Honey Badger digital commerce company.
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● Streaming Music Non-Fungible Token (“NFT”) Platform
E-NFT.com – Our wholly-owned subsidiary EVNT Platform LLC, dba Emmersive Entertainment (“EVNT”) offers a ~~new industry, Cryptyde~~platform for artists and content owners to distribute their intellectual property. EVNT’s proprietary streaming process seeks to ~~alter an existing one allowing us~~make NFTs affordable by seeking to gain adoption and reach scale faster. With this focus, Cryptyde first entered the music streaming industry with its launch of E-NFT.com; a streaming music NFT platform. With platform success Cryptyde has expanded into the cryptoreduce mining ~~ecosystem, leveraging its knowledge of blockchain technologies~~fees with the goal of ~~bringing bitcoin mining~~enabling fans to engage with content in new ways with EVNT’s multi-media delivery system. EVNT generates revenue from the development of custom, digital artwork and digital music that is sold in the form of non-fungible tokens through a ~~price point for the everyday consumer.~~third-party marketplace.
● E-NFT.com - A new way for artists and content owners to distribute their intellectual property. Cryptyde’s proprietary streaming process seeks to make NFT’s affordable by reducing mining fees with the goal of enabling fans to engage with content in new ways with Cryptyde’s multi-media delivery system.Full-Service Digital Commerce Company
Honey Badger - Our wholly-owned subsidiary Honey Badger offers a full-service digital commerce strategies solution focused on brand specific messaging and designing comprehensive digital campaigns from creation to monetization for celebrities and influencers. As a digital commerce company, Honey Badger leverages millions of followers in its network to grow advertiser-based revenue as well as Vinco’s brands and holdings. Honey Badger generates revenue from providing digital marketing services for brands and influencers.
● ~~Full Scale AR / VR Bringing Digital to Life – Augmented~~New Consumer Product Development and Virtual Reality provide an in-depth full scale experience for the consumer. Whether experienced alone, or in conjunction with a real world physical event AR/VR seeks to provide consumers with the ability to bring the metaverse to life. Whether by reliving a legendary performance or experiencing a new one, Cryptyde’s AR/VR platforms plans to offer full scale, photo realistic experiences.Commercialization Platform
● CW Machines LLC – CW Machines, Cryptyde’s consumer focused bitcoin mining solution is focused on bringing bitcoin mining to the consumer level. By combining equipment sales, financing, co-location and management services, CW Machines plans to provide everything needed from start to finish for a consumer packaged into a one stop, one payment membership program.
~~Ferguson Containers~~Edison Nation – Ferguson Containers, Inc. (“Ferguson”) manufactures and sells custom packaging for virtually any product. In Ferguson’s experience, packaging has the capability to “tell” the products story, generating increased product awareness, promote brand image, and drive unit growth. Ferguson’s senior management has more than 100 years of combined experience marketing, producing and delivering packaging materials. A hallmark of its operation is its quick production cycle. Ferguson can often begin a production run within minutes of receipt of an order. Many of Ferguson’s products are manufactured from 100% post-consumer recycled material. When production is complete, Ferguson typically ships the product using its own trucks rather than relying on a common carrier. Ferguson does not have long-term agreements with its customers, and instead manufactures and sells its packaging products subject to purchase orders from its customers. No assurances can be given that Ferguson’s customers will continue to submit purchase orders for new products.
~~Edison Nation~~Led by our wholly-owned subsidiary – Edison Nation, LLC, ~~matches~~(‘Edison Nation”) we provide a platform to match an innovator’s intellectual property with vertical consumer product category leaders in a licensing structure whereby the innovator can earn up to 50% of the contracted licensing fee. Product categories include kitchenware, small appliances, toys, pet care, baby products, health & beauty aids, entertainment venue merchandise, and housewares.
We also have a number of internally developed brands (“EN Brands”) which act as a launchpad for new innovative items that have matriculated through the innovation portal. These EN Brands include Cloud B, Pirasta, Uber Mom, Lily and Grey, Trillion Trees, and Barkley Lane. Additionally, we offer a partnership model for entrepreneurs and businesses that are seeking to elevate their existing brands. Recent partnerships for Vinco Ventures include 4Keeps Roses and Mother K. Within the partnership model, the Company seeks to identify new lines of distribution and provide innovation through development of new items that enhance the brand’s overall image and consumer adoption. Edison Nation generates revenue primarily from the sale of personal protective equipment, consumer products and licensing of products for intellectual property owners.
 
37 ● Cryptyde Businesses Expected to be Spun-Off
 
~~Market~~ Cryptyde – Our wholly-owned subsidiary Crytypde, Inc. plans to offer three initial business lines, Web3 (decentralized internet) products, Bitcoin mining services, and consumer packaging operated by Ferguson Containers, Inc (“Ferguson”). Through its Web3 products business line, Cryptyde will seek to acquire and build brands that use decentralized blockchain technologies in a variety of consumer-facing industries, such as music, movies, digital art, ticketing and event services, and gaming. Cryptyde’s Bitcoin mining services will aim to make Bitcoin mining accessible to consumers previously priced out of the area. Ferguson manufactures and sells custom packaging for a variety of products and is expected to offer revenue streams for the spun-off business.
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Corporate Strategy

We are transitioning from focusing on innovation, development and commercialization of end-to-end consumer products to innovation, development and commercialization of digital media, advertising and content technologies. Today’s consumers have shorter attention spans and are unlikely to commit to lengthy content unless they are convinced of its value. The right piece of short-form content enables brands to rapidly communicate key messages, improving the asset’s ability to capture the attention of target audiences. Short-form content is also a ready-made resource for users who consume content on mobile devices. Additionally, video generates a much larger number of shares than long-form content, text or image posts. By investing in Lomotif, aour short-form video sharing and social media platform, AdRizer and related growth initiatives, ~~and continuing~~we are aiming to ~~leverage our B.I.G. (Buy. Innovate. Grow.) strategy, we believe we can~~ grow into aan integrated robust social media, content development and ~~disruptive media and entertainment~~digital advertising company, ~~worldwide,~~ with ~~tens of~~ millions of users around the ~~world~~world.
In February 2022 we acquired AdRizer. We expect to integrate AdRizer’s Cortex technologies with the Lomotif platform and content and Honey Badger’s services and solutions to optimize revenue generation opportunities. We have also invested in activities to generate content for the Lomotif platform and to expand its user base and engagement such as launching LoMoTV, hosting and live streaming concerts and celebrity events. We expect to further this effort by continuing to invest in acquisitions, joint ventures, and growing our own capacity to create and distribute content. For example, we expect that future joint ventures, licensing, loan financing or other arrangements with ZASH and PZAJ Holdings, LLC will generate entertainment content that we ~~expect will enable us~~plan to leverage our content globally. Our ability to successfully implement our business plans including acquisition plans and achieving our growth strategy will depend upon our ability to obtain financing at acceptable terms, attain a reasonable threshold of operating efficiencies and create and expand revenue sources fromdistribute through the ~~businesses, platforms and technologies we acquired and invested in.~~Lomotif platform, among other distribution channels.

~~Recently Completed and Pending Key Transactions~~
~~Cryptyde Spin-off~~
~~On November 8, 2021, our subsidiary Cryptyde, Inc. (“Cryptyde”) filed a Form 10 registration statement with the Securities and Exchange Commission in~~In connection with our ~~previously announced planned spin-off~~transition, we are also in the process of ~~Cryptyde.~~spinning off Cryptyde, ~~is focused on leveraging blockchain technology~~which holds our packaging, Bitcoin mining services, and Web3 (decentralized internet) products businesses, in an effort to disrupt consumer facing industries. Current operations of Cryptyde include E-NFT.com, a streaming music NFT Platform, and CW Machines LLC, a crypto mining ecosystem which seeks to leverage Cryptyde’s knowledge of blockchain technologies to bring bitcoin mining to a price pointcreate value for ~~the everyday consumer. Cryptyde will also include~~ our ~~Ferguson Containers business. In connection with the spin-off, Cryptyde is expected to become an independent, publicly traded company. The spin-off is expected to become effective in early 2022.~~
~~ZVV’s Acquisition of Lomotif Private Limited~~
~~On July 25, 2021, ZVV completed the acquisition of 80% of the outstanding capital stock on a fully diluted basis of Lomotif for a total purchase price of $109,765,000.~~
stockholders.

~~COVID-19 and Impact on Our Consumer Products Business~~
COVID-19 has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through business and transportation shutdowns and restrictions on people’s movement and congregation.
As a result of the pandemic, we have experienced, and continue to experience, weakened demand for our historical products. Many of our customers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantly reduced 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 the pandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods.
In the United States and Asia, many of our key accounts remain closed or are operating at significantly reduced volumes. As a result, we have made the strategic decision to expand our operations through our Edison Nation Medical (“Ed Med”) division. Through Ed Med, the Company wholesales Personal Protective Equipment (“PPE”) products through an online portal for hospitals, government agencies and distributors.
Given these factors, the Company anticipates that the greatest impact from the COVID-19 pandemic in fiscal 2020 occurred in the first quarter of 2020 resulting in a significant net sales decline as compared to the first quarter of 2019.
In addition, 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 to find alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability and financial condition.
We have taken actions to protect our employees in response to the pandemic, including closing our corporate offices and requiring our office employees to work from home. At our distribution centers, certain practices are in effect to safeguard workers, including a staggered work schedule, and we are continuing to monitor direction from local and national governments carefully. Additionally, our two retail locations have been closed until further notice.
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As a result of the impact of COVID-19 on our financial results, and the anticipated future impact of the pandemic, we implemented cost control measures and cash management actions during 2020, including:
~~● Furloughing a significant portion of our employees in the first quarter of 2020;~~
~~● Implementing 20% salary reductions across our executive team and other members of upper-level management in the first and second quarter of 2020;~~
~~● Executing reductions in operating expenses, planned inventory levels and non-product development capital expenditures throughout 2020; and~~
~~● Proactively managing working capital, including reducing incoming inventory to align with anticipated sales.~~
Recent Developments

The following is a description of recent events regarding ~~our warrant liabilities,~~ important ~~transactions and management transition,~~developments which we believe are important to an understanding of our business, financial position and results of operations.

~~Warrant Liabilities~~Acquisition of AdRizer

On ~~January 25,~~October 1, 2021, ZVV and ZASH and AdRizer entered into a Letter of Intent (as amended, the ~~Company consummated~~“LOI”) for ZASH or ZVV to acquire all the outstanding equity interests of AdRizer.
On February 11, 2022, Vinco Ventures, ZASH and ZVV entered into an Assignment and Assumption Agreement, whereby ZASH and ZVV assigned to Vinco Ventures, and Vinco Ventures assumed, all of the rights and obligations of ZASH and ZVV under the LOI, in consideration of a cash payment by Vinco Ventures to ZASH of $6.75 million upon the closing of the acquisition.
On February 11, 2022, Vinco Ventures, AdRizer, the members of AdRizer and the holders of performance units (the “Performance Units”) of AdRizer under its phantom equity plan (collectively, the “Seller Members”), and Innovative Assets LLC, in its capacity as the sellers’ representative, entered into and consummated the transactions contemplated by a ~~private placement offering~~definitive Unit Purchase Agreement (the ~~“Offering”~~“AdRizer Purchase Agreement”), whereby the Company acquired all of the outstanding equity interests of AdRizer (the “Purchased Interests”) ~~whereby~~from the Seller Members and canceled the Performance Units, resulting in AdRizer becoming a wholly-owned subsidiary of the Company. The purchase price paid and payable to the Seller Members for the Purchased Interests and in consideration of the cancellation of the Performance Units consists of (i) $38 million in cash paid at closing, of which $10 million was deposited in an escrow account to secure the Seller Members’ indemnification obligations under the AdRizer Purchase Agreement, subject to customary post-closing adjustments for working capital and other items, and (ii) up to 10 million shares of the Company’s common stock to be issued on January 1, 2024 (the “Buyer Share Issuance Date”), determined by dividing $50 million by the volume weighted average price of the Company’s common stock reported by Bloomberg LP for the 20 trading days preceding such date, subject to a floor price of $5.00 and maximum price of $8.00 per share (the “Purchase Price Equity”). Pursuant to the AdRizer Purchase Agreement, the Company has agreed to file a resale registration statement on form S-1 or S-3 no later than 90 days prior to the Buyer Share Issuance Date if permitted by the SEC, and otherwise no later than 5 business days after the Buyer Share Issuance Date, to register the resale of the Purchase Price Equity and to use commercially reasonable efforts to cause the registration statement to become effective as soon as practicable after filing. In addition, the Company has agreed to furnish AdRizer with working capital in the amount of $1 million by each 3-month anniversary of the closing date until the Company has furnished AdRizer with a total of $5 million in working capital.
Upon the closing of the acquisition, AdRizer entered into a new employment agreement with its chief executive officer, Kenneth Bond. Certain Seller Members including those who are employees, officers, directors or managers of AdRizer and their affiliates also agreed to be bound by three-year post-closing non-competition and non-solicitation restrictive covenants pursuant to the Purchase Agreement.
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Expected Spin-Off of Cryptyde, Inc.
On November 8, 2021, our subsidiary Cryptyde initially filed, and on January 25, 2022, March 18, 2022 and May 13, 2022 amended, a Form 10 registration statement with the SEC (the “Form 10”) in connection with our planned spin-off of Cryptyde, subject to certain conditions as described in the registration statement, including the effectiveness of the registration statement, receipt of an opinion of counsel to the effect that, among other things, the spin-off and related transactions should qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code, and Nasdaq having approved the listing of Cryptyde’s common stock. Cryptyde holds our packaging, Bitcoin mining services, and Web3 (decentralized internet) products businesses.
On May 16, 2022, the Form 10 was declared effective. The record date for the spin-off is May 18, 2022 and the distribution date is scheduled for May 27, 2022. Upon completion of the spin-off, Cryptyde would become an independent, publicly traded company.
Closing of Cryptyde Financing
On January 26, 2022, Cryptyde entered into a Securities Purchase Agreement (the ~~“Purchase~~“Note Securities Purchase Agreement”) ~~entered into~~with an accredited investor (the “Note Investor”) for the issuance and sale of a Senior Convertible Note with an initial principal amount of $33,333,333 at a conversion price of $10.00 per share of Cryptyde’s common stock, par value $0.001 (the “Cryptyde Common Stock”) and a warrant (the “Warrant”) to purchase up to 3,333,333 shares of Common Stock with an initial exercise price of $10.00 per share of Cryptyde Common Stock (the “Note Private Placement”).
Cryptyde and the Note Investor closed on the transactions contemplated by the Note Securities Purchase Agreement on May 5, 2022. At the closing, Cryptyde issued to the Note Investor the Warrant to purchase up to 3,333,333 shares of Cryptyde Common Stock with an exercise price of $10.00 per share.
Amendment to the July 2021 Note
On March 9, 2022, the Company, Cryptyde and the noteholder of the Senior Secured Convertible Note issued by the Company on ~~January 21,~~July 22, 2021 (the “July 2021 Note) entered into an Amendment Agreement (the “Amendment Agreement”) whereby the parties agreed to, among other things: (i) amend certain provisions of the July 2021 Note to (a) convert $10,000 of the principal amount of the July 2021 Note at a conversion price of $0.01 into shares of the Company’s common stock, (b) extend the maturity date under the July 2021 Note to July 22, 2023, (c) increase the interest rate on the July 2021 Note from zero percent (0%) to six percent (6.0%), (d) reduce the maximum cap of the minimum cash in the control account from $100,000,000 to $80,000,000, and (e) require the Company to redeem $33,000,000 of the principal of the July 2021 Note, together with ~~Hudson Bay Master Fund, Ltd~~accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, on July 22, 2022; (ii) to extend certain dates relating to (x) the Company’s registration of certain securities under the Warrant Exercise Agreements dated September 1, 2021, November 11, 2021 and December 20, 2021 to April 30, 2022, (y) the Company’s filing of a proxy statement to April 30, 2022 and (z) Company holding a stockholder meeting and obtaining a stockholder vote to June 4, 2022 or July 4, 2022 in the event that the Company receives comments from the SEC with respect to the proxy statement; and (iii) to waive any adjustments to convertible securities or options as a result of the Adjusted Conversion Price (as defined in the Amendment Agreement).
On April 29, 2022, the Company, Cryptyde and the Holder entered into a Second Amendment Agreement (the ~~“Investor”~~“Second Amendment Agreement”), whereby the parties agreed to amend the First Amendment Agreement to replace the date of “April 30, 2022” in Section 7(m) of the First Amendment Agreement to “May 6, 2022.”
On May 6, 2022, the Company and the Holder entered into a Third Amendment Agreement (the “Third Amendment Agreement”) whereby the parties agreed to amend the Second Amendment Agreement to replace the date of “May 6, 2022” in Section 7(m) of the Second Amendment Agreement to “May 11, 2022.”
Warrant Exercise and Issuance
For the three months ended March 31, 2022, 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”)~~warrants to purchase shares of the Company’s common stock ~~par value $0.001 per share (“Common Stock”). The Investor converted $11,000,000 of principal and $39,190 of interest into 5,519,595 of the Company’s common shares. Pursuant~~related to the ~~Purchase~~Warrant Exercise Agreement the Investor received a Warrant in an amount equal to 250% of the shares of Common Stock initially issuable to each Investor pursuant to the Investor’s Note. The Warrant contains an exercise price of $2.00 per share. In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of 15,000,000 shares of Common Stock (the “Warrant Shares”).
On February 23, 2021, 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 February 18,dated December 20, 2021, with one accredited investor (the “Investor”), the Company issued a Senior Convertible Note for the purchase price of $10,000,000 (the “Note”) and five (5) year warrants (the “Warrant”) to purchase shares of Common Stock. Pursuant to the Purchase Agreement, the Investor received a Warrant in an amount equal to 900% of the shares of Common Stock initially issuable to 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 exercisable for an aggregate of 18,568,188 shares of Common Stock (the “Warrant Shares”).
Palladium Capital Group, LLC. acted as placement agent for both Offerings. The Placement Agent received a Warrant granting the Holder the right to purchase 480,000 and 1,650,346 shares, respectively, of Common Stock at an exercise price of $2.00 and $3.722, respectively, with an expiration date of January 25, 2026 and February 23, 2026, respectively.
On January 29, 2021, the Company consummated the closing of a private placement offering of $3,300,000 whereby pursuant to the Securities Purchase Agreement entered into by the Company on January 28, 2021 with BHP Capital NY Inc, the Company issued 1,500,000 shares of restricted common stock and a five (5) year warrant to purchase 1,500,000 shares of the Common Stock.
~~On May 24, 2021, the Company entered into~~ a warrant ~~exercise agreement (the “May 2021 Warrant Agreement”) with the Investor whereby~~holder, in which the Company agreed to issue ~~additional~~2.25 warrants with an exercise price of $3.265 to the warrant holder for every warrant the warrant holder exercised from the period commencing December 20, 2021 and ending on February 28, 2022. In conjunction with this agreement, the warrant holder exercised 36,894,569 warrants in the first three months of 2022 which generated $111,029,493 in gross proceeds to the Company during the three months ended March 31, 2022. In conjunction with the agreement, the Company issued 83,012,781 warrants to the holder and 6,641,022 to the placement agent for the agreement. The warrants have an exercise price of $3.265, a five year term, and provide registration rights to the holder along with other terms that cause the warrants to qualify for liability treatment. The initial fair value of the warrants issued during the three months ended March 31, 2022 was $243,681,478.
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Exchange Agreement
On May 12, 2022, the Company entered into an agreement with the holder of the Company’s warrants for the purchase of the Company’s common stock for $4.527 issued on November 10, 2021 (the “November 2021 Warrants”) and the Company’s warrants for the purchase of the Company’s common stock for $3.2653 issued on December 20, 2021 (the “December 2021 Warrants”) whereby the Company and the holder agreed the holder could exchange its warrants for the Company’s common shares. The exchange ratio agreed to is for each November 2021 Warrant exchanged the holder would receive 0.77 of a share of the Company’s common stock, and for each December 2021 Warrant exchanged the holder would receive 0.81 of a share of the Company’s common stock. The holder is entitled to exchange its November 2021 Warrants and its December 2021 Warrants under the agreement from May 19, 2022 until the sixtieth (60^th) day immediately following the date in which the Company’s receives approval from its stockholders for the increase in authorization of common shares from 250,000,000 to 750,000,000 (the “Shareholder Approval Date”). On May 13, 2022, the Company filed a preliminary proxy statement for a Special Meeting of Stockholder’s to, among other things, seek the approval from its stockholders for this matter.
Furthermore, pursuant to the exchange agreement, on or prior to the second business day following the Shareholder Approval Date, the Company shall deliver to the holder an additional number of shares of Common Stock ~~at a per-share exercise price~~ equal to ~~$3.20~~7% of the sum of each of the November 2021 Warrants and December 2021 Warrants exchanged by the holder during this period. In addition, the exchange agreement allows the holder for up to 60 days after the Shareholder Approval Date for (i) each November 2021 Warrant may be exchanged for 42% of a November 2021 Exchanged Warrant Share, and (ii) each December 2021 Warrants may from time to time be exchanged for 42% of a December 2021 Exchanged Warrant Share.
Pursuant to Section 7(n) of the Exchange Agreement, until October 9, 2022, the holder agreed to grant, free of charge, to the Company any reasonable and necessary waivers and extensions solely in connection with the Company’s obligations (i) to file an Initial Registration Statement pursuant to that certain Registration Rights Agreements between the Company and the holder dated as of November 11, 2021, as amended (the ~~“Incentive Warrants”~~“November 2021 RRA”)~~. Subject~~, and that certain Registration Rights Agreements between the Company and the holder dated as of December 20, 2021, as amended (the “December 2021 RRA” ), and (ii) to file a definitive proxy statement to approve the transactions contemplated by the November WEA and December WEA; provided, however, the holder shall retain the right to deliver an Alternate Exercise Notice (as defined in each of the November Warrant Exercise Agreement and December Warrant Exercise Agreement) to the Company as permitted pursuant to the terms thereof. The exchange agreement also requires the holder to continue to hold the common shares received under the exchange for a certain period of May 2021 Agreement, the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase zero shares of Common Stock, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a 1.00-for-one basis for the additional exercise of each Existing Warrant.
On June 4, 2021, the Company entered into a warrant exercise agreement (the “Agreement”) with BHP Capital NY Inc. (“BHP”) who agreed to exercise a portion of 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”). 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 of such exercise multiplied by 1,500,000 shares and (ii) the Company shall issue and deliver Incentive Warrants to BHP to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of shares shall be subject to adjustment upon the exercise of further shares pursuant to the January Warrants.
On June 4, 2021, the Company entered into a warrant exercise agreement (the “June 2021 Warrant Agreement”) with the Investor whereby 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”). Subject to the terms of June 2021 Agreement, the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase zero shares of Common Stock, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a 1.75-for-one basis for the additional exercise of each Existing Warrant.
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The warrants are subject to anti-dilution adjustments outlined in the Agreement. The warrants may require cash settlement under certain conditions, such as a tender offer. The warrants were classified as a liability with an initial fair value at the time of issuance of $228,575,715 of which $208,855,715 was immediately expensed as a loss on issuance of warrants and $19,720,000 was recorded as a deferred debt discount.
In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of September 30, 2021, the fair value of the warrant liability was $139,695,115. For the three and nine months ended September 30, 2021, the Company recorded a loss of $208,855,715 and $75,156,534, respectively. The warrants are valued using the Black-Scholes pricing model to calculate the fair value of the warrants.time.

On ~~July 22,~~May 19, 2022, the holder exchanged 500,000 November 2021 (the “Effective Date”), Vinco Ventures, Inc. (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 July 22, 2021 with Hudson Bay Master Fund Ltd (the “Investor”), the Company issued a Senior Secured Convertible Note in the amount of $120,000,000Warrants for ~~the purchase price of $100,000,000 (the “Note”) and five (5) year warrants (the “Warrant”) to purchase~~385,000 shares of the Company’s common stock, ~~par value $0.001 per share (“Common Stock”).~~
~~The Note shall carry no interest unless~~ and until an event of default shall occur and the Note matures on July 22, 2022. The Note contains a voluntary conversion mechanism whereby the Noteholder may convert at any time after the Initial Convertibility Date (as defined therein), in whole or in part, the outstanding principal and interest under the Note into18,090,123 December 2021 Warrants for 14,653,000 shares of the ~~Common Stock at a conversion price of $4.00 per share (the “Conversion Shares”).~~Company’s common stock. The ~~Note is guaranteed by~~Company did not receive any proceeds from the Company’s subsidiaries and certain other guarantors and is a senior secured 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 eighteen percent (18%) per annum and the outstanding principal amount of the Note, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completion of a Change of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portion of the Note in cash at a price in accordance with the terms of the Note.cashless exercises.

~~Pursuant to the Purchase Agreement, the Investor received a Warrant. 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 issued for an aggregate of 32,697,548 shares of Common Stock (the “Warrant Shares”).
The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights 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 and Warrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission.
Palladium Capital Group, LLC. (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cash compensation 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 proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses).
Exercise Agreements

On ~~August 18, 2021,~~May 12, 2022, the Company entered into a warrant exercise agreement with two holders of the Company’s warrants for the purchase of the Company’s common stock for $9.00 per share issued on September 1, 2022 (the ~~“Agreement”~~“Series A September 2021 Warrants”) ~~with Hudson Bay Master Fund Ltd (the “Investor”)~~whereby the ~~Parties~~Company and the holders agreed ~~that, subject~~ to ~~the satisfaction (or waiver)~~a cashless exercise whereby each holder would receive 0.50 of a share of the ~~conditions set forth in Sections 4 and 5~~Company’s common stock for each Series A September 2021 Warrant that is exercised by the holder. On May 19, the holders exchanged 15,000,000 Series A September 2021 Warrants for 7,500,000 shares of the ~~Agreement: (i)~~Company’s common stock. The Company did not receive any proceeds from the ~~Investor shall pay~~cashless exercise.
The May WEA and the Exchange Agreement also require the participating holders to ~~the Company an amount equal~~continue to ~~the Exercise Price (as defined in the Existing Warrants) in effect as~~hold shares for a certain period of ~~the date of such exercise multiplied by the Existing Warrant Shares (as defined in the Agreement); (ii) the Company shall issue and deliver to the Investor the Existing Warrant Shares~~time as set forth in ~~Section 1 of~~ the Existing Warrants; (iii) the Company shall issue and deliver to the Investor additional warrants to purchase an aggregate of 20,500,000 shares of Common Stock at an exercise price of $2.655 per share, subject to adjustments provided therein (the “August Series A Warrants”); and (iv) the Company shall issue and deliver to the Investor additional warrants to purchase an aggregate of 2,000,000 shares of Common Stock at an exercise price of $2.655 per share, subject to adjustments provided therein (the “August Series B Warrants,” and together with the August Series A Warrants, the “August Warrants”). The terms of the August Series A WarrantsMay WEA and the ~~August Series B Warrants are substantially identical, except that, upon stockholder approval, the August Series B Warrants will be subject to an Alternate Cashless Exercise, as defined therein.~~Exchange Agreement.

~~In addition, pursuant to the Agreement, the Parties also agreed, among other things, that (i) upon entering into the Agreement, the exercise price~~Shareholder Proposals for Increase of ~~the July Warrants is reduced to $2.655 per share;~~Authorized Common and (ii) the definition of “Initial Exercisability Date” (as defined in the June Incentive Warrant) is amended to mean August 18, 2021. The Parties to the Agreement acknowledge and agree that the transactions contemplated by each of the Agreement and July SPA are and were permitted under each of the currently outstanding warrants and notes issued by the Company to the Investor.Preferred Shares

On May 13, 2022, the Company filed a preliminary proxy statement for a Special Meeting of Stockholders for approval of proposals to increase the number of authorized shares of common stock under the Company’s Amended and Restated Articles of Incorporation from 250,000,000 to 750,000,000 and increase the number of authorized shares of preferred stock under the Company’s Amended and Restated Articles of Incorporation from 0 to 30,000,000.
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Letter Agreement
Pursuant to that certain Warrant Exercise Agreement (as amended, the “September WEA”) dated as of September 1, 2021 ~~Vinco Ventures, Inc.~~between the Company and an accredited investor (the ~~“Company”~~“Holder”) ~~entered into a warrant exercise agreement (the “Agreement”) with Hudson Bay Master Fund Ltd (the “Investor”) whereby~~, the ~~parties agreed that, subject~~Company sold warrants to the ~~satisfaction (or waiver) of~~Holder representing the ~~conditions set forth in Sections 4 and 5 of the Agreement: (i) the Investor shall exercise warrants that were issued on May 24, 2021 and are currently held by the Investor for 6,900,000~~right to acquire shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at ~~the exercise price set on May 24, 2021; (ii) the Company shall issue and deliver to the Investor warrants to purchase~~ an ~~aggregate of 20,000,000 shares of Common Stock at an~~initial exercise price of $9.00 per share, subject to adjustments ~~provided therein~~as set forth in the September WEA (the ~~“September Series~~“Series A September 2021 Warrants”); and ~~(iii)~~(ii) on May 12, 2022, the Company ~~shall issue~~ and ~~deliver to~~ the ~~Investor warrants to purchase an aggregate of 2,000,000 shares of Common Stock at an~~Holder entered into that certain Warrant Exercise Agreement (the “May WEA”) whereby the parties, among other things, adjusted the Holder’s exercise price of ~~$9.00 per share, subject to adjustments provided therein (the “September Series B Warrants,” and together with the September~~its Series A ~~Warrants, the “September Warrants”). The terms of the~~ September ~~Series A Warrants~~2021 Warrant and the September Series B Warrants are substantially identical, except that, upon stockholder approval, the September Series B Warrants will be subject to an Alternate Cashless Exercise, as defined therein.
At the Closing (as defined in Section 2(b) of the Agreement), the parties executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file an initial registration statement with respect to the shares of Common Stock underlying the September Warrants andeliminated certain ~~other warrants and convertible notes previously issued by the Company by October 1, 2021.~~
~~On September 8, 2021, the Investor entered into a Securities Purchase Agreement (the “SPA”) with Armistice Capital Master Fund Ltd. (the “Buyer”), whereby the Investor sold 5,000,000~~provisions of the Series A September 2021 Warrants as an offer to ~~the Buyer. On September 8, 2021, the Investor entered into a Securities Purchase Agreement (the “SPA”) with CVI Investments, Inc. (the “Buyer”), whereby the Investor sold 3,000,000~~all of the Series A September 2021 Warrants inducement to ~~the Buyer.~~
~~Also see~~ ~~Note 16 – Subsequent Events~~ ~~- in the consolidated financial statements included in this report.~~
~~EVNT Platform, LLC Asset Contribution Agreement~~
~~On April 17,~~fully exercise its Series A September 2021 ~~the Company and EVNT Platform, LLC,~~Warrant on a wholly owned subsidiary of the Company, entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc., pursuant to which Emmersive contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certain physical 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 purchase the Preferred Units in exchange for 1,000,000 shares of Vinco Venture’s common stock. In addition, the Preferred Members have the opportunity 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-Out Target 1~~: In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 approved influential celebritiescashless basis on ~~or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s Shareholders, 1,000,000 Conditional Preferred Units, with Put Rights.~~
~~Earn-Out Target 2~~: In the event that the Company generates a minimum of $7,000,000 in annualized booked revenues inclusive of revenues generated from the celebrities onboarded by the Company (collectively “Attributed Revenue”) in any three-calendar-month period ending on or before March 31, 2022 (i.e. more than $1,750,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with the Put Rights.
~~Earn-Out Target 3:~~ In the event that the Company generates a minimum of $28,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2022 (i.e. more than $7,000,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with Put Rights.
~~Earn Out Target 4~~: In the event that the Company generates a minimum of $62,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2023 (i.e. more than $15,500,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with Put Rights.
~~On April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed.~~
~~Agreement to Complete a Merger with Zash Global Media and Entertainment Corporation~~
On January 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 Entertainment Corporation (“ZASH”).
The Agreement contemplates a reverse triangular merger of Merger Sub with and into ZASH in a transaction intended to qualify as a tax-free reorganization under Sections 368(a)(l)(A) and 368(a)(2)I of the Code. Under the terms of the Agreement to Complete, ZASH’s holders of common stock, par value $0.001, shall receive shares of Common Stock of the Company in exchange for all issued and outstanding ZASH shares of common stock. ZASH will then become an indirect wholly-owned subsidiary of the Company. In connection with the foregoing, the Company engaged a third-party valuation firm to perform a valuation of ZASH and to issue a Transaction Fairness Opinion. The valuation report will be relied upon to set the resulting post-closing ownership ratio. Upon completion of the closing, ZASH will be the controlling entity.
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The certificate of incorporation of the Company will be amended and restated at and as of the Effective Time, in substantial conformance with the certificate of incorporation of ZASH immediately prior to the closing, and the name of the Company will be changed to “ZASH Global Media and Entertainment Corporation.” The bylaws of the Company will be amended and restated at and as of the Closing to become the equivalent of the bylaws of ZASH immediately prior to the closing. At the closing, certain officers and directors of the Company and the Merger Sub immediately prior to the Effective Time shall resign and the officers and directors of ZASH immediately prior to the closing will be appointed as officers and directors of the Company and the surviving corporation, in each case until their respective successors are duly elected or appointed and qualified; provided, however that the Company shall have the right to appoint two (2) person to serve as a member of the Board of Directors of the surviving corporation and ZASH shall have the right to appoint three (3) persons to serve as members of the Board of Directors of the surviving company.
On March 30, 2021, the Company, Vinco Acquisition Corporation and ZASH entered into that certain First Amendment to Agreement to Complete a Plan of Merger, which amends the Merger Agreement dated January 20, 2021 to extend the closing date of the merger to on or about May ~~28, 2021.~~19, 2022.

On May ~~28, 2021,~~18, 2022, the Company ~~Vinco Acquisition Corporation~~ and ~~ZASH Global Media and Entertainment Corporation (“ZASH”)~~the holder entered into that certain ~~Second Amendment to the~~Letter Agreement (the “Second Amendment”) to define certain milestones with dates to be completed to consummate the closing of the Lomotif Private Limited (“Lomotif”) acquisition and the ZASH merger; (i) the Company and ZASH intend to acquire Lomotif through their joint venture, ZVV Media Partners, LLC (the “Joint Venture”); (ii) the Parties have completed an Amended and Restated Limited Liability Company Agreement for the Joint Venture in preparation for the anticipated acquisition of Lomotif through the Joint Venture; (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 shareholders for 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 to consummate the transaction.
On July 19, 2021, Zash Global Media and Entertainment Corp. (“Zash”), Lomotif Private Limited (“Lomotif”), the Lomotif selling shareholders identified on the signature page to the Lomotif SPA and ZVV MEDIA PARTNERS, LLC (“ZVV”), entered into that certain Deed of Variation and Supplement (the “Deed of Variation”“Letter Agreement”) whereby ~~among other things, Zash novated all of its rights and obligations under~~ the ~~Lomotif SPA~~parties further amended the Series A September A Warrants to ~~ZVV and ZVV assumed all of Zash’s rights and obligations under~~require that that Company only needs to maintain the ~~Lomotif SPA as if ZVV had been a party to the Lomotif SPA in place of Zash. On July 23, 2021, ZVV closed on the transaction which resulted in ZVV acquiring an 80% interest in Lomotif.~~
~~Contribution Agreement with Zash Global Media and Entertainment Corporation~~
On January 19, 2021, Vinco Ventures, Inc. (“Vinco Ventures”), ZVV Media Partners, LLC (the “Company”) and Zash Global Media and Entertainment Corporation (“ZASH”) entered into a Contribution Agreement (the “Agreement”). Vinco Ventures and ZASH desire to establish the newly formed Company in order to engageRequired Reserve Amount (as defined in the ~~development~~Series A September Warrants) on and ~~production of consumer facing content and related activities.~~
Under the 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 distribution agreement with American Syndication Media Corporation (“ASMC”). The Company shall not assume any liabilities of either Vinco Ventures or ZASH except those liabilities arising in or specifically relating to periods, events or occurrences happening with respect to the Contributed Assets on or after the ~~Closing Date. In consideration of the Contributed Assets, the Company shall issue to Vinco Ventures and ZASH 5,000 Units. The transaction closed on January 19, 2021.~~
~~Closing on the Sale of Assets of CBAV1, LLC~~
On October 30, 2020, the Company received a letter of intent from a prospective purchaser dated October 22, 2020 setting forth the terms of 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, internet websites, domains, social network assets, production facilities, including the molds of all products, and inventory (“Cloud b Assets”).
By way of background, the Cloud b Assets were pledged as collateral (“Collateral”) to secure a promissory note from East West Bank dated in or around May 25, 2011, along with amendments and modifications to the loan agreement (“Secured Note”). On June 4, 2018, CBAV1 acquired the Secured Note in accordance with the Cloud B Assignment of Loan and Security Agreement from East West Bank. On October 30, 2018, pursuant to the Stock Purchase Agreement, the Company became the beneficial owner of 72.16% of Cloud b, Inc.’s shares of common stock. CBAV1 provided Notification of Disposition of Collateral (pursuant to its notice of default dated August 7, 2018 to Cloud b, Inc.) and scheduled a Public Sale of the Collateral to the highest qualified bidder for February 11, 2019 (“Public Sale”). 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 pursuant therewith, sold its ownership interest in Cloud b, Inc. to the buyer.
~~To effectuate the sale of the Cloud b assets to the prospective purchaser, the Company has determined that it is~~Shareholder Approval Date (as defined in the best interests of the company and its shareholders for CBAV1 and the prospective buyer to utilize the jurisdiction and protections of the bankruptcy court to effectuate the sale of the Cloud b Assets free and clear of any obligations.
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~~The current 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.~~
By utilizing the jurisdiction of the bankruptcy court, the Cloud b Assets can be transferred to the prospective purchaser free and clear of liens and obligations. Any unsecured creditors or minority shareholders of Cloud b, Inc. will have the opportunity to assert any claims or actions within the sale proceeding under the jurisdiction of the bankruptcy court.
On March 12, 2021, the bankruptcy court approved the sale of the CBAV1, LLC Assets to BTL Diffusion SARL, the winning bidder, at the auction held 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 amount of $200,000 on April 15, 2023 (“CBAV1-BTL Transaction”)May WEA).
A dry closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April 21, 2021 (“Final Closing”). Contemporaneously with the Final Closing, a certain license agreement between CBAV1 and Edison Nation, LLC (“Edison Nation”) terminated and any remaining operational assets of Edison Nation were transferred to BTL.
~~Stock Exchange Agreement for Sale of SRM Entertainment, LTD~~
On November 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 Buyer agreed to exchange 200,000 shares of its restricted common stock (the “Consideration Shares”), symbol JUPW as listed on NASDAQ Capital Markets.
Upon closing, 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 the date of the quarterly report, the Company has received all Exchange Shares.
As a performance-based incentive, the Buyer shall pay to the Seller two percent (2%) of gross sales of Jupiter’s private label sun care products if such gross sales are in excess of twelve million dollars ($12,000,000) earned during the 2021 calendar year.
At Closing, the Company (as “Stockholder”) and Jupiter entered into a Leak Out Agreement, whereby the Company was limited in the sales of the Consideration Shares upon the following terms: (i) As such time as the Stockholder is able to resell the Consideration Shares in accordance with the provisions of Rule 144 of the Securities Act (the “Expiration of the Holding Period”), the Stockholder agrees to limit the resales of such Shares in the public market as follows:
a. No shares in any one day more than ten percent (10%) of the average of the daily trading volume on all trading markets on which the Consideration Shares are then quoted or listed for the five trading days preceding the sale of the Consideration Shares, and;
b. ~~Any permitted resales by the Stockholder shall be at the then current bid price of the Common Stock.~~
~~Honey Badger Media Purchase and Licensing Agreement~~
On November 10, 2020, the Company, through its wholly owned subsidiary, Honey Badger Media, LLC, entered into a series of transactions with Honey Badger Media, LLC, a Delaware limited liability company:
On November 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 and to the Internet Websites, Domain Names, and all of the respective content (the “Domains”), and any other rights associated with 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 for the sale of the Purchased Assets, the Buyer agreed to pay the Seller the amount of Three Hundred Thousand Dollars (US $300,000).~~
On November 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’s intellectual property rights comprising the Platform, owned by or licensed to Licensor that are utilized as part of the Platform (“Licensed Related Assets”). In consideration for the License, the Licensee ~~agreed to~~ pay to the Licensor a fee equal to thirty percent (30%) of the Net Profits generated from Licensee’s clients through the Platform and Licensed Related Assets and the Licensee’s parent company agreed to issue the Licensor 750,000 shares of common stock.
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~~Acquisition of HMNRTH, LLC Assets~~
On March 11, 2020, the Company and its wholly owned subsidiary, Scalematix, LLC (together the “Buyer”), entered into an Asset Purchase 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 and related consumer products industry. Under the terms of the Agreement, Buyer is to remit $70,850 via wire transfer at Closing and shall issue to a representative of the Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock. The shares were issued on March 16, 2020 and valued at $477,500.
~~Global Clean Solutions Agreement and Plan of Share Exchange~~
On May 20, 2020 (the “Effective Date”), the “Company entered into an Agreement and Plan of Share 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 units of Global (the “Purchase Units”). The Company issued 250,000 shares of its restricted common stock, $0.001 par value per share (the “Common Stock”) to PPE, and 50,000 shares of Common Stock to Graphene, in consideration for the Purchase Units.
Pursuant to the terms of the Share Exchange Agreement, the Sellers may earn additional shares of Common Stock upon Global realizing the following revenue targets: (i) In the event that Global’s total orders equal or exceed $1,000,000, Graphene shall receive 200,000 shares of Common Stock; (ii) In the event that Global’s total orders equal or exceed $10,000,000, PPE shall receive 100,000 shares of restricted Common Stock; and (iii) In the event that Global’s total orders equal or exceed $25,000,000, Graphene shall receive 125,000 shares of restricted Common Stock. Additionally, the Company shall be entitled to appoint two managers to the Board of Managers of Global.
~~Acquisition of TBD Safety, LLC~~
On September 29, 2020, the Company 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 Sellers owned all outstanding Units of TBD. Under the terms of the Agreement, the Company issued a total of Two Million Two Hundred Ten Thousand Three Hundred Eighty-Two (2,210,382) shares of the Company’s common stock and a total of Seven Hundred Sixty-Four Thousand Six Hundred Eighteen (764,618) shares of a newly designated Preferred Stock (the “Preferred”). In addition, the Company and Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Sellers obligating the Company to register such common stock and shares of common stock to be issued upon conversion of the Preferred within 120 days after the Closing. The Sellers also had an Earn Out Consideration, which provides that at such time as the assets purchased in the Agreement achieve cumulative revenue of $10,000,000, the Sellers will earn a total of One Hundred Twenty-Five Thousand (125,000) shares of common stock. The closing of the transaction occurred on October 16, 2020. See ~~Note 3 — Acquisitions and Divestitures~~ ~~for further information.~~
~~Edison Nation Medical Operations~~
~~Edison Nation Holdings, LLC formed Edison Nation Medical (“EN Medical”) in May of 2012 as a partnership with Carolinas Healthcare Systems (now called Atrium). Atrium is the~~ ^2nd largest healthcare system in the US. Carolina Health (Atrium) looked to identify 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.
EN Medical built out a separate platform, leveraging the Edison Nation model to look for ideas that improved patient care and lowered costs. EN collected some great ideas, but the market shifted and EN found that the licensing model was very difficult as big medical device companies wanted to acquire companies with sales versus just buying IP and prototypes.
~~Today, EN Medical operates an online portal granting hospitals, government agencies and distributors access to its catalog of medical supplies and hand sanitizers.~~
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~~Executive Compensation Agreements~~
On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Christopher Ferguson (the “Executive”) for the role of Chief Executive Officer. The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $200,000, less applicable withholdings (the “~~Base Salary~~”) and 120,000 common shares that shall vest in their entirety on issuance. The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. The Base Salary due of shares, shall be payable within the first 30 days of the year. On each anniversary of the Agreement, the base salary will increase no less than $15,000 (“minimum”). For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. The Executive shall be entitled to 150,000 shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464. Mr. Ferguson tendered his resignation as (i) the Company’s Chief Executive Officer, effective October 25, 2021 and (ii) Chairman of the Board of Directors, effective October 19, 2021.
On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Brett Vroman (the “Executive”) for the role of Chief Financial Officer. The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $200,000, less applicable withholdings (the “Base Salary”) and 120,000 common shares that shall vest in their entirety on issuance. The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. The Base Salary due of shares, shall be payable within the first 30 days of the year. On each anniversary of the Agreement, the base salary will increase no less than $15,000 (“minimum”). For 2021, Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of this agreement, the Executive is entitled to a one-time past performance bonus for the work completed in fiscal years 2018, 2019 and 2020 of 150,000 shares of the Company’s common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to 100,000 shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464. Mr. Vroman tendered his resignation as the Chief Financial Officer of the Company, effective November 4, 2021, and has accepted the position of Chief Financial Officer and Treasurer of Cryptyde, Inc., a wholly-owned subsidiary of the Company. However on November 9, 2021, Mr. Vroman and the Company elected to retain Mr. Vroman as Chief Financial Officer of the Company until the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 is filed with the Securities and Exchange Commission on or before November 22, 2021.
On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Brian Mc Fadden (the “Executive”) for the role of Chief Strategy Officer. The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “Renewal Term”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $200,000, less applicable withholdings (the “~~Base Salary~~”) and 120,000 common shares that shall vest in their entirety on issuance. The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. The Base Salary due of shares, shall be payable within the first 30 days of the year. On each anniversary of the Agreement, the base salary will increase no less than $15,000 (“minimum”). For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of the Agreement, the Executive is entitled to a one-time signing bonus of 150,000 shares of the Company’s common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to 100,000 shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. For clarification, the Enterprise Value as of the Company at the effective date was $25,042,464. Mr. Mc Fadden tendered his resignation as the Chief Strategy Officer of the Company on September 23, 2021 ~~in order to accept the role as President of the Company’s newly formed subsidiary, Cryptyde, Inc.~~
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Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported expenses during the reporting periods. The accounting estimates that require our most significant, difficult and subjective judgments have an impact on revenue recognition, the determination of share-based compensation and financial instruments. We evaluate our estimates and judgments on an ongoing basis. Actual results may differ materially from these estimates under different assumptions or conditions.

~~Our significant accounting~~There have been no changes in such policies ~~are more fully described in Note 2 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.~~
~~Components~~or the application of ~~our Results of Operations~~
~~Revenues~~
We sell consumer products across a variety of categories to retailers, distributors and manufacturers. We also sell consumer products directly to consumers through e-commerce channels. In addition, we generate revenues form media properties through social media monetization.
~~Cost of Revenues~~
~~Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs.~~
~~Selling, General and Administrative Expenses~~
~~Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.~~
~~Rental Income~~
~~We earn rental income from a month-to-month lease on a portion of~~such policies during the ~~building located in Washington, New Jersey that we previously owned until August 2021.~~three months ended March 31, 2022 except as follows:
~~Interest Expense, Net~~
~~Interest expense includes the cost of our borrowings under our debt arrangements.~~
~~Loss on Issuance of Warrants~~

~~Loss on issuance of warrants includes the fair value of the warrants at issuance on the grant date.~~Revenue Recognition

~~Change in Fair Value of Warrant Liability~~
~~Change in fair value of~~Generally, the ~~warrant liability includes the change in the fair value of the warrants at the measurement date~~Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the ~~Monte Carlo simulation method.~~five-step process outlined in the Accounting Standards Codification (“ASC”) 606:

~~Change~~Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in ~~Fair Value of Short-Term Investment~~exchange for the goods or services that will be transferred to the customer.

~~Change~~Step 2 – Identify Performance Obligations in ~~fair value~~the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the ~~short-term investment~~contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation.
Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur.
Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.
Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ~~change~~ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time.
Product
The Company’s product revenues are recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the ~~fair value~~Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the ~~underlying security~~revenue standards, revenue recognition from the sale of finished goods to customers, which represents the majority of the Company’s revenues, was not impacted by the adoption of the new revenue standards
Digital media advertising and licensing
The Company’s digital media advertising revenues are generated primarily from the posting of original digital content through third-party online platforms which are then delivered to users of the online platform across the customer’s digital advertising platform and becomes monetizable to the Company, which the Company concludes is its performance obligation. The Company recognizes revenue when control of the services are transferred to customers and the transaction price is determined by the third-party online platform. Revenue from the digital media platform is primarily recognized based on impressions delivered to customers. An “impression” is delivered when an advertisement appears on pages viewed by users. Licensing revenues are derived from the sale of a licensee’s products that incorporates the Company’s intellectual property. Royalty revenues are recognized during the quarter in which the Company receives a report from the licensee detailing the shipment of products that incorporate the Company’s intellectual property, which receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s intellectual property. For AdRizer, FASB ASC 606 requires an entity to determine whether it is a principal (recognizes revenue at the ~~measurement date.~~
gross amount) or an agent (recognizes revenue at the net amount) for each promised good or service. Based on the FASB guidance, the Company has determined that AdRizer is the principal for each promised good or service, thus, revenue is recognized at the gross amount of the transactions. Revenue from traffic sales and traffic management services are generally recognized at the end of each month when the performance obligation is satisfied.

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Results of Operations

Three Months Ended ~~September 30, 2021~~March 31, 2022 versus Three Months Ended ~~September 30, 2020~~March 31, 2021

The following ~~table sets~~tables set forth information comparing the components of net income (loss) ~~income~~ for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:
Results of Operations
Three Months Ended September 30, Period over Period Change
2021 2020 $ %

Revenues, net $ 2,231,986 $ 2,522,141 $ (290,155 ) -11.50 %
Cost of revenues 1,531,840 1,505,234 26,606 1.77 %
Gross profit 700,146 1,016,907 (316,761 ) -31.15 %

Operating expenses:
Selling, general and administrative 25,869,419 2,617,961 23,251,458 888.15 %
Operating (loss) (25,169,273 ) (1,601,054 ) (23,568,219 ) 1,472.04 %

Other (expense) income:
Rental income 17,136 25,704 (8,568 ) -33.33 %
Interest (expense) (27,012,312 ) (1,004,627 ) (26,007,685 ) 2,588.79 %
Loss on issuance of warrants (206,948,147 ) - (206,948,147 ) -100.00 %
Change in fair value of warrant liability (287,117,556 ) - (287,117,556 ) -100.00 %
Change in fair value of short-term investment (614,000 ) - (614,000 ) -100.00 %
Other income
649,009 - 649,009 100.00 %
Total other (expense), net (521,025,870 ) (978,923 ) (520,046,947 ) 53,124.40 %
Loss before income taxes (546,195,143 ) (2,579,977 ) (543,615,166 ) 21,070.54 %
Income tax expense - - - - %
Net loss from continuing operations (546,195,143 ) (2,579,977 ) (543,615,166 ) 21,070.54 %
Net income attributable to noncontrolling interests (3,885,333 ) (37,439 ) (3,847,894 ) 10,277.77 %
Net loss from continuing operations attributable to Vinco Ventures, Inc. (542,309,810 ) (2,542,538 ) (539,767,272 ) 21,229.47 %
Net income (loss) from discontinued operations (153,320 ) (291,506 ) 138,186 -47.40 %
Net (loss) income attributable to Vinco Ventures, Inc. $ (542,463,130 ) $ (2,834,044 ) $ (539,629,086 )
19,040.96
%
Three Months Ended March 31, Period over Period Change
2022 2021 $ %
Revenue
Consumer products $ 3,757,552 $ 2,153,306 $ 1,604,246 74.5 %
Digital advertising and media revenue 7,726,369 350,566 7,375,803 2104.0 %
Royalty income 50,898 61,290 (10,392 ) -17.0 %
Total revenue, net 11,534,819 2,565,162 8,969,657 349.7 %

Cost of revenues
Packaging products 3,156,993 1,393,063 1,763,930 126.6 %
Digital advertising and media revenue 7,776,663 260,318 7,516,345 2887.4 %
10,933,656 1,653,381 9,280,275 561.3 %

Gross profit 601,163 911,781 -310,618 -34.1 %
Gross profit % 5.2 % 35.5 % -30.3 % -85.3 %

Revenue

For the three months ended ~~September 30, 2021,~~March 31, 2022, revenues ~~decreased~~from continuing operations increased by ~~$290,155~~$8,970,000 or ~~11.50%~~349.7%, as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. The ~~decrease~~increase was primarily due to the ~~result~~impact of ~~a decrease~~the Company’s acquisition of AdRizer in February 2022, which generated $7,653,000 of revenue for the Company during the first quarter of 2022. AdRizer’s revenue consists of digital advertising sales and services to advertisers. In addition, the increase in revenues was due to revenue from CW Machines, a 51% owned subsidiary of Cryptyde. CW Machines generated $1,573,000 in sales of crypto mining equipment in the ~~Edison Nation Medical division.~~
first quarter of 2022 that did not exist in the first quarter of 2021.

Cost of Revenues

For the three months ended ~~September 30, 2021,~~March 31, 2022, cost of revenues increased by ~~$26,606~~$9,280,000 or ~~1.77%~~561.36%, as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. The increase was primarily ~~attributable~~due to the ~~product mix~~costs of ~~goods sold.~~
traffic acquisition at AdRizer and the costs of crypto mining machines at CW Machines, Each of these cost types did not occur in the first quarter of 2021.

Gross Profit

For the three months ended ~~September 30, 2021,~~March 31, 2022, gross profit decreased by ~~$316,761,~~$311,000, or ~~31.15%~~34.1%, as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. The decrease ~~was primarily a result~~reflected the impact of the ~~decrease in revenues.~~
Company’s new business lines of digital media and advertising from AdRizer, traffic acquisition and content creation costs of which were higher than expected as that business began its operations as a wholly-owned subsidiary of the Company, along with the impact of the Company’s sales of crypto mining machines which have a lower margin than the Company’s traditional packaging product sales.

35
Operating Expenses

Selling, general and administrative ~~expenses~~costs
Three Months Ended March 31, Period over Period Change
2022 2021 $ %
Selling, general and administrative costs
Compensation, benefits and payroll taxes $ 5,763,122 $ 500,033 $ 5,263,089 1052.5 %
Depreciation and amortization 1,590,209 424,033 1,166,175 275.0 %
Stock based compensation 1,143,445 8,697,502 (7,554,057 ) -86.9 %
Advertising, marketing and promotions 4,636,246 269,960 4,366,287 1617.4 %
Legal, professional fees, and transaction costs 11,764,602 1,414,391 10,350,211 731.8 %
Selling, general and administrative costs 1,900,483 354,961 1,589,353 447.8 %

Total selling, general and administrative costs $ 26,798,107 $ 11,660,880 $ 15,137,227 129.28 %
Selling, general and administrative costs (“SGA costs”) increased significantly during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 due to a significant expansion of the Company’s activities requiring SGA costs as it continued to transition into a digital media and entertainment company in 2022. In addition, the increase in SGA costs reflect the impact of costs associated with the Company’s newly acquired subsidiary AdRizer, which was acquired in February 2022. Total SGA costs from continuing operations were ~~$25,869,419~~$26,798,000 in the first three months of 2022 as compared to $11,661,000 in the first three months of 2021, an increase of $15,137,000. The largest increase was due to the impact of legal, professional fees and ~~$2,617,961~~transaction related costs related to the Company’s acquisition of AdRizer, its proposed spin-off of its Cryptyde business, and the costs associated with the preparation and audit of its annual financial report. The Company’s compensation costs and its marketing and advertising costs have also increased significantly in the first quarter of 2022 as the Company had added to its payrolls, staff of Lomotif, and AdRizer as well as its internal staff focused on its digital media business which did not exist in the first quarter of 2021. These costs increases were partially offset by a significant decrease in stock-based compensation costs, which decreased by $7,492,000 in the first quarter of 2022 as compared to the first quarter of 2021.
Other Income (Expense)
Three Months Ended March 31, Period over Period Change
2022 2021 $ %
Other income (expense)
Interest expense, net (22,427,461 ) (12,694,933 ) (9,732,528 ) 76.7 %
Loss on issuance of warrants (243,681,478 ) (75,156,534 ) (168,524,944 ) 224.2 %
Change in fair value of warrant liability (86,948,858 ) 36,381,542 (123,330,400 ) -339.0 %
Other income (expense) 149,594 (44,296 ) 193,890 -437.7 %

Total other income (expense) $ (352,908,203 ) $ (51,514,221 ) $ (301,393,982 ) 585.1 %
36
Interest expense, net
Interest expense was approximately $22,427,000 for the three months ended September 30, 2021 and 2020, respectively, representing an increase of $23,251,458, or 888.15%. The increase was primarily the result of an increase in stock-based compensation of $5,636,405, professional fees of $5,498,863, depreciation and amortization of $3,640,200 and payroll and related benefits of $1,058,786, consulting and management fees of 5,036,418.
~~Rental Income~~
~~Rental income was $17,136 and $25,704 for~~March 31, 2022 versus approximately $12,695,000 during the three months ended ~~September 30, 2021 and 2020, respectively.~~
46
~~Interest expense~~
~~Interest expense was $27,012,312 for the three months ended September 30, 2021 versus $1,004,627 in the previous three months ended September 30, 2020.~~March 31, 2021. The increase in interest expense was related to the ~~private placements completed~~amortization of financing fees of the convertible note issued to Hudson Bay Master Fund Ltd. (“Hudson Bay”) in 2021 of $142,000,000 which included debt issuance costs related to original issue discount, the issuance of warrants and beneficial conversion features that were amortized and included as part of interest expense.
July 2021.

Loss on ~~issuance~~issuances of warrants and change in fair value of ~~warrants~~
Loss on issuance of warrants was $206,948,147 and $0 for the three months ended September 30, 2021 and 2020, respectively. The issuance of warrants was related to the issuance of warrants in connection with the three private placements completed in the second quarter of 2021. Change in fair value of warrants was a loss of $287,117,556 and $0 for the three months ended September 30, 2021 and 2020, respectively. The change in fair value of warrants was related to a reduction in the warrant liability ~~due to a change in the underlying assumptions of the Monte-Carlo simulation model, mostly related to a increase in the Company’s share price.~~
~~Income tax expense~~
~~Income tax expense was $0 and $0 for the three months ended September 30, 2021 and 2020, respectively.~~
~~Nine Months Ended September 30, 2021 versus Nine Months Ended September 30, 2020~~
~~The following table sets forth information comparing the components of net (loss) income for the nine months ended September 30, 2021 and 2020:~~
Nine Months Ended September 30, Period over Period Change
2021 2020 $ %

Revenues, net $ 7,488,959 $ 9,649,469 $ (2,160,510 ) -22.39 %
Cost of revenues 4,906,410 6,873,889 (1,967,479 ) -28.62 %
Gross profit 2,582,549 2,775,580 (193,031 ) -6.95 %

Operating expenses:
Selling, general and administrative 43,471,951 8,185,477
35,286,474

431.09
%
Operating (loss) (40,889,402 ) (5,409,897 ) (35,479,505 ) 655.83 %

Other (expense) income:
Rental income 71,543 77,111 (5,568 ) -7.22 %
Interest (expense) (42,422,726 ) (2,575,738 ) (39,846,988 ) 1,547.01 %
Loss on issuance of warrants (415,803,862 ) - (415,803,862 ) -100.00 %
Change in fair value of warrant liability (287,891,003 ) - (287,891,003 ) -100.00 %
Change in fair value of short-term investment (736,000 ) - (736,000 ) -100.00 %
Loss on disposal of assets and interest in joint venture (301,645 ) - (301,645 ) -100.00 %
Other income 649,009 - 649,009 100.00 %
Total other (expense), net (746,434,684 ) (2,498,627 ) (743,936,057 ) 29,773.79 %
Loss before income taxes (787,324,086 ) (7,908,524 ) (779,415,562 ) 9,855.39 %
Income tax expense - - - - %
Net loss from continuing operations (787,324,086 ) (7,908,524 ) (779,415,562 ) 9,855.39 %
Net income attributable to noncontrolling interests (3,834,756 ) (15,198 ) (3,819,558 ) 25,131.98 %
Net loss from continuing operations attributable to Vinco Ventures, Inc. (783,489,330 ) (7,893,326 ) (775, 596,004 ) 9,825.97 %
Net income (loss) from discontinued operations attributable to Vinco Ventures, Inc. (5,112,100 ) 4,704,394 9,816,494 -208.67 %
Net (loss) income attributable to Vinco Ventures, Inc. $ (788,601,430 ) $ (3,188,932 ) $ (785,412,498 )
24,629.33
%
47
~~Revenue~~
For the nine months ended September 30, 2021, revenues decreased by $2,160,510 or 22.39%, as compared to the nine months ended September 30, 2020. The decrease was primarily the result of a decrease in business operations from the Edison Nation Medical division.
~~Cost of Revenues~~
For the nine months ended September 30, 2021, cost of revenues decreased by $1,967,479 or 28.62%, as compared to the nine months ended September 30, 2020. The decrease was primarily attributable to the decrease in total consolidated revenues.
~~Gross Profit~~
For the nine months ended September 30, 2021, gross profit decreased by $193,031, or 6.95%, as compared to the nine months ended September 30, 2020. The decrease was primarily a result of lower margin revenues in 2021.
~~Operating Expenses~~
Selling, general and administrative expenses were $43,471,951 and $8,185,477 for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of $35,286,474, or 431.09%. The increase was primarily the result of an increase in stock-based compensation of $14,051,747, professional fees of $7,195,038, depreciation and amortization of $4,092,658 and payroll and related benefits of $1,200,169 and consulting and management fees of $5,022,071.
~~Rental Income~~
~~Rental income was $71,543 and $77,111 for the nine months ended September 30, 2021 and 2020, respectively.~~
~~Interest expense~~
Interest expense was $42,422,726 for the nine months ended September 30, 2021 versus $2,575,737 in the previous nine months ended September 30, 2020. The increase in interest expense was related to the private placements completed in 2021 of $142,000,000 which included debt issuance costs related to original issue discount, the issuance of warrants and beneficial conversion features that were amortized and included as part of interest expense.
~~Loss on issuance of warrants and change in fair value of warrants~~
Loss on issuance of warrants was $415,803,862 and $0 for the nine months ended September 30, 2021 and 2020, respectively. The issuance of warrants was related to the issuance of warrants in connection with the private placements completed in the first nine months of 2021. Change in fair value of warrants was a loss of $287,891,003 and $0 for the nine months ended September 30, 2021 and 2020, respectively. The change in fair value of warrants was related to a reduction in the warrant liability due to a change in the underlying assumptions of the Monte-Carlo simulation model, mostly related to a increase in the Company’s share price.
~~Income tax expense~~
~~Income tax expense was $0 and $0 for the nine months ended September 30, 2021 and 2020, respectively.~~
~~Non-GAAP Measures~~
48
~~EBITDA and Adjusted EBITDA~~

The Company ~~defines EBITDA~~classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheets as such warrant is a free-standing financial instrument that may require the Company to transfer consideration upon exercise. Each warrant is initially recorded at fair value on date of grant using the sing the Monte-Carlo simulation pricing model and subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net ~~loss before interest, taxes~~in the consolidated statement of operations and ~~depreciation and amortization.~~comprehensive loss. The Company ~~defines Adjusted EBITDA as EBITDA, further adjusted~~will continue to ~~eliminate~~adjust the ~~impact~~liability for changes in fair value until the earlier of ~~certain non-recurring items and other items that we do not consider in our evaluation~~the exercise or expiration of our ongoing operating performance from period to period. These items will include stock-based compensation, restructuring and severance costs, transaction costs, acquisition costs, certain other non-recurring charges and gains that the ~~Company does not believe reflects the underlying business performance.~~warrant.

~~For~~During the first three months of 2022, loss on issuances of warrants was $243,681,000 due to the 89,653,803 warrants issued during the period, while the change in fair value of warrant liability for the 160,701,887 warrants outstanding as of March 31, 2022 was an increase of $86,949,000, for a net other expense of approximately $330,630,000 due to warrants recognized by the Company for the three ~~and nine~~ months ended ~~September 30, 2021 and 2020, EBITDA and Adjusted EBITDA consisted of the following:~~March 31, 2022.

Three Months
Ended September 30, Nine Months
Ended September 30,
2021 2020 2021 2020
Net income (loss) from continuing operations $ (546,195,143 ) $ (2,579,977 ) $ (787,324,086 ) $ (7,908,524 )
Net income (loss) from discontinued operations (153,320 ) (291,506 ) (5,112,100 ) 4,704,394
Interest expense, net 27,012,312 1,004,624 42,422,726 2,575,735
Income tax expense - - - -
Depreciation and amortization 3,940,473 326,437 5,022,096 938,843
EBITDA (515,395,678 ) (1,540,422 ) (744,991,364 ) 310,448
Stock-based compensation 6,813,000 1,176,595 16,816,769 2,765,022
Loss on issuance of warrant liability 206,948,147 - 415,803,862 -
Change in fair value of warrant liability 287,117,556 - 287,891,003 -
Restructuring and severance costs - 168,074 - 599,219
Transaction and acquisition costs
4,936,933
- 6,365,258 82,736
Other non-recurring costs - 13,109 - 53,969
Loss (gain) on divestiture - - 4,130,580 (4,911,760 )
Adjusted EBITDA (1) $ (9,580,042 ) $ (182,644 ) $ (13,983,892 ) $ (1,100,366 )
NEBITDA and Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United 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 core operating results over time (such as restructuring costs, litigation or dispute settlement charges or gains, and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. The Company’s management uses EBITDA and Adjusted EBITDA (a) as a measure of operating performance, (b) for planning and forecasting in future periods, and (c) in communications with the Company’s board of directors concerning the Company’s financial performance. The Company’s presentation of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes EBITDA and Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.et Loss

Three Months Ended March 31, Period over Period Change
2022 2021 $ %

Loss before income taxes $ (379,105,147 ) $ (62,263,320 ) $ (316,841,827 ) 508.79 %
Income tax expense - - -
Net loss (379,105,147 ) (62,263,320 ) (316,841,827 ) 508.79 %

Net (loss) income attributable to noncontrolling interests (6,157,190 ) 28,034 (6,185,224 ) -22063.3 %
Net loss attributable to Vinco Ventures, Inc. from continuing operations (372,947,957 ) (62,291,354 ) (310,656,603 ) 498.7 %
Net Loss from discontinued operations - (178,200 ) 178,200 -100.0 %

Net loss attributable to Vinco Ventures, Inc. $ (372,947,957 ) $ (62,469,554 ) $ (310,478,403 ) 497.90 %

Net loss attributable to Vinco Ventures, per share - -
Net loss per share- continuing operations $ (3.05 ) $ (3.28 ) $ 0.23 -7.1 %

Weighted Average Number of Common Shares Outstanding -basic and diluted 122,176,851 19,055,006 103,121,845 541.2 %
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are (a) they do not reflect the Company’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’s debt, (b) they do not reflect future requirements for capital expenditures or contractual commitments, and (c) although depreciation and 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.

4937
~~Liquidity and Capital Resources~~Net Loss

~~For~~The Company incurred a net loss of $372,948,000 during the ~~nine~~first three months of 2022 as compared to a net loss of $62,470,000 during the first three months of 2021, an increase of $310,478,000 or 497.0%. The significant increase in net loss was primarily triggered by the impact of the Company’s requirement to recognize the fair value of warrants that the Company issued and the change in fair values of exercised and outstanding warrants during 2021. The total impact of warrant liability accounting during the three months ended ~~September 30, 2021, our operations lost approximately $42,214,710,~~March 31, 2022 was a net other expense of $330,630,000 as compared to a net other expense of $38,775,000 in the first three months of 2021. The warrant liability amounts are affected by the fair value of the Company’s stock which ~~approximately $21,416,921 was non-cash~~is the market price of the Company’s common stock as traded on the Nasdaq Capital Market. During the first three months of 2022, the Company’s stock price ranged from a low of $2.04 and ~~approximately $6,528,000 was related~~a high of $5.19 per share, which had significant impact on the fair market value of the Company’s warrants on their grant and exercise dates. The other expense due to ~~transaction costs and other non-recurring items.~~
��
~~At September 30, 2021, we had total current assets~~warrant liability constituted 87.4% of approximately $174,916,076 and current liabilities of approximately $37,427,946 resulting in working capital of approximately $137,488,130, of which $28,481,485 was convertible notes payable. At September 30, 2021, we had total assets of $336,914,684 and total liabilities of $508,913,890, of which 468,612,700 was related to the ~~warrant liabilities, resulting in stockholders’ deficit of $171,999,206.~~
~~We received proceeds of $45,959,160 from sales of our securities subsequent to September 30, 2021.~~
Our principal sources of capital are our cash and cash equivalents, and cash generated from sale of our securities. Our principal uses of capital are operating expenses, including amounts required to fund working capital and capital expenditures, acquisition costs and capital contributions to our subsidiaries and consolidated variable interest entities. We currently anticipate that our available funds and cash flow from financing activities will be sufficient to meet our operational cash needs and fund our planned acquisitions and investmentsCompany’s net loss for the ~~foreseeable future.~~three months ended March 30, 2022 and 60% of the Company’s net loss for the three months ended March 30, 2021. The remaining increase in net loss during the first three months of 2022 was driven by the increased size of the Company due to ZVV’s ownership of an 80% equity interest in Lomotif, the Company’s acquisition of AdRizer and its transition into a digital media, advertising and content technologies company, which caused the Company to increase its headcount, and its sales and marketing activities during the first three months of 2022.
50

Cash Flows

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ our sources and uses of cash were as follows:
Three Months Ended March 31, Period over Period Change
2022 2021 $ %

Net Cash used by Operating Activities $ (42,014,284 ) $ (4,140,110 ) $ (38,024,174 ) 918.4 %

Net Cash Used in Investing Activities (35,677,139 ) (12,018,228 ) (23,658,911 ) 196.69 %

Net Cash provided by Financing Activities 100,859,195 21,434,728 79,574,467 371.2 %

Net Increase in Cash and Cash Equivalents 23,167,772 5,276,390 17,891,382 339.1 %
Cash and Cash Equivalents - Beginning of Year 187,612,176 249,356 187,362,820 75138.7 %
Cash and Cash Equivalents - End of Year $ 210,779,948 $ 5,525,746 $ 205,254,202 3714.5 %

Cash Flows from Operating Activities

Net cash used in operating activities ~~for the nine months ended September 30, 2021 was $21,796,639 which included net loss~~ from continuing operations for the three months ended March 31, 2022 was $42,014,000, which included a net loss of ~~$787,324,086~~$379,105,000 that included ~~$1,622,027~~$355,570,000 of non-cash expense items. The use of cash ~~used~~for operations during the first three months of 2022 reflected the costs incurred by ~~changes~~the business, including the costs associated with the operation, marketing and promotion of Lomotif, along with the amount of professional fees incurred by the Company during the period. In additional, the Company paid down approximately $9,009,000 in ~~operating assets and liabilities, stock-based compensation~~accrued expenses during the first three months of $16,829,359, loss on issuance of warrants of $415,803,862, change in fair value of warrant liability of $287,891,003, depreciation and amortization of $5,013,543, amortization of financing costs of $42,324,603, loss on disposal of $4,130,580, gain on debt extinguishment of $852,352 and amortization of right of use assets of $80,333.2022. Net cash used in operating activities from continuing operations for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was ~~$3,311,310,~~$4,140,000, which included a net loss ~~from continuing operations~~ of ~~$7,908,524 and net income from discontinued operations~~$62,263,000 that included $60,253,000 of $4,704,394. The net loss included $1,140,875 of cash used by changes in operating assets and liabilities and a gain on disposal of $4,911,760 which was offset by stock-based compensation of $2,765,022 and amortization of debt issuance costs of $2,015,422.
non-cash expense items.

38
Cash Flows from Investing Activities
Net cash used in investing activities was ~~$108,662,799 and $193,249~~$35,677,000 during the first three months of 2022, which was primarily due to the net cash paid for the nine months ended September 30, 2021 and 2020, respectively. Net cash used in investing activities was largely attributable to the Company’s joint venture, ZVV Media Partners, LLC, acquiring an 80.0% interest in Lomotif Private Limitedacquisition of ~~$90,761,200 and funding of loans receivable $18,150,000 offset~~AdRizer by the ~~receipt of funds of $2,529,565 related to the sale of the assets of CBAV 1, LLC.~~Company in February 2022.
Cash Flows from Financing Activities
~~Net cash~~Cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 totaled ~~$280,147,361~~$100,859,000, which related primarily to ~~borrowings under convertible notes of $122,000,000 and~~net proceeds from the exercise of ~~warrants~~warrants.
Net Increase (Decrease) in Cash and Cash Equivalents
As a result of ~~$167,961,099. Net~~the cash ~~provided by financing~~ activities ~~for~~described above, during the ~~nine~~three months ended ~~September 30, 2020 totaled $3,476,624~~March 31, 2022, the Company’s cash increased by $23,167,772 and as of January 1, 2022, the Company had $187,612,000 in cash and cash equivalents, which ~~related mostly to borrowings under convertible notes payable~~included $80,000,000 held in a restricted cash account.
Liquidity and ~~borrowings under notes payable.~~Capital Resources

As of March 31, Period over Period Change
2022 2021 $ %
Assets
Cash and cash equivalents $ 130,779,948 $ 87,612,176 $ 43,167,772 49.3 %
Restricted cash - 100,000,000 (100,000,000 ) 0.0 %
Other current assets 51,645,168 32,129,291 19,515,877 60.7 %
Total current assets 182,425,115 219,741,467 (37,316,352 ) -17.0 %

Intangible assets, including goodwill 219,429,315 162,105,597 57,323,718 35.4 %
Other long term assets 98,824,279 23,295,665 75,528,614 324.2 %
318,253,594 185,401,262 132,852,332 71.7 %

Total Assets $ 500,678,709 $ 405,142,729 $ 95,535,980 23.6 %

Liabilities
Accounts payables and accrued expenses 22,155,028 25,622,271 (3,467,243 ) -13.5 %
Current portion of long-term debt 19,959,861 44,467,275 (24,507,414 ) -55.1 %
Total current liabilities 42,114,889 70,089,546 (27,974,657 ) -39.9 %

Long -term debt 47,066,715 2,691,551 44,375,164 1648.7 %
Warrant liability 429,167,462 198,566,170 230,601,292 116.1 %
Other long term liabilities 23,358,420 70,197,966 (46,839,546 ) -66.7 %

Total Liabilities 541,707,486 271,455,687 228,136,910 84.40 %
39
As discussed above, the Company incurred significant losses during the first three months of 2022, and has a history of losses since inception. Since 2021, a significant percentage of its losses has been driven by non-cash expenses items, especially losses caused by liability accounting for its investor warrants. The Company used approximately $43 million in cash for operations during the first three months of 2022. This amount included approximately $8.2 million for transaction related costs associated with its acquisition of AdRizer in February 2022, and a $10 million payment of accrued registration rights penalties owed to Hudson Bay. In addition to these items, the Company used approximately $25 million in its operations during the first three months of 2022. This amount included significant investments in sales, marketing and promotional activities which the Company engaged in during the first quarter to drive awareness and interest in the Lomotif application and Lomotif branded websites, especially for events livestreamed on the Lomotif platform. During the first quarter, the Company live streamed and promoted the Shaq Fun House event in January and the Okeechobee Music Festival in February. These expenses were intended to create traffic and interactions with the Lomotif digital properties with the goal of generating advertising revenue opportunities utilizing the capabilities of AdRizer, which the Company expects will reduce its operating cash needs during the rest of 2022, although there is no guarantee that the Company will successfully do so. If additional advertising revenues are not generated as quickly, or in sufficient amount, the Company will need to utilize its unrestricted cash on hand to fund its operations. As of March 31, 2022, the Company had $130,780,612 of unrestricted cash on hand.
Furthermore, the Company may determine it is in the best interests of the Company to pursue additional investments, acquisitions, or funding of marketing and promotional efforts as the Company expands its presence and capabilities within the digital media marketplace. To do so, the Company may require additional cash resources that the Company could generate through the sale of common stock, the exercise of outstanding warrants, and the issuance of convertible debt, each of which the Company has utilized to raise capital since 2021. The Company believes that it will continue to have access to debt or equity financing, if needed, to pursue additional investments and acquisitions, though there is no assurance that such financing will be available on terms acceptable to the Company, if at all, and any equity-linked financing opportunities will be limited by the Company’s current authorized shares of capital stock available for issuance if the Company’s stockholders do not approve the proposed increases in its authorized capital stock at its next scheduled meeting of stockholders. If the Company is unable to raise additional capital if needed, the Company believes it can implement steps to conserve its unrestricted cash on hand and address any going concern issues, including but not limited to the following steps:
● Reduce headcount,
● Reduce marketing, promotional and content development and production activities,
● Sell assets or subsidiaries.
Off-Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any relationships with any organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

40
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

51
ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly ~~report.~~Report. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations.

Changes in Internal Control over Financial Reporting

During the three months ended ~~September 30, 2021,~~March 31, 2022, there were no changes in our internal control over financial reporting that materially affected ~~or that are reasonably likely to materially affect,~~ our internal control over financial ~~reporting.~~reporting as of March 31, 2022.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ~~Securities~~ Exchange ~~Act of 1934.~~Act. Under the supervision and with the participation of management, including our principal executive officer, we have ~~not~~ completed an evaluation of the effectiveness of our internal control over financial reporting based on the ~~COSO Framework.~~2013 Committee of Sponsoring Organizations (COSO) framework. Based on this evaluation under the COSO ~~Framework,~~framework, management concluded that our internal control over financial reporting was not effective as of ~~September 30, 2021.~~
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.March 31, 2022.

~~However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.~~
As of December 31, ~~2020,~~2021, management completed an effective assessment of the Company’s internal control over financial reporting based on the ~~2013 Committee of Sponsoring Organizations (COSO)~~COSO framework. Management has concluded that as of December 31, ~~2020,~~2021, our internal control over financial reporting was not effective to detect the inappropriate application of ~~U.S.~~ GAAP. ~~There have not been any changes to internal controls during the three months ended September 30, 2021.~~ Management identified the following material ~~weaknesses~~weakness set forth below in our internal control over financial reporting.

1. The Company was unable to provide a timely financial reporting package in connection with the year end audit. This was primarily the result of the Company’s limited accounting personnel. This also limits the extent to which the Company can segregate incompatible duties and has a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected. There is a risk under the current circumstances that intentional or unintentional errors could occur and not be detected.

In the first quarter of 2022, the Company has added additional accounting personnel and began the implementation of a new accounting system. Management has concluded that the material weakness described above currently exists as of March 31, 2022. The Company plans to engage with outside consultants to strengthen its capabilities and help the Company in the design and assessment of its internal controls over financial reporting to further reduce and remediate existing control deficiencies during 2022.
We are not required by current SEC rules to include, and do not include, an auditor’s attestation report regarding our internal controls over financial reporting. Accordingly, our registered public accounting firm has not attested to management’s reports on our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is party to legal actions that are routine and incidental to its business. However, based upon available information and in consultation with legal counsel, management does not expect the ultimate disposition of any or a combination of these actions to have a material adverse effect on the Company’s assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and\or results of operations.

ITEM 1A. RISK FACTORS

~~Lomotif-related Risk Factors~~[Not Applicable]

We may face difficulty in integrating the operations of the business or assets we have acquired and may acquire in the future, and there is no guarantee that we may realize the expected benefits from our acquisitions and investments, including our investments in ZVV, our joint venture with ZASH which owns an 80% interest in Lomotif, and other businesses we intend to acquire or invest in, such as AdRizer and ZASH, to complement Lomotif’s business and to further our plan to disrupt the media and entertainment industry.
Acquisitions have been and may continue to be an important component of our growth strategy as we transition to be focused on the development of digital media and content technologies; however, we will need to integrate these acquired businesses and assets successfully in order for our growth strategy to succeed and for us to become profitable. In July 2021, ZVV, a joint venture of Vinco Ventures and ZASH, completed the acquisition of 80% of Lomotif, which we believe was a key step taken to achieve our plan to build a media and entertainment company worldwide with users around the world that allows us to leverage our content globally. Through ZVV, we and ZASH currently intend to complete an acquisition of AdRizer, a full-service tracking platform for advertisers seeking ROI optimization and digital analytics, which we believe can complement Lomotif’s business and help to monetize Lomotif’s platform. We also plan to complete a business combination with ZASH, which we believe will enable us to offer a variety of media and entertainment formats through Lomotif and other distribution channels. In reviewing potential acquisitions or investments, we target brands, assets or companies that we believe offer attractive products, technologies or offerings, the ability for us to leverage our offerings, opportunities to drive our brands, competencies, or other synergies. However, there is no guarantee that our acquisitions and investments, including our investments in ZVV and Lomotif, will be successful or beneficial as we expected, and such acquisitions and investments can consume significant amounts of management attention and other resources. Loss in our investments or failure to integrate our acquired businesses in a cost-efficient and effective manner may negatively impact our business, financial condition, operating results, and stock price.
To integrate Lomotif and other businesses we acquire or invest in in the media and digital entertainment industry (collectively, the “acquired businesses”), we will need to implement, and the management teams of the acquired businesses will need to adopt, our policies, procedures and best practices, and cooperate with each other in aspects of their operations. We may face difficulty with the integration of the acquired businesses, such as coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures. Our acquired businesses may not be profitable and not have sophisticated financial reporting systems in place, and we are relying on their adoption of our best practices to operate their businesses more efficiently to achieve and maintain profitability. However, we may fail in implementing our policies and procedures, or the policies and procedures may not be effective or provide the results we anticipate for a particular business. Further, we will be relying on these policies and procedures in preparing our financial and other reports as a public company, so any failure of acquired businesses to properly adopt these policies and procedures could impair our public reporting. Management of the acquired businesses may not have the operational or business expertise that we require to successfully implement our policies, procedures and best practices.
In addition, our growth strategy also includes the development of digital properties that we intend to integrate with Lomotif. This will require, among other things, the integration of the individual websites, platforms and databases of Lomotif with each other business that we develop or acquire. This will be a complex undertaking that may prove more difficult, expensive and time consuming than we expect. Even if we are able to achieve this integration, it may not achieve the benefits we anticipate. If we fail to do this properly and in a timely manner, it could harm our revenue and relationship with our users.
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If we fail to successfully integrate Lomotif into our internal control over financial reporting, the integrity of our financial reporting could be compromised which could result in a material adverse effect on our reported financial results.
As a private company, Lomotif was not subject to the requirements of the Exchange Act, with respect to internal control over financial reporting. The integration of Lomotif into our internal control over financial reporting may require significant time and resources from our management and other personnel and may increase our compliance costs. If we fail to successfully integrate these operations, our internal control over financial reporting may not be effective. Failure to achieve and maintain an effective internal control environment could have a material adverse effect on our ability to accurately report our financial results and the market’s perception of our business and stock price.
As of September 30, 2021, Lomotif had not generated any significant revenues and is likely to continue to experience significant net losses for the foreseeable future. Lomotif has a limited operating history upon which investors can evaluate its future prospects.
As of September 30, 2021, Lomotif had not generated any significant revenues and had experienced significant net losses since inception and, given the significant operating and capital expenditures associated with its business plans, we anticipate it will continue to incur net losses and significant negative cash flows for the foreseeable future. If Lomotif ever does achieve profitability, of which no assurances can be given, Lomotif may be unable to sustain or increase such profitability. To achieve and sustain profitability, Lomotif will need to accomplish numerous objectives, including attracting and substantially increasing the number of users, content creators, influencers, and paying advertisers on its platform, securing tipping point scale of user adoption, developing sources of revenue and economies of scale. There is a significant risk that Lomotif will be unable to achieve these objectives, which would damage its business and could lead to the loss of our investment in Lomotif.
Lomotif does not have a history of significant revenue generation upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of Lomotif must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a new business in a market in which there are larger and more established competitors. The risks include, but are not limited to, our ability to: develop new sources of revenue using the Lomotif platform; monetize the Lomotif platform; attract new users and retain users; encourage purchases by advertisers; continue developing innovative products, services and technologies in response to user demand; increase brand awareness through marketing and promotional activities; react to changes in user access to and use of the internet; expand into new market segments; integrate new devices, platforms and operating systems; take advantage of any growth in the relevant markets; compete successfully for users, influencers, advertisers, publishers, and business partners with other video-sharing and streaming platforms; and protect Lomotif’s intellectual property and ensure compliance with applicable laws and regulations including those relating to data privacy. There are no assurances that Lomotif can successfully address these challenges and achieve its growth goals in a cost-effective manner.
It is difficult to accurately forecast future revenues of Lomotif as it is still developing its mobile user marketing, revenue generating services and business models. The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. If Lomotif’s forecasts prove incorrect, our business, operating results, financial condition, and stock price may be materially and adversely affected. Any significant reduction in planned or actual revenues may immediately and adversely affect our business, financial condition, operating results, and stock price.
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To continue to support the business objectives of Lomotif, Lomotif has an ongoing need for additional funding. As of September 30, 2021, we have provided ZVV with $141,385,000 in funding in the form of capital contributions, of which $109,765,000 was related to the purchase consideration, $2,000,000 has been used to fund Lomotif and $10,000,000 has been used to make loans to ZASH pending completion of our expected business combination with ZASH. The source of such funding has been the sale of our convertible notes and warrants in numerous financing transactions. We expect to continue funding ZVV and Lomotif with the proceeds of the financing transactions that we have already completed, and may in the future need to complete additional financing transactions for the purpose of funding ZVV, Lomotif and ZASH. Such financing transactions have been and may in the future be dilutive to our stockholders.
Lomotif has incurred losses since its inception and has a present need for additional funding from us or ZVV. For the foreseeable future, we expect to fund ZVV for the purpose of funding Lomotif, until Lomotif’s revenues generated from advertising, streaming and other sources, if any, are sufficient to sustain Lomotif’s operations. We may continue to fund ZVV for the purpose of making loans to ZASH, or we may make additional loans to ZASH directly, until completion of our anticipated business combination with ZASH. A great portion of our prior funding to Lomotif and ZASH has been spent for developing and acquiring a variety of content for Lomotif, Lomo TV and Lomo Records, and we expect an ongoing need for funding to support this operational objective to retain and increase Lomotif’s user base. The financing transactions that we have completed to date, involving the sale of our convertible notes and warrants, have been dilutive to our stockholders, and any future equity financing transactions that we may need to complete in order to raise additional funding to fund our growth objectives with respect to Lomotif and ZASH, will be dilutive to our stockholders. In addition, to support Lomotif’s effort to monetize its platform and achieve profitability, we may decide to acquire or invest in other businesses, technologies, and assets, such as AdRizer, which we believe can complement Lomotif’s current business activities, both financially and strategically. We may need additional equity financing for such acquisitions or investments, or we may issue our securities as consideration for such acquisitions, each of which would further dilute our stockholders and may adversely affect our stock price. There are no assurances that we will be able to raise any additional needed capital on terms acceptable to us. If we are unable to obtain sufficient amounts of additional capital to fund our growth objectives with respect to Lomotif and ZASH and any future acquisitions, we may be required to reduce the scope of our planned growth or otherwise alter our business objectives and operations, which could harm our business, financial condition, operating results, and stock price.
Lomotif’s business is highly competitive, and the industry is characterized by constant change. In order to compete Lomotif may need to rapidly evolve its business model and continuously innovate its technologies or to design features that meet the expectations of its users to retain and grow the number of users, advertisers and business partners on the platform.
Social platforms are characterized by constant change, including rapid technological evolution, continual shifts in customer demands and preferences, frequent introductions of new products and services and the constant emergence of new industry standards and practices. In addition, short videos and streaming, each as a content format, may be replaced by new content formats. Lomotif’s success will depend, in part, on its ability to respond to these changes in a cost-effective and timely manner; failure to do so may cause Lomotif’s user base to shrink and user engagement to decline, thereby materially and adversely affecting its results of operations. Lomotif began operations in 2015 and has continuously changed and upgraded the technology and features on which its platform relies. Lomotif recently launched Lomo TV and Lomo Records with ZASH to introduce new content and services to its platform, engage new segments of users, and develop potential new revenue sources.
Lomotif faces significant competition in the market of social platforms including companies operating worldwide established video-sharing social platforms such as TikTok, Kuaishou, Snapchat and Instagram. Some of its current and potential competitors have significantly greater resources and better competitive positions in certain markets than it does. These factors may allow its competitors to respond more effectively than Lomotif to new or emerging technologies and changes in market requirements. Lomotif’s competitors may develop products, features, or services that are similar to its or that can achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. In launching and increasing various streaming services, such as Lomo TV and Lomo Records, Lomotif also faces competition from traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet-based e-commerce or entertainment video providers which are increasing their streaming video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content and significant financial, marketing and other resources. They may secure better terms from licensors and influencers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. As a result, Lomotif’s competitors may acquire and engage users at the expense of the growth or engagement of Lomotif’s user base, which may negatively affect its business and financial results.
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~~We believe that Lomotif’s ability to compete effectively depends upon many factors both within and beyond our control, including:~~
● ~~the usefulness, ease of use, performance, and reliability of Lomotif’s products and services compared to its competitors;~~
● ~~the size and composition of Lomotif’s user base;~~
● ~~the ability to establish and maintain influencers, publishers and other content creators’ interest in contributing to the content of the Lomotif platform;~~
● ~~the engagement of Lomotif’s users with its products and services;~~
● ~~the timing and market acceptance of Lomotif’s products and services, including developments and enhancements to its or its competitors’ products and services;~~
● ~~the ability to monetize Lomotif’s products and services, including to successfully monetize mobile usage;~~
● ~~the frequency, size, and relative prominence of the ads and other commercial content displayed by Lomotif or its competitors;~~
● ~~customer service and support efforts;~~
● ~~marketing and selling efforts;~~
● ~~changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on Lomotif;~~
● ~~acquisitions or consolidation within Lomotif’s industry, which may result in more formidable competitors;~~
● ~~the ability to attract, retain, and motivate talented employees, particularly software engineers;~~
● ~~the ability to cost-effectively manage and grow Lomotif’s operations; and~~
● ~~Lomotif’s reputation and brand strength relative to its competitors.~~
If Lomotif is not able to effectively compete, its user base and level of user engagement may decrease, which could make it less attractive to influencers, publishers, advertisers, and business partners, and materially and adversely affect its business, revenue prospects and results of operations.
If Lomotif fails to retain its existing users, keeps them engaged or acquire new users in a cost-efficient manner, its business, financial condition, results of operations and prospects may be materially and adversely affected. A majority of Lomotif’s current user base is not in the United States and it may not be able to gain a significant number of users in the United States as quickly or as cost effectively as it experienced with other jurisdictions, and will likely need to change or enhance its technology platform to accommodate a user base in the United States at scale.
The size of user base and the level of user engagement are critical to Lomotif’s success. Its expected monetization methods, including advertising, paid features, non-fungible tokens or functions, live streaming, e-commerce and online games, depend on its ability to significantly increase the size of its user base and user engagement. A majority of Lomotif’s current user base is not in the United States. While Lomotif is prioritizing the United States as a region to grow its user base, it may not be able to gain a significant number of users in the United States as quickly or cost effectively as it experienced with other jurisdictions and will likely need to change or enhance its technology platform to accommodate a user base in the United States at scale. If Lomotif fails to grow its user base in the United States or generally, either due to its failure to retain existing users or attract new users, or its users becoming less active, there may be less frequent access of users to its platform, less user engagement with any ads displayed on the platform, and less user spend with paid products or services offered by the platform. This could drive influencers and other content creators away from the Lomotif platform, discourage advertisers from purchasing advertisements on the platform, dissuade merchants from promoting products on the platform, and dissuade publishers and game developers from distributing their tv shows, music records, and games through the platform. As a result, Lomotif may not be able to generate the level of revenues expected, or suffer from decline in revenues. Lomotif may need to conduct more marketing and branding activities and incur additional selling and marketing expenses to retain existing users and attract new users, influencers, advertisers, merchants, game developers and publishers, which may reduce its profitability.
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Growing Lomotif’s user base and maintaining a high level of user engagement require it to adequately and timely respond to changes in user preferences, attract and retain popular influencers and offer new features and contents. A number of factors could negatively affect user retention, growth and engagement, including if:
● Lomotif fails to maintain its user base, the breadth and diversity of its contents and develop and introduce features, functions and applications that keep its users interested and engaged on its platform;
● Lomotif fails to successfully balance its efforts to provide a compelling user experience with the decisions with respect to the frequency, prominence, and size of ads and other commercial content that it displays;
● ~~technical or other problems prevent Lomotif from delivering its services in a timely and reliable manner or otherwise adversely affect user experience;~~
● Lomotif fails to address changes in user sentiment about the quality or usefulness of the features, functions and applications offered on its platform and user concerns related to data privacy and safety, cyber security and other factors;
● ~~Lomotif is unable to combat spam or inappropriate or abusive use of its platform, which may lead to negative publicity;~~
● ~~Lomotif suffers from negative publicity, fails to maintain its brand image, or its reputation is damaged;~~
● ~~there are adverse changes in Lomotif’s offerings that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees;~~
● ~~users increasingly engage with competing platforms.~~
If Lomotif’s users, influencers, publishers and other content creators and licensors do not continue to contribute content or their contributions are not perceived as valuable to other users, Lomotif may experience a decline in user growth, retention, and engagement, which could result in the loss of advertisers and revenue.
Lomotif’s success depends on its ability to provide Lomotif users with engaging content, whether through its platform or the associated Lomo TV and Lomo Records, which in part depends on the content contributed by its users, influencers, publishers and other content creators and licensors. If its existing and target content contributors, including influencers, celebrities, artists, athletes, journalists, sports teams, media outlets and brands, publishers, and other users, are not interested in contributing, or do not continue to contribute engaging content to Lomotif, user growth, retention, and engagement may decline. That, in turn, may impair Lomotif’s ability to maintain good relationships with its advertisers and business partners or attract new advertisers and business partners, which may seriously harm its business.
Lomotif faces risks related to third-parties on which it relies and with whom it does business. Changes to third-party operating systems, networks, mobile devices, third-party standards, mobile application distribution channels, targeting and measurement tools or third-party terms of service may negatively affect Lomotif’s business. In addition, Lomotif may fail to partner with third-party platforms that integrate with its platform or other products which could harm its business.
~~Lomotif’s current and expected operations are dependent on:~~
● ~~Electronics manufacturers and their technical standards requirements for their devices,~~
● ~~Whether electronics manufacturers make Lomotif available on their platforms,~~
● ~~Whether speech-based searches and functions will find or work with the Lomotif platform,~~
● ~~Whether manufactures, search engine algorithms and app stores may show users Lomotif’s platform,~~
● ~~Compatibility with third-party operating systems to support Lomotif’s platform and all its features,~~
● ~~The availability of complex networks and the dependability of mobile devices to connect to networks,~~
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● ~~Targeting and measuring tools to collect user data so that Lomotif can drive advertisement revenues,~~
● ~~Third-party terms of service being reasonable or else terms with which Lomotif is able to comply,~~
● ~~Third-parties maintaining their standards of service and complying with rules and regulations,~~
● ~~Influencers and other content contributors,~~
● ~~Advertising agencies and advertisers,~~
● ~~Third-party platforms and websites integrating certain tools and functions,~~
● ~~Third-parties partnering with Lomotif to drive users to its platform or otherwise working with Lomotif to create an integrated user experience between platforms, and~~
● ~~Third-party online payment providers and processors.~~
Lomotif relies on third parties to supply these services and provide revenue sources. It is important that Lomotif’s platform and related products and services work well across a range of mobile operating systems, complex networks and mobile devices that Lomotif does not control. The networks maintained and services provided by such third parties are vulnerable to damage or interruption, which could impact Lomotif’s results of operations. Any disruption or cancelation of service or partnership by Lomotif or by a third-party with Lomotif could affect user experience, drive users away and discourage advertisers and partners from working with Lomotif.
Furthermore, Lomotif expects to continue to devote significant resources to creating and supporting products and services across multiple platforms and devices. Lomotif may not be successful in maintaining and developing relationships with key participants in the mobile industry or in developing services that operate effectively with these operating systems, networks, devices and standards. Failing to attract and retain a substantial number of new device manufacturers, suppliers, distributors, developers and users, or failing to develop products and technologies that work well on new devices and platforms, could harm Lomotif’s business, financial condition, and operating results and ability to capture future business opportunities.
In addition, the conduct of third parties which provide infrastructure, services, content and collaboration opportunities to Lomotif may affect Lomotif’s business. We cannot be certain whether any such third party has or will infringe any other person’s legal rights or violate any regulatory requirements. While Lomotif is on watch for irregularities or non-compliance in the business practices of any parties with whom Lomotif pursues existing or future cooperation, we cannot assure you that any of these irregularities will be corrected in a prompt and proper manner or that they will not expose us or Lomotif to liability or reputational harm.
The long-term and largely fixed cost nature of certain contractual relationships and commitments Lomotif has or may need to enter into may limit Lomotif’s operating flexibility and could adversely affect its liquidity or results of operations.
In connection with licensing streaming content, Lomotif has and may need to enter into multi-year commitments with content providers. In addition, Lomotif has and may need to multi-year commitments for content that it produces, either directly or through third parties, including elements associated with these productions such as non-cancelable commitments under talent agreements. The payment terms of these agreements are typically not tied to member usage or the size of Lomotif’s user base (“fixed cost”) but may be determined by costs of production or tied to such factors as titles licensed or theatrical exhibition receipts.
Given the multiple-year duration and largely fixed cost nature of certain content commitments, if user acquisition and retention do not meet expectations, margins may be adversely impacted. Payment terms for certain content commitments, such as content Lomo TV or Lomo Records directly produces or will produce, may typically require more up-front cash payments than other content licenses or arrangements whereby Lomotif does not cashflow the production of such content. To the extent revenue growth does not meet expectations, Lomotif’s liquidity and results of operations could be adversely affected as a result of content commitments and accelerated payment requirements of certain agreements. In addition, the long-term and fixed cost nature of certain content commitments may limit flexibility in planning for, or reacting to changes in Lomotif’s business and the market segments in which Lomotif operates. If Lomo TV or Lomo Records licenses or produces content that is not favorably received by consumers in a territory, or is unable to be shown in a territory, the acquisition and retention of users may be adversely impacted and, given the long-term and fixed cost nature of certain of Lomotif’s content commitments, it may not be able to adjust its content offering quickly and its results of operation may be adversely impacted.
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Lomotif relies on a combination of patent, trademark, trade secret, copyright, domain names, proprietary technologies and other intellectual property rights to protect its intellectual property. Lomotif’s patents may expire and may not be extended, Lomotif’s patent applications or patent rights may be contested, circumvented, invalidated, limited in scope or Lomotif may be subject to other forms of intellectual property infringement cases that result in liability and prevent Lomotif from continuing to use the intellectual property on which it currently relies. In particular, Lomotif may not be able to prevent others from developing and deploying competing technologies, which could have a material and adverse effect on its business, financial condition, results of operations and prospects.
Lomotif relies on patented technology for mixing and editing videos. Lomotif may not be able to prevent others from developing or exploiting competing technologies, which could have a material and adverse effect on its business operations, financial condition and results of operations. Lomotif’s patents registered in the United States are generally subject to finite and non-extendable terms. Currently, Lomotif also has patent applications pending in the United States and has filed a PCT application, but we cannot assure you that Lomotif will be granted patents pursuant to pending applications. Even if Lomotif’s patent applications succeed and Lomotif is issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented or invalidated in the future.
The rights granted under any issued patents may not provide Lomotif with proprietary protection or competitive advantages. Further, the claims under any patents that issue from patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to Lomotif’s technology. It is also possible that the intellectual property rights of others will bar Lomotif from licensing or from exploiting any patents that issue from Lomotif’s pending applications. Numerous U.S. and patents issued in other regions and pending patent applications owned by others exist in the fields in which Lomotif has developed and is developing technology. These patents and patent applications might have priority over Lomotif’s patent applications and could subject its patent applications to invalidation or subject it to patent infringement lawsuits in its current and in any future jurisdictions into which Lomotif expands.
Finally, litigation may be necessary in the future to enforce Lomotif’s intellectual property rights and to protect its trade secrets or defend against claims of infringement by Lomotif. Such litigation could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of Lomotif’s available intellectual property or result in payment of substantial damages, penalties and fines or to the removal of relevant content from Lomotif’s website. It may also result in Lomotif’s need to seek license arrangements which may not be available on commercially reasonable terms. Further, efforts to enforce intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of Lomotif’s intellectual property rights, and if such defenses, counterclaims or countersuits are successful, Lomotif could lose valuable intellectual property rights. Lomotif’s inability to protect proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of management’s attention and resources, could delay further sales or the implementation of the Lomotif platform, impair the functionality of the platform, delay introductions of platform’s features, result in Lomotif substituting inferior or more costly technologies into platforms or damage Lomotif’s reputation.
Lomotif relies on a combination of patent, trademark, trade secret, copyright and other intellectual property rights and measures to protect its intellectual property and ensure strong branding with users, but trademarks registered, internet search engine keywords purchased and domain names which are already registered by third parties that are similar to Lomotif’s trademarks, brands or websites or third-party misappropriation of Lomotif’s data and copying of Lomotif’s platform could cause confusion for users, divert users from Lomotif’s products and services or harm Lomotif’s reputation and brand image.
Competitors and other third parties may register trademarks or purchase internet search engine keywords or domain names that are similar to Lomotif’s in order to divert potential users from its platform to theirs. Preventing such unauthorized use is inherently difficult. If Lomotif is unable to prevent such unauthorized use, competitors and other third parties may continue to drive potential online customers away from Lomotif’s platform to competing, irrelevant or potentially offensive platforms, which could harm Lomotif’s reputation and cause Lomotif to lose revenues.
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Third parties may misappropriate Lomotif’s data through scraping its platform or by other means and may aggregate the data on their own platforms. In addition, “copycat” or piracy-based platforms or apps may misappropriate data on Lomotif’s platform and attempt to imitate Lomotif’s brand or the functionality of Lomotif’s platform. Copied and pirated content may prove to be competitive with Lomotif’s content. If Lomotif becomes aware of such platforms, it may employ technological and legal measures in an attempt to halt their operations if these efforts are commercially reasonable.
Lomotif may not be able to detect all such actions in a timely manner and, even if Lomotif could, technological and legal measures when employed may be insufficient to stop their operations. In those cases, Lomotif’s available remedies may not be adequate to protect against such platforms. Regardless of whether Lomotif can successfully enforce Lomotif’s rights against these platforms, any measures that Lomotif may take could require significant financial or other resources from Lomotif or from us. Those platforms may also lure away some of Lomotif’s users or advertisers or reduce its market share, causing material and adverse effects to Lomotif’s business, financial condition, results of operations and prospects.
Any material disruption or breach of Lomotif’s information technology systems or those of third-party partners could materially damage user and business partner relationships, and could subject Lomotif to significant reputational, financial, legal and operational consequences.
Computer hackers, governments or cyber terrorists may attempt to penetrate Lomotif’s network security and Lomotif’s website. Unauthorized access to Lomotif’s proprietary business information or user data may be obtained through break-ins, sabotage, breach of Lomotif’s secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of Lomotif’s third-party providers or other misconduct. Despite the implementation of security measures, the servers of Lomotif’s computing providers and other systems, and other third parties on which Lomotif relies, are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. In addition, the techniques used by computer programmers who may attempt to penetrate and sabotage Lomotif’s network security or website change frequently and may not be recognized until launched against a target, Lomotif may be unable to anticipate these techniques.
Any material disruption or slowdown of Lomotif’s systems or those of third parties on which Lomotif depends on, including a disruption or slowdown caused by Lomotif’s failure to successfully manage significant increases in user volume or successfully upgrade applicable systems, system failures, viruses, security breaches, or other causes, could harm Lomotif’s brand and reputation, and adversely affect its revenue prospectus or cause revenues to decline. To the extent that any disruption or security breach was to result in a loss of or damage to data or applications, or inappropriate disclosure of confidential or proprietary information, Lomotif could incur liability or reputational damage and the further development of products and services could be delayed. In addition, if changes in technology cause Lomotif’s information systems, or those of third parties on which Lomotif depends, to become obsolete, or if such information systems are inadequate to handle Lomotif’s growth, Lomotif could lose users and its business and operating results could be adversely affected.
Lomotif’s products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in Lomotif’s systems, could adversely affect its business.
Lomotif’s products, services and internal systems rely on software and hardware, including software and hardware developed or maintained internally or by third parties, that is highly technical and complex. In addition, Lomotif’s products and internal systems depend on the ability of such software and hardware to store, retrieve, process and manage large amounts of data. The software and hardware on which Lomotif relies has contained, and may in the future contain, errors, bugs or vulnerabilities, and Lomotif’s systems are subject to certain technical limitations that may compromise Lomotif’s ability to meet its objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use.
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Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which Lomotif relies have in the past led to, and may in the future lead to, outcomes including a negative experience for users and advertisers who use Lomotif’s products and services, compromised ability of its products and services to perform in a manner consistent with Lomotif’s terms, contracts or policies, delayed product or service introductions or enhancements, targeting, measurement or billing errors, compromised ability to protect the data of Lomotif’s users or its intellectual property or other data, or reductions in its ability to provide some or all of its services. For example, Lomotif makes commitments to its users as to how their data will be used within and across Lomotif’s products, and its systems are subject to errors, bugs and technical limitations that may prevent it from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities or defects in Lomotif’s systems or the software and hardware on which Lomotif relies, failures to properly address or mitigate the technical limitations in Lomotif’s systems, or associated degradations or interruptions of service or failures to fulfill its commitments to its users, have in the past led to, and may in the future lead to, outcomes including damage to Lomotif’s reputation, loss of users, loss of advertisers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect its business and financial results.
Lomotif’s focus on user experience and acting for the long-term may conflict with the short-term operating results of its business, and also negatively impact Lomotif’s relationships with advertisers or other third parties.
Lomotif strives to focus on user experience and satisfaction, which Lomotif believes is essential to its success and serves the best, long-term interests of the business. Therefore, Lomotif has made, and may make in the future, significant investments or changes in strategy that it thinks will benefit its users, even if the decision negatively impacts its operating results in the short term. In addition, this focus on the user experience may also negatively impact relationships with advertisers or other third parties and may not result in the long-term benefits that Lomotif expects, in which case the success of its business and operating results could be harmed.
Spammers and malicious applications may affect user experience, which could reduce Lomotif’s ability to attract users and advertisers and materially and adversely affect its business, financial condition and results of operations.
Spammers may use Lomotif’s platforms to send targeted and untargeted spam messages to users, which may affect user experience. As a result, Lomotif’s users may use Lomotif’s products and services less or stop using them altogether. In spamming activities, spammers typically create multiple user accounts for the purpose of sending spam messages. Although Lomotif attempts to identify and delete accounts created for spamming purposes, it may not be able to effectively eliminate all spam messages from Lomotif’s platforms in a timely fashion. Any spamming activities could have a material and adverse effect on its business, financial condition and results of operations.
User misconduct and inappropriate content may adversely impact Lomotif’s brand image, business and results of operations, and Lomotif may be held liable for information or content displayed on, retrieved from or linked to its platform or website or distributed to its users. Social media platforms have received increased scrutiny from stakeholders in recent years. Lomotif may experience negative publicity involving Lomotif, its users, its content, its platform, its management, its business model or its industry in general.
Lomotif’s short video and streaming platform enables users to present and exchange information, interact with others and engage in various other online activities, many of which are conducted in real time. As it is difficult to control user behavior in real time, Lomotif’s platform may be misused by individuals or groups of individuals who engaged in, among other things, immoral, inappropriate, disrespectful, fraudulent or illegal activities. While Lomotif has developed its own technologies and is using technologies licensed from others as well as other measures to detect inappropriate content and activities, Lomotif cannot guarantee that it will be able to fully prevent inappropriate content from being posted on its platform or inappropriate activities from being carried out on Lomotif’s platform.
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Moreover, as Lomotif has no control over the offline behavior of Lomotif’s users, to the extent that such behavior is associated with Lomotif’s platform, its ability to protect its brand image and reputation may be limited. Lomotif’s business and the public perception of its brand may be materially and adversely affected by misconduct conducted on or linked to Lomotif’s platform. It is possible that Lomotif’s users may engage in conversations or activities on its platform that may be deemed illegal under the laws and regulations of certain countries within which Lomotif operates.
If any of Lomotif’s users suffers or alleges to have suffered physical, financial or emotional harm arising from any contact initiated on Lomotif’s platform, Lomotif may face civil lawsuits or other proceedings initiated by the affected user, or governmental or regulatory actions. Defending such actions could be costly and involve significant time and attention of Lomotif’s management and other resources, which could materially and adversely affect its business, financial condition, results of operations and prospects. There can be no assurance that Lomotif can detect all illegal or inappropriate content displayed on, retrieved from or linked to its platform or website. If Lomotif is held liable for any of the aforementioned incidents in the future, its business, financial condition and results of operations may be materially and adversely affected.
Negative publicity involving Lomotif, its users, content, platform, management, business model or industry in general may materially and adversely harm Lomotif’s brand and, as a result, its business. We cannot assure you that Lomotif will be able to effectively manage negative publicity. We cannot guarantee that there will not be negative news in relation to Lomotif as well as its users and content on its platform. The dissemination of such news to the public may have an adverse effect on Lomotif’s reputation or brand image. Lomotif may have to incur significant expenses in order to remedy the effects of these negative reports, which may materially and adversely affect its results of operations.
If Lomotif is unable to attract, train and retain qualified personnel or if the efforts of Lomotif’s management and other key personnel do not continue as expected, its business may be materially and adversely affected.
Lomotif’s success depends largely upon the continued services of its key executives including its founder and Chief Executive Officer, Paul Yang. Lomotif’s future success also depends, to a significant extent, on its ability to attract, train and retain qualified personnel, particularly management, technical and marketing personnel with expertise in the internet industry; inability to do so may materially and adversely affect its business. Since the internet industry is characterized by high demand and intense competition for talent, we cannot assure you that Lomotif will be able to attract or retain qualified staff or other highly skilled employees. As Lomotif is relatively young, its ability to train and integrate new employees into its operations may not meet the growing demands of its business which may materially and adversely affect Lomotif’s ability to grow its business, which may affect its results of operations.
~~If Lomotif’s goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.~~
Goodwill is a significant asset on Lomotif’s balance sheet. Under U.S. generally accepted accounting principles, or GAAP, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of September 30, 2021, we had recorded a total of $120,320,054 of goodwill and intangible assets, net related to our acquisition of Lomotif. An adverse change in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets.
Lomotif’s business is subject to a variety of laws, regulations, rules, policies and other obligations, which most notably include those related to data privacy and protection. Any violation of the law or regulations governing Lomotif’s operations, including those related to losses or unauthorized access to or releases of confidential information or personal data could subject Lomotif to significant reputational, financial, legal and operational consequences.
Lomotif’s business requires it to collect, use, store and otherwise process confidential information, including, among other things, personally identifiable information, or PII, with respect to users and employees. Lomotif is subject to laws, and regulations, and additional laws and regulations as Lomotif’s global expansion evolves, relating to the collection, use, retention, security, transfer or otherwise processing of PII. In many cases, these laws and regulations not only apply to third-party transactions, but also may restrict transfers of PII from Lomotif to us or from us or Lomotif to our subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional and possibly more stringent restrictions. These laws continue to develop and may vary from jurisdiction to jurisdiction.
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Complying with emerging and changing international requirements may cause Lomotif to incur substantial costs or require Lomotif to change its business practices. Non-compliance could result in significant penalties or legal liability as well as reputational harm. Data protection, privacy, and other laws and regulations, including those in Europe and the U.S., may impose varying obligations. Regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection. In addition, the interpretation and application of consumer and data protection laws are often uncertain. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with Lomotif’s data practices. These legislative and regulatory proposals, if adopted, and such interpretations could, in addition to the possibility of fines and reputational harm, result in an order requiring Lomotif to change it data practices, which could have an adverse effect on its business and results of operations. Complying with these various laws could cause Lomotif to incur substantial costs or require Lomotif to change its business practices in a manner adverse to the business.
Although Lomotif’s operations in Europe are currently limited, recent legal developments have created compliance uncertainty regarding the processing of personal data that might nonetheless affect it. The General Data Protection Regulation, or GDPR, which came into application in the European Union, or EU, on May 25, 2018, applies to all of Lomotif’s activities conducted from an establishment in the EU or related to any products and services that Lomotif offers to EU users. The GDPR creates significant new requirements regarding the protection of personal data and significantly increases the financial penalties for noncompliance. Lomotif may be considered in violation of the GDPR and thus be required to adopt additional measures in the future. If Lomotif fails to comply with the requirements stipulated by the GDPR in a timely manner, or at all, Lomotif may be subject to significant penalties and fines, which may in turn adversely affect its business, reputation, financial condition and operating results. In addition to the new requirements imposed by the GDPR, the privacy requirements and expectations created in the EU by the GDPR are stricter than certain other regions. These requirements include rules restricting the flow of data across borders. These restrictions may cause companies to localize data and may otherwise impact the use of Lomotif’s services.
Additionally, California recently enacted legislation that has been dubbed the first “GDPR-like” law in the U.S. Known as the California Consumer Privacy Act, or CCPA, it creates new individual privacy rights for consumers (as that word is broadly defined in the law) and places increased privacy and security obligations on entities handling personal data of consumers or households. The CCPA, which went into effect on January 1, 2020, requires covered companies to provide new disclosures to California consumers, and provides such consumers new ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase Lomotif’s compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase Lomotif’s potential liability and adversely affect its business.
Lomotif faces risks and uncertainties arising from laws, regulations, rules and the political and economic climate in the jurisdictions across the globe within which it does business, including, without limitation, the U.S., Brazil, India, Russia and Singapore.
Failure to comply with such applicable laws, regulations and rules may subject Lomotif’s global operations to strict scrutiny by local authorities, which in turn may materially and adversely affect Lomotif’s globalized operations. As Lomotif expands operations in additional emerging markets and regions, Lomotif may have to adapt its business models or operations to the local markets due to various legal requirements and market conditions. Lomotif’s international operations and expansion efforts may result in increased costs and are subject to various risks, including difficulties in obtaining licenses, permits or other applicable governmental authorizations, content control from local authorities, uncertain enforcement of intellectual property rights, potential claims of intellectual property infringement, the complexity of compliance with laws and regulations and cultural differences.
Compliance with applicable laws, regulations and rules related to matters that are central to Lomotif’s business, including those related to streaming services, content restrictions, data privacy, virtual items, anti-corruption laws, anti-money laundering and the protection of minors, increase the costs and risk exposure of doing business in multiple jurisdictions across the globe. In some cases, compliance with the laws and regulations of one country could violate the laws and regulations of another country. As Lomotif’s globalized operations evolve, we cannot assure you that Lomotif will be able to fully comply with the legal requirements of each jurisdiction and successfully adapt its business models to local market conditions. Due to the complexity involved in Lomotif’s global business expansion, we cannot assure you that Lomotif is in compliance with all local laws or regulations, including license requirements, or that Lomotif’s licenses will be successfully renewed or expanded to cover all of its areas of operations.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

~~In connection with the foregoing, the Company relied upon the exemptions from registration provided by Rule 701 and Section 4(a)(2) under the Securities Exchange Act of 1933, as amended:~~
~~Issuance of common stock – Year ended December 31, 2021~~
On January 5, 2021, the Company issued 750,000 shares of common stock valued at $1,125,000 as per the terms of the Platform License Agreement between the Company and Honey Badger Media, LLC dated November 10, 2020.
~~On January 5, 2021, the Company issued 150,000 shares of common stock valued at $225,000 under the Company’s 2020 Omnibus Plan to a consultant for services rendered on behalf of the Company.~~
~~On January 11, 2021, the Company issued 100,000 shares of common stock valued at $150,000 to a consultant for services rendered on behalf of the Company.~~
~~On January 19, 2021, the Company issued 200,000 shares of common stock valued at $300,000 for the partial exercise of the warrant issued in connection with the Greentree financing.~~
~~On January 20, 2021, the Company issued 27,415 shares of common stock valued at $41,123 to Jefferson Street Capital, LLC in satisfaction of $740,000 principal against a note issued on April 7, 2020.~~
~~On January 21, 2021, the Company issued 58,000 shares of common stock valued at $87,000 to a consultant for services rendered on behalf of the Company.~~
~~On January 21, 2021, the Company issued 350,000 shares of common stock valued at $525,000 for the partial exercise of the warrant issued in connection with the Greentree financing.~~
~~On January 22, 2021, the Company issued 51,129 shares of common stock valued at $76,694 for the exercise of the placement agent warrant issued in connection with the Greentree financing.~~
~~On January 22, 2021, the Company issued 67,744 shares of common stock valued at $101,616 for the exercise of the placement agent warrant issued in connection with the Greentree financing.~~
~~On January 22, 2021, the Company issued 20,358 shares of common stock valued at $30,537 for the exercise of the placement agent warrant issued in connection with the Greentree financing.~~
~~On January 22, 2021, the Company issued 20,358 shares of common stock valued at $30,537 for the exercise of the placement agent warrant issued in connection with the Greentree financing.~~
~~On January 22, 2021, the Company issued 50,000 shares of common stock valued at $75,000 for the exercise of a warrant.~~
~~On February 1, 2021, the Company issued 27,415 shares of common stock valued at $27,515 to Jefferson Street Capital, LLC in satisfaction of $26,766 principal against a note issued on April 7, 2020.~~
~~On February 2, 2021, the Company issued 100,000 shares of common stock valued at $319,000 for settlement of investment banking services.~~
~~On February 2, 2021, the Company issued 209 shares of common stock for a cashless exercise of a warrant.~~
~~On February 4, 2021, the Company issued 243,483 shares of common stock valued at $486,966 as true up shares in connection with the Greentree financing.~~
~~On February 4, 2021, the Company issued 25,000 shares of common stock valued at $40,750 as incentive shares for a Note Agreement dated November 2, 2020.~~
~~On February 4, 2021, the Company issued 25,000 shares of common stock valued at $31,250 to a consultant for services rendered on behalf of the Company.~~
~~On February 4, 2021, the Company issued 255,000 shares of common stock valued at $351,900 to certain employees for services rendered on behalf of the Company.~~
~~On February 4, 2021, the Company issued 210,000 shares of common stock valued at $287,700 to Directors of the Company’s Board of Directors for services rendered.~~
~~On February 4, 2021, the Company issued 150,000 shares of common stock valued at $205,500 to a consultant for services rendered on behalf of the Company.~~
~~On February 18, 2021, the Company issued 13,705 shares of common stock valued at $52,764 to certain employees for services rendered on behalf of the Company.~~
~~On February 18, 2021, the Company issued 25,000 shares of common stock valued at $50,000 for the exercise of a warrant.~~
~~On February 19, 2021, the Company issued 25,000 shares of common stock valued at $99,750 for the extended use of a trademark.~~
~~On February 23, 2021, the Company issued 25,000 shares of common stock valued at $68,500 for expenses related to a joint venture.~~
~~On February 23, 2021, the Company issued 60,000 shares of common stock valued at $231,000 to the Company’s counsel for services rendered on behalf of the Company.~~
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~~On February 23, 2021, the Company issued 450,000 shares of common stock valued at $792,000 to certain employees as per the terms of their employment agreements.~~
~~On March 2, 2021, the Company issued 1,505,502 shares of common stock valued at $3,011,004 to a noteholder for conversion against a convertible note.~~
~~On March 2, 2021, the Company issued 150,000 shares of common stock valued at $187,500 to a consultant for services rendered on behalf of the Company.~~
~~On March 2, 2021, the Company issued 16,667 shares of common stock valued at $20,000 to a director in satisfaction of compensation due for services as a director.~~
~~On March 2, 2021, the Company issued 79,167 shares of common stock valued at $95,000 to a director in satisfaction of compensation due for services as a director.~~
~~On March 2, 2021, the Company issued 83,333 shares of common stock valued at $100,000 to a director in satisfaction of compensation due for services as a director.~~
~~On March 2, 2021, the Company issued 75,000 shares of common stock valued at $90,000 to a director in satisfaction of compensation due for services as a director.~~
~~On March 2, 2021, the Company issued 5,000 shares of common stock valued at $7,850 to a noteholder as additional incentive shares as per terms of an amendment.~~
~~On March 2, 2021, the Company issued 20,000 shares of common stock valued at $26,600 to a noteholder as additional incentive shares as per terms of an amendment.~~
~~On March 2, 2021, the Company issued 10,000 shares of common stock valued at $13,900 to a noteholder as additional incentive shares as per terms of an amendment.~~
~~On March 2, 2021, the Company issued 30,000 shares of common stock valued at $40,800 to an employee for services rendered on behalf of the Company.~~
~~On March 2, 2021, the Company issued 50,000 shares of common stock valued at $68,000 to an employee for services rendered on behalf of the Company.~~
~~On March 12, 2021 the Company issued 100,167 shares of common stock valued at $200,334 to a noteholder for conversion against a convertible note.~~
~~On March 18, 2021 the Company issued 150,425 shares of common stock valued at $300,850 to a noteholder for conversion against a convertible note.~~
~~On March 19, 2021 the Company issued 250,750 shares of common stock valued at $501,500 to a noteholder for conversion against a convertible note.~~
~~On March 19, 2021 the Company issued 501,750 shares of common stock valued at $1,003,500 to a noteholder for conversion against a convertible note.~~
~~On March 19, 2021 the Company issued 1,003,667 shares of common stock valued at $2,007,334 to a noteholder for conversion against a convertible note.~~
~~On March 19, 2021 the Company issued 1,003,667 shares of common stock valued at $2,007,334 to a noteholder for conversion against a convertible note.~~
~~On March 19, 2021 the Company issued 1,003,667 shares of common stock valued at $2,007,334 to a noteholder for conversion against a convertible note.~~
~~On March 26, 2021, the Company issued 96,000 shares of common stock valued at $192,000 upon partial exercise of a warrant issued to a placement agent.~~
~~On April 7, 2021, the Company issued 150,000 shares of common stock valued at $382,500 for consulting services as per the Consulting Agreements entered into on March 31, 2021.~~
~~On April 7, 2021, the Company issued 525,541 shares of common stock valued at $924,952 to an employee as per the terms of an employment agreement.~~
~~On April 7, 2021, the Company issued 475,541 shares of common stock valued at $836,794 to an employee as per the terms of an employment agreement.~~
~~On April 7, 2021, the Company issued 597,273 shares of common stock valued at $1,051,200 to an employee as per the terms of an employment agreement.~~
~~On May 19, 2021, the Company issued 501,250 shares of common stock to a noteholder in satisfaction of $1,000,000 principal and $2,500 in accrued interest.~~
~~During May and June 2021, the Company issued a total of 13,070,000 shares of common stock valued at $26,140,000 upon exercise of a warrant.~~
~~On June 7, 2021, the Company issued a total of 10,000 shares of common stock valued at $44,100 as compensation for inventor advisory services for Edison Nation, LLC.~~
~~On June 7, 2021, the Company issued 384,000 shares of common stock valued at $768,000 upon exercise of a warrant.~~
~~On June 9, 2021, the Company issued 1,930,000 shares of common stock valued at $3,860,000 upon exercise of a warrant.~~
~~On June 9, 2021, the Company issued 1,200,000 shares of common stock valued at $4,466,400 upon exercise of a warrant.~~
~~On June 9, 2021, the Company issued a total of 150,000 shares of common stock valued at $382,500 for consulting services.~~
On June 9, 2021, the Company issued a total of 63,577 shares of common stock valued at $151,987 for the conversion of debt assumed as per the terms of the Asset Contribution Agreement with Emmersive Entertainment, Inc.
~~On June 9, 2021, the Company issued 10,000 shares of common stock valued at $20,000 upon exercise of a warrant.~~
~~On June 9, 2021, the Company issued 1,500,000 shares of common stock valued at $3,300,000 upon exercise of a warrant.~~
~~On June 10, 2021, the Company issued 3,000,000 shares of common stock valued at $11,166,000 upon exercise of a warrant.~~
~~On June 11, 2021, the Company issued 3,500,000 shares of common stock valued at $13,027,000 upon exercise of a warrant.~~
~~On June 11, 2021, the Company issued 100,000 shares of common stock valued at $246,000 for consulting services.~~
~~On June 15, 2021, the Company issued 2,368,188 shares of common stock valued at $8,814,396 upon exercise of a warrant.~~
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~~On June 15, 2021, the Company issued 2,868,188 shares of common stock valued at $10,675,396 upon exercise of a warrant.~~
~~On June 16, 2021, the Company issued 1,000,000 shares of common stock valued at $3,722,000 upon exercise of a warrant.~~
~~On June 18, 2021, the Company issued 1,400,000 shares of common stock valued at $5,210,800 upon exercise of a warrant.~~
~~On June 21, 2021, the Company issued 1,000,000 shares of common stock valued at $3,722,000 upon exercise of a warrant.~~
~~On June 30, 2021, the Company issued a total of 41,272 shares of common stock valued at $127,943 for consulting services.~~
~~On July 1, 2021, the Company issued a total of 30,000 shares valued at $94,800 to an employee for severance.~~
~~On July 30, 2021, the Company issued 1,007,194 shares of common stock valued at $2,799,999 as per the terms of the Securities Purchase Agreement.~~
~~On August 19, 2021, the Company issued 4,600,000 shares of common stock valued at $17,121,200 upon exercise of a warrant.~~
~~On August 30, 2021, the Company issued 1,955,546 shares of common stock valued at $6,453,302 upon exercise of a warrant.~~
~~On August 31, 2021, the Company issued 200,000 shares of common stock valued at $505,500 for consulting services.~~
~~On August 31, 2021, the Company issued 1,800,000 shares of common stock valued at $6,334,200 upon exercise of a warrant.~~
~~On September 1, 2021, the Company issued 24,000 shares of common stock valued at $120,000 to a noteholder for conversion against a convertible note.~~
~~On September 2, 2021, the Company issued 6,900,000 shares of common stock valued at $22,080,000 upon exercise of a warrant.~~
~~On September 2, 2021, the Company issued 594,560 shares of common stock valued at $1,951,952 upon exercise of a warrant.~~
~~On September 3, 2021, the Company issued 1,500,000 shares of common stock valued at $4,800,000 upon exercise of a warrant.~~
~~On September 3, 2021, the Company issued 2,063,132 shares of common stock valued at $10,000,000 to a noteholder for conversion against a convertible note.~~
~~On September 7, 2021, the Company issued 575,000 shares of common stock valued at $1,178,750 to a noteholder for conversion against a convertible note.~~
~~On September 10, 2021, the Company issued 3,100,000 shares of common stock valued at $10,230,000 upon exercise of a warrant.~~
~~On September 13, 2021, the Company issued 5,500,000 shares of common stock valued at $18,535,000 to a noteholder as per terms of the Side Agreement.~~
~~On September 14, 2021, the Company issued 5,331,250 shares of common stock valued at $17,060,000 upon exercise of a warrant.~~
~~On September 14, 2021, the Company issued 445,786 shares of common stock valued at $1,659,215 upon exercise of a warrant.~~
~~On September 15, 2021, the Company issued 1,500,000 shares of common stock valued at $4,866,125 upon exercise of a warrant.~~
~~On September 15, 2021, the Company issued 225,000 shares of common stock valued at $1,833,750 upon the terms of the Settlement Agreement.~~
~~On September 20, 2021, the Company issued 7,742,672 shares of common stock valued at $22,067,818 upon exercise of a warrant.~~
~~On September 20, 2021, the Company issued 5,400,000 shares of common stock valued at $14,337,000 upon exercise of a warrant.~~
~~On September 20, 2021, the Company issued 2,342,672 shares of common stock valued at $7,730,818 upon exercise of a warrant.~~
~~On September 22, 2021, the Company issued 2,000,000 shares of common stock valued at $5,310,000 upon exercise of a warrant.~~
~~On October 8, 2021, the Company issued 56,250 shares of common stock valued at $231,188 for consulting services related to EVNT Platform, LLC.~~
~~On October 19, 2021, the Company issued 36,000 shares of common stock valued at $180,000 to a noteholder for conversion against a convertible note.~~
On October 19, 2021, the Company issued 1,000,000 shares of common stock valued at $2,100,000 to the preferred shareholders of EVNT Platform, LLC for conversion against the preferred shares into common shares of the Company.
~~On October 19, 2021, the Company issued 90,000 shares of common stock valued at $369,450 for consulting services related to EVNT Platform, LLC.~~
~~On October 19, 2021, the Company issued 3,561,710 shares of common stock valued at $19,018,108 for services and severances to employees.~~
~~On October 19, 2021, the Company issued 1,515,000 shares of common stock valued at $8,678,100 for services and severances to directors.~~
~~On October 19, 2021, the Company issued 270,000 shares of common stock valued at $1,441,800 for services related to corporate legal and accounting.~~
~~On October 19, 2021, the Company issued 200,000 shares of common stock valued at $597,000 for contract settlement related to corporate legal and operations agreements.~~
~~On October 26, 2021, the Company issued 7,222,804 shares of common stock valued at $29,479,745 upon exercise of a warrant.~~
~~On October 27, 2021, the Company issued 1,007,194 shares of common stock valued at $2,800,000 upon exercise of a warrant.~~
~~On November 8, 2021, the Company issued 62,000 shares of common stock valued at $164,610 upon exercise of a warrant.~~
~~On November 9, 2021, the Company issued 1,750,000 shares of common stock valued at $7,000,000 to a noteholder for conversion against a convertible note.~~
~~On November 12, 2021, the Company issued 12,000,000 shares of common stock valued at $31,860,000 upon exercise of a warrant.~~
~~On November 15, 2021, the Company issued 1,291,000 shares of common stock valued at $3,427,605 upon exercise of a warrant.~~
None.

~~Use of Proceeds~~
~~None.~~
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Letter Agreement
Pursuant to that certain Warrant Exercise Agreement (as amended, the “September WEA”) dated as of September 1, 2021 between the Company and an accredited investor (the “Holder”), the Company sold warrants to the Holder representing the right to acquire shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an initial exercise price of $9.00 per share, subject to adjustments as set forth in the September WEA (the “Series A September 2021 Warrants”) and (ii) on May 12, 2022, the Company and the Holder entered into that certain Warrant Exercise Agreement (the “May WEA”) whereby the parties, among other things, adjusted the Holder’s exercise price of its Series A September 2021 Warrant and eliminated certain provisions of the Series A September 2021 Warrants as an offer to all of the Series A September 2021 Warrants inducement to fully exercise its Series A September 2021 Warrant on a cashless basis on May 19, 2022.
On May 18, 2022, the Company and the holder entered into that certain Letter Agreement (the “Letter Agreement”) whereby the parties further amended the Series A September A Warrants to require that that Company only needs to maintain the Required Reserve Amount (as defined in the Series A September Warrants) on and after the Shareholder Approval Date (as defined in the May WEA).
The foregoing description of the terms of the Letter Agreement and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.12 hereto.

ITEM 6. EXHIBITS

Exhibit Incorporated By Reference to Filed
Number Description Form Exhibit Filing Date Herewith

3.1 Articles of Merger, filed with the Secretary of State of Nevada effective September 7, 2018 8-K 3.1 September 12, 2018
3.2 Second Amended and Restated Bylaws of Edison Nation, Inc. 8-K 3.2 September 12, 2018
3.3 Second Amended and Restated Articles of Incorporation of Edison Nation, Inc. 8-K 3.1 March 26, 2020
3.4 Articles of Incorporation Cryptyde, Inc. 8-K 10.1 October 6, 2021
10.5+ Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan 8-K 3.3 September 12, 2018
10.21 10% Senior Secured Note with 32 Entertainment LLC, dated December 4, 2019 S-1 10.26 February 12, 2020
10.22 Common Stock Purchase Warrant with 32 Entertainment LLC, dated December 4, 2019 S-1 10.27 February 12, 2020
68
Exhibit Incorporated By Reference to Filed
Number Description Form Exhibit Filing Date Herewith

2.1 Unit Purchase Agreement, dated February 11, 2022, among Vinco Ventures, Inc., AdRizer LLC, the Members of AdRizer LLC, Phantom Unit Holders of AdRizer LLC and Innovated Assets, LLC as Sellers’ Representative. 8-K 2.1 February 16, 2022
3.1 Articles of Merger, filed with the Secretary of State of Nevada effective September 7, 2018 8-K 3.1 September 12, 2018
3.2 Second Amended and Restated Bylaws of Edison Nation, Inc. 8-K 3.2 September 12, 2018
3.3 Second Amended and Restated Articles of Incorporation of Edison Nation, Inc. 8-K 3.1 March 26, 2020
3.5 Certificate of Correction of Vinco Ventures, Inc. 10-K 3.5 April 15, 2022
10.1 Share Exchange Agreement between Vinco Ventures, Inc and One LLC 8-K 10.1 January 7, 2022
10.2 Indemnification Agreement by and among Vinco Ventures, Inc. and Two LLCs 8-K 10.2 January 7, 2022
10.3 Note Securities Purchase Agreement dated January 26,2022 by and among Cryptyde, Inc., Vinco Ventures, Inc, and Hudson Bay Master Fund Ltd. 8-K 10.1 January 26, 2022
10.4 Form of Note Investor Warrant of Cryptyde, Inc. 8-K 10.2 January 26, 2022
10.5 Registration Rights Agreement dated January 26, 2022, by and among Cryptyde, Inc. and Hudson Bay Master Fund Ltd. 8-K 10.3 January 26, 2022
10.6 Form of Note of Cryptyde, Inc to be issued to Note Investor 8-K 10.4 January 26, 2022
10.7 Form of Pledge Agreement by and between Cryptyde, Inc. and Hudson Bay Master Fund Ltd. 8-K 10.5 January 26, 2022
10.8 Equity Securities Purchase Agreement dated January 26, 2022, by and between Cryptyde, Inc. and Vinco Ventures, Inc. 8-K 10.6 January 26, 2022
10.9 Form of Warrant of Cryptyde, Inc to be issued to Equity Investor 8-K 10.7 January 26, 2022
10.10 Assignment and Assumption Agreement, dated February 11, 2022, among ZVV Media Partners, LLC, ZASH Global Media and Entertainment Corporation and Vinco Ventures, Inc. 8-K 10.1 February 16, 2022
10.11 Amendment Agreement dated March 9, 2022 by and among Vinco Ventures, Inc., Cryptyde, Inc. and the Holder. 8-K 10.1 March 10, 2022
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

Exhibit Incorporated By Reference to Filed
Number Description Form Exhibit Filing Date Herewith
10.23 Registration Rights Agreement with 32 Entertainment LLC, dated December 4, 2019 S-1 10.28 February 12, 2020
10.24 Loan Agreement with Tiburon Opportunity Fund, dated January 2, 2020 S-1 10.29 February 12, 2020
10.25 5% Note Agreement with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020 S-1 10.30 February 12, 2020
10.26 Common Stock Purchase Warrant with Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, dated January 10, 2020 S-1 10.31 February 12, 2020
10.27 5% Note Agreement with Paul J. Solit and Julie B. Solit, dated January 15, 2020 S-1 10.32 February 12, 2020
10.28 Common Stock Purchase Warrant with Paul J. Solit and Julie B. Solit, dated January 15, 2020 S-1 10.33 February 12, 2020
10.29 5% Note Agreement with Richard O’Leary, dated January 17, 2020 S-1 10.34 February 12, 2020
10.30 Common Stock Purchase Warrant with Richard O’Leary, dated January 15, 2020 S-1 10.35 February 12, 2020
10.31 Loan Agreement with Greentree Financial Group, Inc., dated January 23, 2020 8-K 10.1 January 29, 2020
10.32 10% Convertible Promissory Note with Greentree Financial Group, Inc., dated January 23, 2020 8-K 10.2 January 29, 2020
10.33 Common Stock Purchase Warrant with Greentree Financial Group, Inc., dated January 23, 2020 8-K 10.3 January 29, 2020
10.34 Amendment Agreement with Greentree Financial Group, Inc., dated January 29, 2020 8-K 10.4 January 29, 2020
10.35 Asset Purchase Agreement between HMNRTH, LLC, TCBM Holdings, LLC and Edison Nation, Inc. and Scalematix, LLC dated March 11, 2020 8-K 10.1 March 12, 2020
10.36 Securities Purchase Agreement between Edison Nation, Inc. and Jefferson Street Capital, LLC dated April 7, 2020 8-K 10.3 April 27, 2020
10.37 Convertible Promissory Note between Edison Nation, Inc. and Jefferson Street Capital, LLC dated April 7, 2020 8-K 10.4 April 27, 2020
10.38 Securities Purchase Agreement between Edison Nation, Inc. and BHP Capital NY Inc. dated April 7, 2020 8-K 10.1 April 27, 2020
10.39 Convertible Promissory Note between Edison Nation, Inc. and BHP Capital NY Inc dated April 7, 2020 8-K 10.2 April 27, 2020
10.40 Promissory Note Small Business Administration-Paycheck Protection Program dated April 15, 2020 8-K 10.8 April 27, 2020
10.41 Consulting Agreement between Edison Nation, Inc. and Tiburon dated April 24, 2020 8-K 10.5 April 27, 2020
10.42 Debt Conversion Agreement between Edison Nation, Inc. and Tiburon Opportunity Fund dated April 24, 2020 8-K 10.6 April 27, 2020
10.43 Distributor Agreement between Edison Nation Holdings, LLC and Marrone Bio Innovations, Inc. dated May 13, 2020 10-K 10.45 May 29, 2020
10.44 Secured Line of Credit Agreement between Global Solutions, LLC, Edison Nation, Inc. and PPE Brickell Supplies, LLC dated May 20, 2020 8-K 10.1 May 26, 2020
10.45 Security Agreement between Global Solutions, LLC, Edison Nation, Inc. and PPE Brickell Supplies, LLC dated May 20, 2020 8-K 10.2 May 26, 2020
10.46 Agreement and Plan of Share Exchange Agreement between Edison Nation, Inc. PPE Brickell Supplies, LLC and Graphene Holdings, LLC dated May 20, 2020 8-K 10.3 May 26, 2020
10.47 Amended Limited Liability Company Agreement of Global Clean Solutions, LLC dated May 20, 2020 8-K 10.4 May 26, 2020
10.48 Purchase of Inventory and Repurchase Agreement between Edison Nation, Inc. and Fergco Bros, LLC dated May 7, 2020 10-K 10.50 May 29, 2020
69101.INS* Inline XBRL Instance Document *
101.SCH* Inline XBRL Taxonomy Extension Schema Document *
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104* Cover Page Interactive Data File (embedded within the Inline XBRL document) *
Exhibit Incorporated By Reference to Filed
Number Description Form Exhibit Filing Date Herewith
10.49 Amendment to Purchase of Inventory and Repurchase Agreement between Edison Nation, Inc. and Fergco Bros, LLC dated May 15, 2020 10-K 10.51 May 29, 2020
10.50 Amendment to Senior Secured Note between Edison Nation, Inc. and 32 Entertainment, LLC dated May 19, 2020 10-K 10.52 May 29, 2020
10.51 Amended Subordinate Secured Note between Edison Nation, Inc and 32 Entertainment, LLC dated May 19, 2020 10-K 10.53 May 29, 2020
10.52 Agreement for the Purchase and Sale of Common Stock of Cloud B, Inc. dated February 17, 2020 8-K 10.1 February 21, 2020
10.53 Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Richard O’Leary dated July 10, 2020 S-1 10.55 July 16, 2020
10.54 Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Equity Trust Company, a Custodian FBO: Rawleigh H. Ralls IRA dated July 10, 2020 S-1 10.56 July 16, 2020
10.55 Amendment to Note Agreement and Common Stock Purchase Warrant between Edison Nation, Inc. and Paul J. Solit and Julie B. Solit dated July 10, 2020 S-1 10.57 July 16, 2020
10.56 Convertible Promissory Note between Edison Nation, Inc. and Jefferson Street Capital, LLC dated July 29, 2020 10-Q 10.30 August 18, 2020
10.57 Memorandum of Understanding between the Global Clean Solutions, LLC, Office Mart, Inc. and ZAAZ Medical, Inc. dated June 8, 2020 10-Q 10.31 August 18, 2020
10.58 Amendment to Memorandum of Understanding dated August 6, 2020 10-Q 10.32 August 18, 2020
10.59 Forbearance Agreement between the Company and Jefferson Street Capital, LLC dated October 7, 2020 10-Q 10.33 November 23, 2020
10.60 Asset Purchase Agreement between Honey Badger Media, LLC and Honey Badger, LLC dated November 10, 2020 8-K 10.1 November 12, 2020
10.61 Platform License Agreement between Honey Badger Media, LLC and Honey Badger Media, LLC dated November 10, 2020 8-K 10.2 November 12, 2020
10.62 Inventory Management Agreement between Edison Nation, LLC and Forever 8 Fund, LLC dated November 17, 2020 10-Q 10.36 November 23, 2020
10.63 Stock Exchange Agreement dated between Jupiter Wellness, Inc, SRM Entertainment, Ltd and Vinco Ventures, Inc. dated November 30, 2020 8-K 1.1 December 3, 2020
10.64 Agreement to Complete a Plan of Merger between Vinco Ventures, Inc., Vinco Acquisition Corporation and ZASH Global Media and Entertainment Corporation dated January 20, 2021 8-K 10.1 January 21, 2021
10.65 Contribution Agreement by and among ZVV Media Partners, LLC, Vinco Ventures, Inc. and Zash Global Media and Entertainment Corporation dated January 19, 2021 8-K 10.1 January 21, 2021
10.66 Senior Convertible Note between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021 8-K 4.1 January 25, 2021
10.67 Securities Purchase Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021 8-K 10.1 January 25, 2021
10.68 Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021 8-K 10.2 January 25, 2021
10.69 Registration Rights Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund, Ltd dated January 25, 2021 8-K 10.3 January 25, 2021
10.70 Securities Purchase Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 20201 8-K 10.1 February 4, 2021
70
Exhibit Incorporated By Reference to Filed
Number Description Form Exhibit Filing Date Herewith
10.71 Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 2021 8-K 10.2 February 4, 2021
10.72 Registration Rights Agreement between Vinco Ventures, Inc. and BHP Capital NY Inc. dated January 29, 2021 8-K 10.3 February 4, 2021
10.73+ Employment Agreement between Vinco Ventures, Inc. and Christopher Ferguson dated February 2, 2021 8-K 10.1 February 8, 2021
10.74+ Employment Agreement between Vinco Ventures, Inc. and Brett Vroman dated February 2, 2021 8-K 10.2 February 8, 2021
10.75+ Employment Agreement between Vinco Ventures, Inc. and Brian McFadden dated February 2, 2021 8-K 10.3 February 8, 2021
10.76 Form of Senior Convertible Note 8-K 4.1 February 23, 2021
10.77 Form of Securities Purchase Agreement 8-K 10.1 February 23, 2021
10.78 Form of Warrant 8-K 10.2 February 23, 2021
10.79 Form of Registration Rights Agreement 8-K 10.3 February 23, 2021
10.80 Placement Agent Agreement 8-K 10.4 February 23, 2021
10.81 Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and Palladium Holdings, LLC dated February 23, 2021 S-1 10.81 April 30, 2021
10.82 Amended and Restated Asset Purchase Agreement between CBAV1, LLC and BTL Diffusion SARL 10-K 10.81 April 15, 2021
10.83 First Amendment to Agreement to Complete a Plan of Merger, dated March 30, 2021, by and among Vinco Ventures, Inc., Vinco Acquisition Corporation and ZASH Global Media and Entertainment Corporation 8-K 10.1 April 9, 2021
10.84 Asset Contribution Agreement among Emmersive Entertainment, Inc. (“Seller”), Seller’s Shareholders, EVNT Platform, LLC (“Buyer”) a wholly owned subsidiary of Vinco Ventures, Inc. and Vinco Ventures, Inc. (“Buyer’s Owner”), dated as of April 17, 2021. 8-K 2.1 April 21, 2021
10.85 First Amended and Restated Operating Agreement for EVNT Platform, LLC among Vinco Ventures, Inc., its sole common member, and certain preferred members, dated as of April 17, 2021. 8-K 2.2 April 21, 2021
10.86 Promissory Note between Zash Global Media and Entertainment Corporation and Vinco Ventures, Inc. dated February 18, 2021 10-Q 10.86 May 24, 2021
10.87 Warrant Exercise Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund Ltd dated May 24, 2021 8-K 10.1 May 25, 2021
10.88 Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund Ltd dated May 24, 2021 8-K 10.2 May 25, 2021
71
10.89 Registration Rights Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund Ltd dated May 24, 2021 8-K 10.3 May 25, 2021
10.90 Second Amendment to Agreement to Complete a Plan of Merger dated May 28, 2021 8-K 10.1 May 28, 2021
10.91 Warrant Exercise Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund Ltd dated June 4, 2021 8-K 10.1 June 7, 2021
10.92 Common Stock Purchase Warrant Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund Ltd dated June 4, 2021 8-K 10.2 June 7, 2021
10.93 Registration Rights Agreement between Vinco Ventures, Inc. and Hudson Bay Master Fund Ltd dated June 4, 2021 8-K 10.3 June 7, 2021
10.94 Convertible Note Subscription Agreement dated June 4, 2021 8-K 10.1 June 10, 2021
10.95 Form of Senior Secured Convertible Note 8-K 4.1 July 23, 2021
10.96 Form of Securities Purchase Agreement 8-K 10.1 July 23, 2021
10.97 Form of Warrant 8-K 10.2 July 23, 2021
10.98 Form of Registration Rights Agreement 8-K 10.3 July 23, 2021
10.99 Form of Amendment Agreement 8-K 10.4 July 23, 2021
10.100 Form of Guaranty 8-K 10.5 July 23, 2021
10.101 Form of Pledge and Security Agreement 8-K 10.6 July 23, 2021
10.102 Second Amended and Restated Limited Liability Company Agreement of ZVV Media Partners, LLC 8-K 10.7 July 23, 2021
10.103 Securities Purchase Agreement between ZASH Global Media and Entertainment Corporation and Lomotif Private Limited 8-K 10.1 July 29, 2021
10.104 Deed of Variation and Supplement among ZASH Global Media and Entertainment Corporation, Lomotif Private Limited and ZVV Media Partners, LLC 8-K 10.2 July 29, 2021
10.105 Securities Purchase Agreement between Vinco Ventures, Inc. and the purchaser identified on the signature page thereto dated July 23, 2021 8-K 10.3 July 29, 2021
10.106 Form of Warrant dated July 23, 2021 8-K 10.4 July 29, 2021
10.107 Registration Rights Agreement dated July 23, 2021 8-K 10.5 July 29, 2021
10.108 Warrant Exercise Agreement between the Company and the Investor 8-K 10.1 August 19, 2021
10.109 Form of Warrant August Series A Warrant 8-K 10.2 August 19, 2021
10.110 Form of Warrant August Series B Warrant 8-K 10.3 August 19, 2021
10.111 Form of Registration Rights Agreement 8-K 10.4 August 19, 2021
10.112 Warrant Exercise Agreement between the Company and the Investor 8-K 10.1 September 1, 2021
10.113 Form of September Series A Warrant 8-K 10.2 September 1, 2021
10.114 Form of September Series B Warrant 8-K 10.3 September 1, 2021
10.115 Form of Registration Rights Agreement 8-K 10.4 September 1, 2021
10.116 Side Letter to Securities Purchase Agreement 8-K 10.1 September 13, 2021
10.117 Letter of Intent between ZVV Media Partners, LLC, ZASH Global Media and Entertainment Corporation and AdRizer, LLC 8-K 10.1 October 7, 2021
10.118 Form of Board of Directors Agreement 8-K 10.1 October 19, 2021
10.119 Form of Employment Agreement between the Company and Lisa King 8-K 10.2 October 19, 2021
10.120 Form of Employment Agreement between the Company and Stephen Garrow 8-K 10.3 October 19, 2021
10.121 Form of Employment Agreement between the Company and Philip Jones 8-K 10.4 October 19, 2021
10.122 Senior Secured Promissory Note between Cryptyde, Inc. and Wattum Management, Inc. dated October14, 2021 8-K 10.1 November 1, 2021
10.123 Articles of Organization for CW Machines, LLC 8-K 10.2 November 1, 2021
10.124 Warrant Exercise Agreement between the Company and the Holder 8-K 10.1 November 12, 2021
10.125 Form of November Warrant 8-K 10.2 November 12, 2021
10.126 Form of Registration Rights Agreement 8-K 10.3 November 12, 2021
10.127 Amendment Agreement between the Company, TYDE and the Holder
8-K
10.4 November 12, 2021
10.128 Form of TYDE Warrant 8-K 10.5 November 12, 2021
10.129 Form of TYDE Registration Rights Agreement 8-K 10.6 November 12, 2021
10.130 Promissory Note between ZVV Media Partners, LLC and Magnifi U, Inc. dated October 12, 2021
*
21.1 List of Significant Subsidiaries S-1 21.1 February 12, 2020
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS* Inline XBRL Instance Document *
101.SCH* Inline XBRL Taxonomy Extension Schema Document *
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104* Cover Page Interactive Data File (embedded within the Inline XBRL document) *

* Filed herewith.
** Furnished herewith.

7242
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: ~~November 22, 2021~~May 23, 2022

VINCO VENTURES, INC.

By: /s/ Lisa King
Lisa King
Chief Executive Officer
(Principal Executive Officer)

7343

	September 30, 2021			December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	49,937,549		$	249,356
Restricted cash		100,000,000			-
Short-term investments		282,000			1,018,000
Accounts receivable, net		1,901,182			1,382,163
Inventory		789,727			1,127,725
Loans receivable
Intangible assets, net
Prepaid expenses and other current assets		3,855,618			522,259
Loan held for investment		18,150,000			-
Current assets of discontinued operations		-			1,042,680
Total current assets		174,916,076			5,342,183
Property and equipment, net		972,151			1,010,801
Right of use assets, net		80,544			153,034
Intangible assets, net		154,962,061			9,798,813
Goodwill		5,983,852			5,983,852
Non-current assets of discontinued operations		-			5,739,524
Total assets	$	336,914,684		$	28,028,207

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,587,010		$	3,618,339
Accrued expenses and other current liabilities		3,040,564			2,101,610
Deferred revenues		64,243			152,040
Current portion of operating leases liabilities		83,408			96,777
Income tax payable		27,643			27,643
Line of credit, net of debt issuance costs of $0 and $15,573, respectively		-			1,500,953
Current portion of convertible notes payable, net of debt issuance costs of $91,518,515 and $0, respectively		28,481,485			577,260
Current portion of notes payable, net of debt issuance costs of $0 and $212,848, respectively		15,357			1,301,212
Current portion of notes payable – related parties		112,835			1,389,923
Notes payable, current		-			-
Due to related party		15,401			32,452
Current liabilities of discontinued operations		-			487,454
Total current liabilities		37,427,946			11,285,663
Operating leases liabilities –net of current portion		-			58,713
Convertible notes payable – related parties, net of current portion, net of debt discount of $95,089 and $366,666, respectively		207,183			1,161,495
Notes payable, net of current portion		166,061			595,879
Notes payable – related parties, net of current portion		2,500,000			1,403,756
Warrant liability		468,612,700			-

Total liabilities	$	508,913,890		$	14,505,506
Commitments and Contingencies (Note 12)					-

Stockholders’ equity
Preferred stock, $0.001 par value, 30,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively	$	-		$	-
Series B Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 0 and 764,618 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		-			765
Common stock, $0.001 par value, 250,000,000 shares authorized 107,021,381 and 14,471,403 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		107,021			14,471
Additional paid-in-capital		617,952,342			39,050,260
Accumulated deficit		(812,250,328	)		(23,648,898	)
Total stockholders’ (deficit) equity attributable to Vinco Ventures, Inc.		(194,190,965	)		15,416,598
Noncontrolling interests		22,191,759			(1,893,897	)
Total stockholders’ equity		(171,999,206	)		13,522,701
Total liabilities and stockholders’ equity	$	336,914,684		$	28,028,207


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2021 (Unaudited)			2020 (Unaudited)			2021 (Unaudited)			2020 (Unaudited)
Revenues, net	$	2,231,986		$	2,522,141		$	7,488,959		$	9,649,469
Cost of revenues		1,531,840			1,505,234			4,906,410			6,873,889
Gross profit		700,146			1,016,907			2,582,549			2,775,580

Operating expenses:
Selling, general and administrative		25,869,419			2,617,961			43,471,951			8,185,477
Operating loss		(25,169,273	)		(1,601,054	)		(40,889,402	)		(5,409,897	)

Other (expense) income:
Rental income		17,136			25,704			71,543			77,111
Interest expense		(27,012,312	)		(1,004,627	)		(42,422,726	)		(2,575,738	)
Loss on issuance of warrants		(206,948,147	)		-			(415,803,862	)		-
Change in fair value of warrant liability		(287,117,556	)		-			(287,891,003	)		-
Change in fair value of short-term investment		(614,000	)		-			(736,000	)		-
Loss on disposal of interest in joint venture		-			-			(301,645	)		-
Other income		649,009			-			649,009			-
Total other (expense) income		(521,025,870	)		(978,923	)		(746,434,684	)		2,498,627
Loss before income taxes		(546,195,143	)		(2,579,977	)		(787,324,086	)		(7,908,524	)
Income tax expense		-			-			-			-
Net loss from continuing operations	$	(546,195,143	)	$	(2,579,977	)	$	(787,324,086	)	$	(7,908,524	)
Net loss attributable to noncontrolling interests		(3,885,333	)		(37,439	)		(3,834,756	)		(15,198	)
Net loss from continuing operations attributable to Vinco Ventures, Inc.		(542,309,810	)		(2,542,538	)		(783,489,330	)		(7,893,326	)
Net income (loss) from discontinued operations		(153,320	)		(291,506	)		(5,112,100	)		4,704,394
Provision for income taxes for discontinued operations		-			-			-			-
Net loss attributable to Vinco Ventures, Inc.	$	(542,463,130	)	$	(2,834,044	)	$	(788,601,430	)	$	(3,188,932	)
Net loss per share:
Net loss per share - basic	$	(7.59	)	$	(0.30	)	$	(18.63	)	$	(0.29	)
Net loss per share - diluted	$	(7.59	)	$	(0.30	)	$	(18.63	)	$	(0.29	)
Weighted average number of common shares outstanding – basic and diluted		71,516,431			9,324,023			42,326,468			10,853,242


	For the Three Months Ended March 31,
	2022			2021
Revenues
Product sales	$	3,757,552		$	2,153,306
Digital advertising and media sales		7,726,369			350,566
Licensing revenues		50,898			61,290
Total revenue, net		11,534,819			2,565,162

Cost of revenues
Packaging products		3,156,993			1,393,063
Digital advertising and media sales		7,776,663			260,318
Total costs of revenue		10,933,656			1,653,381
Gross profit		601,163			911,781

Operating expenses:
Selling, general and administrative		26,798,107			11,660,880
Total Operating Expenses		26,798,107			11,660,880
Operating loss		(26,196,944	)		(10,749,099	)

Other income (expense):
Interest income (expense)		(22,427,461	)		(12,694,933	)
Loss on issuance of warrants		(243,681,478	)		(75,156,534	)
Change in fair value of warrant liability		(86,948,858	)		36,381,542
Other income (loss)		149,594			(44,296	)
Total other income (expense)		(352,908,203	)		(51,514,221	)
Loss before income taxes		(379,105,147	)		(62,263,320	)
Income tax expense		-			-
Net loss	$	(379,105,147	)	$	(62,263,320	)
Net (loss) income attributable to noncontrolling interests	$	(6,157,190	)	$	28,034
Net loss attributable to Vinco Ventures, Inc. from continuing operations	$	(372,947,957	)	$	(62,291,354	)
Net Loss from discontinued operations		-			(178,200	)

Net loss attributable to Vinco Ventures, Inc.		(372,947,957	)		(62,469,554	)
Net loss per share- basic and diluted
Net loss per share- continuing operations	$	(3.05	)	$	(3.27	)
Net loss per share- discontinued operations		-			(0.01	)
Net loss per share	$	(3.05	)	$	(3.28	)
Weighted Average Number of Common Shares Outstanding -basic and diluted		122,176,851			19,055,006


	For the nine months ended September 30, 2021 and 2020:
	Preferred stock						Common Stock						Additional Paid-in			Accumulated			Noncontrolling			Total Stockholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Interest			Equity

Balance, January 1, 2021		764,618			765			14,471,403		$	14,471		$	39,050,260		$	(23,648,898	)	$	(1,893,897	)	$	13,522,701
Issuance of common stock to noteholders		-			-			303,483			304			422,368			-			-			422,672
Return of common stock from noteholder held as collateral
Return of common stock from noteholder held as collateral, shares
Issuance of common stock for divestiture
Issuance of common stock for divestiture, shares
Issuance of warrants- noteholders
Divestiture of Cloud B
Distributions
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC, shares
Conversion option
Conversion option, shares
Issuance of common stock to investors		-			-			2,507,194			2,507			6,052,493			-			-			6,055,000
Issuance of common stock to consultants		-			-			1,819,272			1,819			3,198,375			-			-			3,200,194
Issuance of common stock to employees		-			-			2,891,227			2,891			3,289,299			-			-			3,292,190
Issuance of common stock upon exercise of warrants		-			-			69,212,800			69,213			180,272,201			-			-			180,341,414
Offering costs – exercise of warrants		-			-			-			-			(12,380,315	)		-			-			(12,380,315	)
Conversion under notes payable		-			-			11,551,384			11,551			32,418,206			-			-			32,429,757
Exercise of warrant liabilities		-			-			-			-			338,020,680			-			-			338,020,680
Stock-based compensation								-			-			10,077,275			-			479,161			10,556,436
Issuance of common stock – acquisitions		-			-			3,500,000			3,500			10,131,500			-			-			10,135,000
Conversion of preferred stock to common		(764,618	)		(765	)		764,618			765			-			-			-			-
Shares reserved for future issuance of common stock as consideration for the Emmersive asset acquisition		-			-			-			-			7,400,000			-			-			7,400,000
Noncontrolling interest																				27,441,251			27,441,251
Net loss		-			-			-			-			-			(788,601,430	)		(3,834,756	)		(792,436,186	)
Balance, September 30, 2021 (Unaudited)		-		$	-			107,021,381		$	107,021		$	617,952,342		$	(812,250,328	)	$	22,191,759		$	(171,999,206	)

Balance, January 1, 2020		-			-			8,015,756		$	8,016		$	26,259,576		$	(18,495,462	)	$	(317,698	)	$	7,454,432
Issuance of common stock to note holders		-			-			1,202,666			1,202			2,291,662			-			-			2,292,864
Return of common stock from noteholder held as collateral		-			-			(153,005	)		(153	)		153			-			-			-
Issuance of common stock for divestiture		-			-			150,000			150			404,850			-			-			405,000
Issuance of common stock to consultants		-			-			1,237,874			1,238			1,754,142			-			-			1,755,380
Stock-based compensation		-			-			-			-			681,306			-			-			681,306
Issuance of common stock to employees and directors		-			-			150,000			150			319,350			-			-			319,500
Conversion option		-			-			990,000			990			(990	)		-			-			-
Issuance of common stock for Global Clean Solutions, LLC acquisition		-			-			300,000			300			698,700			-			-			699,000
Issuance of warrants- noteholders		-			-			-			-			1,018,953			-			-			1,018,953
Divestiture of Cloud B		-			-			-			-			-			-			(26,392	)		(26,392	)
Distributions		-			-			-			-			-			-			(770,931	)		(770,931	)
Net loss		-			-			-			-			-			(3,188,932	)		(15,198	)		(3,204,130	)
Balance, September 30, 2020 (Unaudited)		-		$	-			11,893,291		$	11,893		$	33,427,702		$	(21,684,394	)	$	(1,130,219	)	$	10,624,982

	For the three months ended September 30, 2021 and 2020:
	Preferred stock				Common Stock				Additional Paid-in			Accumulated			Noncontrolling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Equity

Balance, June 30, 2021 (Unaudited)		-		-		59,927,241	$	59,927	$	244,026,879		$	(269,787,198	)	$	(1,843,320	)	$	(27,543,712	)
Issuance of common stock to investors		-		-		1,007,194		1,007		2,798,993			-			-			2,800,000
Issuance of common stock to consultants		-		-		425,000		425		1,163,434			-			-			1,163,859
Issuance of common stock to employees		-		-		30,000		30		(30	)		-			-			-
Issuance of common stock upon exercise of warrants		-		-		37,469,814		37,470		92,518,525			-			-			92,555,995
Offering costs – exercise of warrants		-		-		-		-		(5,001,251	)		-			-			(5,001,251	)
Conversions under notes payable		-		-		5,412,132		5,412		20,175,838			-			-			20,181,250
Conversion of preferred stock into common stock		-		-		-		-		-			-			-			-
Exercise of warrant liabilities		-		-		-		-		248,366,633			-			-			248,366,633
Issuance of common stock – acquisitions		-		-		2,750,000		2,750		8,879,750			-			-			8,882,500
Stock-based compensation		-		-		-		-		5,023,571			-			479,161			5,502,732
Noncontrolling interest		-		-		-		-		-			-			27,441,251			27,441,251
Net loss		-		-		-		-		-			(542,463,130	)		(3,885,333	)		(546,348,463	)
Balance, September 30, 2021 (Unaudited)		-	$	-		107,021,381	$	107,021	$	617,952,342		$	(812,250,328	)	$	22,191,759		$	(171,999,206	)

Balance, June 30, 2020 (Unaudited)		-	$	-		9,618,401	$	9,618	$	30,802,083		$	(18,850,350	)	$	(1,020,849	)	$	10,940,502
Issuance of common stock to note holders		-		-		763,266		763		1,502,087			-			-			1,502,850
Issuance of common stock to employees		-		-		150,000		150		319,350			-			-			319,500
Issuance of common stock to consultants		-		-		371,624		372		1,192,246			-			-			1,192,618
Stock-based compensation		-		-		-		-		(387,074	)		-			-			(387,074	)
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC		-		-		990,000		990		(990	)		-			-			-
Distributions		-		-		-		-		-			-			(71,931	)		(71,931	)
Net loss		-		-		-		-		-			(2,834,044	)		(37,439	)		(2,871,483	)
Balance, September 30, 2020 (Unaudited)		-		-		11,893,291		11,893		33,427,702			(21,684,394	)		(1,130,219	)		10,624,982

												Retained
	Preferred Stock				Common Stock				Additional Paid-in			Earnings Accumulated			Non-controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			(Deficit)			Interest			Equity

Balance, January 1, 2021		764,618		765		14,471,403		14,471		39,050,260			(23,648,898	)		(1,893,897	)		13,522,701
Sale of common stock - investors		-		-		1,500,000		1,500		3,253,500			-			-			3,255,000
Issuance of common stock - note holders		-		-		5,877,908		5,878		11,510,814			-			-			11,516,692
Issuance of common stock - consultants		-		-		943,000		943		2,035,392			-			-			2,036,335
Issuance of common stock - employees		-		-		1,262,872		1,263		3,290,927			-			-			3,292,190
Issuance of common stock upon exercise of warrants		-		-		880,798		881		1,689,723			-			-			1,690,604
Exercise of warrant liabilities		-		-		-		-		259,427			-			-			259,427
Issuance of common stock for acquisition		-		-		750,000		750		1,251,750			-			-			1,252,500
Share-based compensation						-		-		3,660,436			-			-			3,660,436
Net income		-		-		-		-		-			(62,469,354	)		28,034			(62,441,320	)
Balance, March 31, 2021		764,618		765		25,685,981		25,686		66,002,229			(86,118,252	)		(1,865,863	)		(21,955,435	)

Balance, January 1, 2022		-		-		150,118,024		150,118		850,096,635			(736,821,840	)		20,262,129			133,687,042
Issuance of common stock - exercise of warrants		-		-		36,934,569		36,895		110,992,598			-			-			111,029,493
Conversions under notes payable						1,000,000		1,000		2,179,000									2,180,000
Offering costs upon exercise of warrants		-		-		-		-		(9,992,654	)		-			-			(9,992,654	)
Issuance of common stock - consultants								40		(40	)								-
Share-based compensation		-		-		-		-		102,563			-			1,040,882			1,143,445
Exercise of warrant liabilities		-		-		-		-		100,029,044			-			-			100,029,044
Net income		-		-		-		-		-			(372,947,957	)		(6,157,190	)		(379,105,147	)

Balance, March 31, 2022		-	$	-		188,052,593	$	188,053	$	1,053,407,146		$	(1,109,769,797	)	$	15,145,821		$	(41,028,777	)


	Nine Months Ended September 30,
	2021 (Unaudited)			2020 (Unaudited)
Cash Flow from Operating Activities
Net loss from continuing operations attributable to Vinco Ventures, Inc.	$	(783,489,330	)	$	(7,893,326	)
Net income attributable to noncontrolling interests		(3,834,756	)		(15,198	)
Net loss from continuing operations		(787,324,086	)		(7,908,524	)
Adjustments to reconcile net (income) loss to net cash used in operating activities:
Discontinued operations		(5,112,100	)		4,704,394
Depreciation and amortization		5,013,544			938,844
Amortization of financing costs		42,324,603			2,015,422
Stock-based compensation		16,829,359			2,765,022
Amortization of right of use asset		80,333			226,167
Gain on debt extinguishment		(852,352	)		-
Loss (gain) on divestiture		4,130,580			(4,911,760	)
Loss on disposal of joint venture		304,643			-
Change in fair value of short-term investments		736,000			-
Loss on issuance of warrants		415,803,862			-
Change in fair value of warrant liability		287,891,003			-
Changes in assets and liabilities:
Accounts receivable		(591,061	)		(1,037,432	)
Inventory		232,213			(146,126	)
Prepaid expenses and other current assets		(2,835,791	)		(612,276	)
Accounts payable		2,027,185			(367,355	)
Accrued expenses and other current liabilities		(356,941	)		1,237,169
Operating lease liabilities		(80,582	)		(219,608	)
Due from related party		(17,050	)		4,753
Net cash used in operating activities		(21,796,639	)		(3,311,310	)

Cash Flows from Investing Activities
Purchase of property and equipment		(281,164	)		(193,429	)
Cash received from sale of assets of CBAV 1, LLC		2,529,565			-
Acquisition, net of cash received		(90,761,200	)		-
Funding of loan receivable		(20,150,000	)		-
Net cash used in investing activities		(108,662,799	)		(193,429	)

Cash Flows from Financing Activities
Borrowings under line of credit		-			1,144,100
Borrowings under convertible notes payable		122,000,000			1,660,000
Borrowings under notes payable		73,000			1,739,852
Repayments under lines of credit		(379,333	)		-
Repayments under notes payable		(1,143,318	)		(947,127	)
Repayments under convertible notes payable		(1,498,462	)		-
Repayments under notes payable- related parties		(2,714,677	)		(14,508	)
Fees paid for financing costs		(10,205,678	)		(33,762	)
Distributions		-			(71,931	)
Net proceeds from issuance of common stock		6,055,000			-
Net proceeds from exercise of warrants		167,961,099			-
Net cash provided by financing activities		280,147,631			3,476,624
Net increase (decrease) in cash and cash equivalents, and restricted cash		149,688,193			(28,115	)
Cash and cash equivalents, and restricted cash – beginning of period		249,356			412,719
Cash and cash equivalents, and restricted cash - end of period	$	149,937,549			384,604

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	976,282		$	239,682
Income taxes	$	-		$	235,725
Noncash investing and financing activity:
Shares issued to note holders	$	422,672		$	2,292,864
Shares issued to holder of line of credit	$	1,178,750		$	-
Shares issued for the divestiture of Cloud B, Inc.	$	-		$	405,000
Shares issued for the acquisition of Lomotif Private Limited	$	10,135,000		$	-
Conversions under notes payable	$	31,251,007		$	1,524,000
Issuance of warrants to note holders	$	102,938,515		$	1,018,953
Shares reserved for EVNT, LLC	$	7,400,000		$	-
Distribution for issuance of shares to noncontrolling interest members of Global Clean Solutions, LLC	$	-		$	699,000

	AdRizer
Cash paid	$	37,936,323
Fair value of deferred acquisition price		23,250,000
Purchase consideration	$	61,186,323

	AdRizer
Cash and cash equivalents	$	3,085,747
Accounts receivable		5,564,539
Other current assets		822,311
Property and equipment		191,654
Intangible assets, including goodwill		58,864,751
Total assets acquired		68,529,002

Accounts payable and accrued expenses		7,342,678
Total liabilities assumed		7,342,678
	$	61,186,323

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2021			2020			2021			2020
Region:
North America		100	%		79	%		100	%		89	%
Europe		0*	%		17	%		0*	%		10	%


	For the Three Months
	Ended March 31,
	2022			2021
	(Unaudited)			(Unaudited)
Revenues, net		14,732,998			11,767,354
Net loss attributable to Vinco Ventures, Inc.		(372,965,693	)		(62,374,954	)

	April 17, 2021

Fair value of shares reserved for future issuance and earn out shares	$	7,400,000
Fair value of assumed notes payable		151,987
Total		7,551,987

	April 21, 2021
Cash received from buyer		2,529,565

Accounts receivable		(293,005	)
Inventory		(665,522	)
Prepaid expenses		(160,666	)
Intangible assets		(5,540,952	)
Loss on divestiture		4,130,580
Operating loss of discontinued operations		178,200
Bankruptcy costs		803,320
Loss on discontinued operations		5,112,100

		March 31, 2022		December 31, 2021
	March 31, 2022		December 31, 2021

Assets
Current assets:
Cash and cash equivalents	$	6,183,563	$	1,856,017
Prepaid expenses and other current assets		1,824,684		2,388,893
Other Investments		109,765,000		-
Due from Related Party		11,400,584		15,997,803
Loan Interest Receivable		366,355		-
Total current assets		129,540,186		20,242,713
Loan Held-for-Investment		3,100,000		3,100,000
Loan Held-for-Investment, related parties		18,000,000		11,500,000
Property and Equipment, net		189,028		147,519
Intangible assets, net		27,047,962		28,150,048
Goodwill		116,188,021		116,188,021
Cost Method Investments		1,500,000		1,000,000
Total assets	$	295,565,197	$	180,328,301

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	575,420	$	686,674
Accrued expenses and other current liabilities		1,597,397		1,672,492
Total current liabilities		2,172,817		2,359,166
Intercompany		44,681,303		-
Notes Payable		4,563,879		2,650,000
Total liabilities	$	58,091,392	$	5,324,832


	For the Three Months Ended March 31,
	2022			2021
Revenues, net	$	-		$	214,394
Cost of revenues		-			84,155
Gross profit		-			130,239

Operating expenses:
Selling, general and administrative		10,971,969			100,421
Operating (loss) income		(10,971,969	)		29,818

Other (expense) income:
Interest expense		(2,212	)		26,250
Other income		88,569
Total other (expense) income		(86,357	)		56,068
Loss before income taxes		(10,885,612	)		56,068
Income tax expense		-			-
Net loss	$	(10,885,612	)	$	56,068

	March 31, 2022			December 31, 2021
Jupiter Wellness, Inc. (JUPW)	$	1,040,000		$	1,040,000
Unrealized losses		(820,000	)		(862,000	)
Total short-term investments	$	220,000		$	178,000

	March 31, 2022			December 31, 2021
Buildings – rental property	$	-		$	-
Building improvements		800,746			800,746
Equipment and machinery		4,821,194			4,779,685
Furniture and fixtures		473,459			388,637
Computer software		501,340			147,792
Molds		79,300			79,300
Vehicles		533,867			533,867
Leasehold Improvements		415,864			-
Property, plant and equipment, gross		7,625,770			6,730,027
Less: accumulated depreciation		(5,840,544	)		(5,353,276	)
Total property and equipment, net	$	1,785,226		$	1,376,751

	March 31, 2022		December 31, 2021
Loans held-for-investment:
PZAJ Holdings, LLC ⁽ⁱ⁾	$	4,600,000	$	3,950,000
Carlin Haynes, LLC ⁽ⁱⁱ⁾	$	750,000	$	250,000
Total loans held-for-investment	$	5,350,000	$	4,200,000

(i)	PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif.
(i)	PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. The interest rate on the notes is 2% per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest.

	The interest rate on the notes is 2% per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest.

(ii)	On August 5, 2021, the Company loaned $250,000to Carlin Haynes, LLC, dba TMX. The interest rate on the note is 6% per annum. The maturity date of the loan is August 5, 2023. The purpose of the loan is to engage in the creation and distribution of digital media content. In the event that Carlin Haynes, LLC issues and sells units of preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to Carlin Haynes, LLC of at least $1,000,000, excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the note issued to the Company (the “TMX Note”), in accordance with their respective terms and the TMX Note has not been paid in full, then the outstanding principal balance of the TMX Note and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of limited liability company membership units/interests of Carlin Haynes LLC equal to the outstanding principal balance of the TMX Note and all accrued and unpaid interest due on the TMX Note on the date of conversion, divided by 80% of the price per unit paid by the investors to purchase the new securities in the qualified financing.

	March 31, 2022		December 31, 2021
Loans held-for-investment – related parties:
Zash Global Media and Entertainment Corporation ⁽ⁱⁱⁱ⁾		15,000,000		15,000,000
Magnifi U ^(iv)		1,500,000		1,500,000
Wattum Management ^(v)		4,000,000		4,000,000
Total loans held-for-investment – related parties	$	20,500,000	$	20,500,000

(iii)	ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content. As of March 31, 2022, the Company has loaned $15,000,000 to ZASH under multiple financings. The interest rate on the notes is 6% per annum. The loans are due in 2023. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. In the event that ZASH issues and sells preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to ZASH of at least $1,000,000, excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the notes issued to the Company (the “ZASH Notes”), in accordance with their respective terms and the ZASH Notes have not been paid in full, then the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of preferred equity securities of ZASH equal to the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest due on the ZASH Notes on the date of conversion, divided by 80% of the price per share paid by the investors to purchase the new securities in the qualified financing.

(iv)	On October 12, 2021, the Company loaned $1,500,000 to Magnifi U. The interest rate on the note is 3% per annum. The maturity date of the loan is October 12, 2023. The purpose of the loan is to engage in the creation and distribution of digital media content.

(v)	On October 14, 2021, the Company loaned $4,000,000 to Wattum Management, Inc. The interest rate on the note is 5% per annum. The maturity date of the loan is October 12, 2026. The purpose of the loan is to engage in the sale of crypto mining equipment.

	March 31,		December 31,
	2022		2021
Hyperreal Digital, Inc.	$	1,000,000	$	1,000,000
Total cost-method investments	$	1,000,000	$	1,000,000

	Fair Value Measurements as of September 30, 2021						Fair Value Measurements as of March 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets:
Short-term investments	$	282,000	$	-	$	-	$	210,000	$	-	$	-

Liabilities:
Warrant liability		-		-		468,612,700		-		-		429,023,674
Total		282,000		-		468,612,700		210,000		-		429,023,674

	Fair Value Measurements as of December 31, 2020						Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets:
Short-term investments	$	282,000	$	-	$	-	$	178,000	$	-	$	-

Liabilities:
Warrant liability								-		-		198,566,170
Total		282,000		-		-		178,000		-		198,566,170

	Warrant Liability (Level 3)
Balance, December 31, 2020	$	-
Issuance of warrants		518,742,375
Change in fair value		287,891,005
Exercise of warrants		(338,020,680	)
Balance, September 30, 2021	$	468,612,700

	September 30,		September 30,
	2021		2020
Selling Agent Warrants		-		160,492
Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT, LLC		1,000,000		-
Placement Agent Warrants		6,291,604		-
Options		80,000		80,000
Convertible shares under notes payable		30,060,454		558,803
Warrants for noteholders		86,529,254		625,000
Warrants for investors		1,007,194		-
Restricted stock units		-		120,000
Series B Convertible Stock		-		-
Shares to be issued		1,150,796		165,000
Total	$	126,119,302	$	1,709,295

	Lomotif
Cash paid	$	92,000,000
Fair value of issued shares		8,882,500
Issuance of debt selling shareholder()		8,000,000
Fair value of conversion feature to selling shareholder*		882,500
Purchase consideration	$	109,765,000

	Lomotif
Cash and cash equivalents	$	1,238,800
Prepaid expenses and other current assets		247,458
Property and equipment		91,007
Intangible assets		143,237,848
Total assets acquired		144,815,113

Debt		5,567,794
Accounts payable		706,531
Accrued expenses and other liabilities		1,334,538
Total liabilities assumed		7,608,863
Noncontrolling interest		(27,441,250	)

Total assets acquired, net		109,765,000

	~~April 21,~~ ~~2021~~
~~Cash received from buyer~~		~~2,529,565~~

~~Accounts receivable~~		~~(293,005~~	)
~~Inventory~~		~~(665,522~~	)
~~Prepaid expenses~~		~~(160,666~~	)
~~Intangible assets~~		~~(5,540,952~~	)
~~Loss on divestiture~~		~~4,130,580~~
~~Operating loss of discontinued operations~~		~~178,200~~
~~Bankruptcy costs~~		~~803,320~~
~~Loss on discontinued operations~~		~~5,112,100~~

	February 17, 2020
Accounts payable		4,005,605
Accrued Expenses		370,289
Income Tax Payable		14,473
Notes Payable		900,000
Non-Controlling Interest		26,393
Shares to be issued to Buyer		(405,000	)
Gain on divestiture	$	4,911,760