UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant [X]☒

Filed by a Party other than the Registrant [  ]

☐

Check the appropriate box:

VINCO VENTURES, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1 West Broad Street, Suite 1004,

Bethlehem, Pennsylvania 18018

(866) 900-0992

 

September 20, 2021

September 11, 2020

Dear Stockholder,Stockholder:

 

We would like to extend a personal invitation for you to join us at the 20202021 Annual Meeting of Stockholders which will be held on Thursday, October 21, 2020,14, 2021, at 09:9:30 a.m. Eastern Time at Bear Creek Mountain Resort located at 101 Doe Mountain Lane, Macungie, Pennsylvania 18062.The Del Monte Lodge Renaissance Rochester Hotel & Spa, 41 N. Main St., Pittsford, New York 14534.

 

Your attention is directed to the Notice of Annual Meeting of Stockholders and Proxy Statement enclosed with this letter which describes the formal business to be transacted at the meeting. If you would like another copy of this Proxy Statement, please send your request to: Brett Vroman, Corporate Secretary, 1 West Broad Street, Suite 1004,, Bethlehem, Pennsylvania, 18018, Attn: Kevin J. Ferguson, Corporate Secretary.18018. It is also available on the Internet at https://investors.edisonnation.com.investors.vincoventures.com. Following the meeting, we will discuss the status of our business and answer appropriate questions.

 

At this year’s Annual Meeting, the agenda includes: (1) the election of the five (5) directors named in the accompanying Proxy Statement; and (2) a proposal to ratify the appointment of our independent registered public accounting firm. firm; (3) a proposal to approve the Vinco Ventures, Inc. 2021 Equity Incentive Plan; and (4) a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the following issuances in connection with the conversion or exercise of: (i) Warrants issued on June 4, 2021 to purchase up to 27,821,829 shares at an exercise price of $3.30 per share; (ii) a $120,000,000 principal amount of a Senior Secured Convertible Note convertible into 30,000,000 shares at a conversion price of $4.00 per share; (iii) warrants issued on July 22, 2021 to purchase up to 32,697,548 shares at an exercise price of $4.00 per share; (iv) warrants issued on July 23, 2021 to purchase up to 1,007,194 shares at an exercise price of $2.78 per share; (v) Series A Warrants issued on August 18, 2021 to purchase up to 20,500,000 shares at $2.655 per share, including adjustments to the exercise price as set forth in Section 2(b) thereof; (vi) Series B Warrants issued on August 18, 2021 to purchase up to 2,000,000 shares at $2.655 per share, including adjustments to the exercise price as set forth in Section 2(b) thereof and an Alternate Cashless Exercise as set forth in Section 1(d)(2) thereof; (vii) Series A Warrants issued on September 1, 2021 to purchase up to 20,000,000 shares at $9.00 per share, including adjustments to the exercise price as set forth in Section 2(b) thereof, (viii) Series B Warrants issued on September 1, 2021 to purchase up to 2,000,000 shares at $9.00 per share, including adjustments to the exercise price as set forth in Section 2(b) thereof and an Alternate Cashless Exercise as set forth in Section 1(d)(2) thereof, in each case of clauses (i) through (viii), without limitation and subject to any adjustment as set forth therein without any floor to the conversion price or exercise price, including any voluntary adjustments to the exercise price that we may elect to make pursuant to Section 2(e) of each of the foregoing warrants and any voluntary adjustment to the conversion price of the Senior Secured Convertible Note pursuant to Section 7(c) thereof; (ix) July 22, 2021 Warrants for the purchase of up to 2,615,804 shares at an exercise price of $2.655 per share issued to the placement agent in connection with the July 22, 2021 Warrants; (x) August 18, 2021 Warrants issued to the placement agent for the purchase of up to 1,640,000 shares at an exercise price of $2.655 per share issued to the placement agent in connection with the placement of the August Series A Warrants; (xi) August 18, 2021 Warrants for the purchase of up to 160,000 shares at an exercise price of $2.655 per share issued to the placement agent in connection with the placement of the August Series B Warrants; (xii) September 1, 2021 Warrants for the purchase of up to 1,600,000 shares at an exercise price of $9.00 per share issued to the placement agent in connection with the placement of the September Series A Warrants; and (xiii) September 1, 2021 Warrants for the purchase of up to 160,000 shares at an exercise price of $9.00 per share issued to the placement agent in connection with the placement of the September Series B Warrants.

The Board of Directors recommends that you vote FOR the electioneach of the five (5) directors named in the accompanying Proxy Statement, and FOR the ratification of the appointment of our independent registered public accounting firm.four proposals noted above.

 

It is important that your shares be represented and voted at the Annual Meeting, regardless of the size of your holdings. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. You may vote by completing, signing, dating and returning the Proxy Card that accompanies these printed materials. Submitting your vote by Proxy Card will not affect your right to vote in person if you decide to attend the meeting.

 

We look forward to seeing you at the 20202021 Annual Meeting of Stockholders.Stockholder.

 

	Sincerely,
	Christopher B. Ferguson
	Christopher B. Ferguson
	Chief Executive Officer

VINCO VENTURES, INC.

1 West Broad Street, Suite 1004,

Bethlehem, Pennsylvania 18018

(866) 900-0992

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are hereby invited to attend the 2020To Be Held October 14, 2021

The Annual Meeting of Stockholders of Edison Nation, Inc.will be held on Thursday, October 14, 2021, at 9:30 a.m. Eastern Time, at The Del Monte Lodge Renaissance Rochester Hotel & Spa. 41 N. Main St., Pittsford, NY 14534.

Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Annual Meeting.

The Board of Directors has fixed the close of business on September 15, 2021, as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of shares of our common stock on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at our offices during regular business hours for the ten (10) calendar days prior to the Annual Meeting and online during the Annual Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT

If your shares are registered in your name, even if you plan to attend the Annual Meeting or any postponement or adjournment of the Annual Meeting, we request that you complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Proxy Statement to ensure that your shares will be represented at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote during the meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

September 11, 2020

1 West Broad Street, Suite 1004

Bethlehem, PA 18018

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on October 21, 2020:

This Proxy Statement, the Proxy Card, and the Annual Report on Form 10-K

are available at https://investors.edisonnation.com

TABLE OF CONTENTS

PROXY STATEMENT

2020 2021 ANNUAL MEETING OF STOCKHOLDERS

EDISON NATION,VINCO VENTURES, INC.

1 West Broad Street, Suite 1004,

Bethlehem, Pennsylvania 18018

(866) 536-0943900-0992

Important Notice Regarding the Availability of Proxy MaterialsPROXY STATEMENT

FOR

for the Annual Meeting of Stockholders to be held onANNUAL MEETING OF STOCKHOLDERS

To Be Held October 21, 2020:14, 2021

This Proxy Statement, the Proxy Card, and the Annual Report on Form 10-K

are available at https://investors.edisonnation.com

This Definitive Proxy Statement (this “Proxy Statement”) is furnished by Edison Nation, Inc., a Nevada corporation, on behalf of its Board of Directors (the “Board”) for use at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and the accompanying Proxy Card are first being mailed to stockholders on or about September 15, 2020.

Unless the context indicates otherwise allrequires, references in this Proxy Statement to “we,” “us,” “our,” “the Company” and “Edison Nation”Company,” “Vinco Ventures” or “Vinco” refer to Edison Nation,Vinco Ventures, Inc., a Nevada corporation, and its subsidiaries.consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.001 per share.

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Vinco Ventures, Inc. to be voted at the 2021 annual meeting of stockholders of the Company (the “Annual Meeting”) to be held on Thursday, October 14, 2021, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This Proxy Statement and accompanying form of proxy are dated September 20, 2021 and are expected to be first sent or given to stockholders on or about September 22, 2021.

The executive offices of the Company are located at, and the mailing address of the Company is 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018.

IMPORTANT MEETING AND VOTING INFORMATIONNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

What is this document?FOR THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 14, 2021:

This document is the Proxy Statement of Edison Nation,Vinco Ventures, Inc. for the 20202021 Annual Meeting of Stockholders, or the “Annual Meeting,” to be held on October 21, 2020,14, 2021, at 09:9:30 a.m. Eastern Time at Bear Creek Mountain Resort located at 101 Doe Mountain Lane, Macungie, Pennsylvania 18062.The Del Monte Lodge Renaissance Rochester Hotel & Spa, 41 N. Main St., Pittsford, NY 14534. This document and the enclosed Proxy Card are first being mailed or given to stockholders on or about September 15, 2020.22, 2021.

Why am I receiving this Proxy Statement?ABOUT THE ANNUAL MEETING

You are receiving this Proxy Statement because you were one of our stockholders of record on September 4, 2020, the record date for the Annual Meeting. We are sending this Proxy Statement and the form of Proxy Card to solicit your proxy to vote upon certain matters at the Annual Meeting.

What is a proxy?

ItA proxy is your legal designation of another person called a “proxy,”that you legally designate to vote the stockyour stock. If you own. The document that designatesdesignate someone as your proxy in a written document, that document is also called a proxy,“proxy” or a “Proxy Card.“proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your shares during the Annual Meeting.

What is a proxy statement?

WhoA proxy statement is payinga document that regulations of the costsSEC require that we give to prepare this Proxy Statement and solicit my proxy?

We will pay all expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement and the form of Proxy Card.

Who is asking for my vote?

The Company’s Board is soliciting the enclosedyou when we ask you to sign a proxy for its usecard to vote your stock at the Annual Meeting.

When and whereWhat is the purpose of the Annual Meeting?

TheAt our Annual Meeting, stockholders will be held on October 21, 2020, at 09:30 a.m. Eastern Time at Bear Creek Mountain Resort located at 101 Doe Mountain Lane, Macungie, Pennsylvania 18062. If you wish to attendact upon the Annual Meeting, you must bring photo identification. If you hold your shares through a bank, broker or other agent, you must also bring proof of your ownership of your shares, such asmatters outlined in the voting instruction form or an account statement from your broker, bank or other agent. Without proof of ownership, you may not be allowed to attendNotice, which include the meeting.

What am I being asked to vote on?

There are two proposals scheduled for a vote at the Annual Meeting:following:

AsWhat should I do if I receive more than one set of voting materials?

You may receive more than one copy of the date ofproxy materials, this Proxy Statement weand the proxy card or voting instruction card. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are not awarea stockholder of any other mattersrecord and hold shares in a brokerage account, you will receive a copy of the proxy materials and a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please follow the separate voting instructions that will be presentedyou received for considerationyour shares of common stock held in each of your different accounts to ensure that all of your shares are voted.

What is the record date and what does it mean?

The record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting.

How doesMeeting is the Board recommend that I vote?

The Board recommends that you vote “FOR”close of business on September 15, 2021 (the “Record Date”). On the electionRecord Date, 97,278,709 shares of each of the five (5) director nominees named herein, each to serve until the 2021 Annual Meeting of Stockholderscommon stock were issued and “FOR” the ratification and appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.outstanding.

Who is entitled to vote at the Annual Meeting?

Only stockholdersHolders of recordcommon stock at the close of business on the record date, September 4, 2020 (the “Record Date”), are entitled to receive notice of and to may vote at the Annual Meeting or any postponement or adjournment thereof.Meeting.

What are the voting rights of the stockholders?

How many shares mustEach holder of common stock is entitled to one vote per share of common stock on each matter to be present to constitute a quorum foracted upon at the Annual Meeting?Meeting. Our Second Amended and Restated Bylaws prohibits cumulative voting rights.

A quorumThe holders of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the stock issued and outstanding sharesand entitled to vote are representedthereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting, or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with Nevada Agency & Transfer Company, the Company’s stock transfer agent and registrar, you are considered the stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions the nominee included in the mailing or by following such nominee’s instructions for voting.

What is a broker non-vote?

Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the New York Stock Exchange (the “NYSE”) that govern how brokers may vote shares for which they have not received voting instructions from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on “routine” matters when voting instructions have not been timely received from a beneficial owner. Proposal 2 is considered a “routine matter.” Therefore, if you do not provide voting instructions to your broker regarding such proposal, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposal. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1, Proposal 3, and Proposal 4.

What if I attend the Annual Meeting and abstain or any adjournment or postponement thereof. Asdo not vote?

For purposes of the closeAnnual Meeting, an abstention occurs when a stockholder attends the meeting and does not vote or returns a proxy with an “abstain” vote. If you are a stockholder that attends the Annual Meeting and fails to vote on any proposal presented at such meeting, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

What is Nasdaq Listing Rule 5635(d)?

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of business on September 4, 2020 there were 11,713,291common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of: (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock outstanding and entitled to vote. No shares of preferredbe issued is or other capital stock were outstanding as of September 4, 2020. If there is no quorum, any officer entitledmay be equal to preside at20% or to act as secretarymore of the Annual Meeting may adjourncommon stock, or 20% or more of the meeting until a later date.

Your shares will be counted towardsvoting power, outstanding before the quorum requirement if you vote in person at the Annual Meeting or if you submit a valid proxy or one is submitted on your behalf by your broker, bank or other agent. For purposes of determining the presence of a quorum, “FOR” and “WITHHOLD” votes will count towards the quorum requirement. Additionally, while broker non-votes will not impact Proposal 1, they will count towards the quorum requirement. See “— What if I return a proxy card but do not make specific choices?” for more information regarding what constitutes a broker non-vote.issuance

How do I vote?vote my shares?

If you are a record holder, you may vote your shares at the Annual Meeting in person or by proxy. To vote in person by attending the Annual Meeting, or to vote by proxy, you may choose one of the following methods to vote your shares:

The proxy includes with specific instructions on the electronic ballot, telephone or card. By completing and submitting it, you will direct the designated persons (known as “proxies”) to vote your stock at the Annual Meeting in accordance with your instructions. The Board has appointed Chris Ferguson and Brett Vroman to serve as the proxies for the Annual Meeting.

Your proxy will be valid only if you complete and return it before the Annual Meeting. If you properly complete and transmit your proxy but do not provide voting instructions with respect to a proposal, then the designated proxies will vote your shares “FOR” the proposals as to which you provide no voting instructions in accordance with the Board’s recommendation. We do not anticipate that any other matters will come before the Annual Meeting, but if any other matters properly come before the meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” In such case, these proxy materials are being forwarded to you by your bank, brokerage firm or other nominee (the “record holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. You should follow the voting instructions on any form that you receive from your broker or nominee. The availability of telephone and Internet voting for shares held in street name will depend on your broker’s or nominee’s voting process. Please refer to the instructions in the materials provided in the proxy card provided to you for information on the available voting methods. In addition, as the beneficial holder of shares, you are entitled to attend the Annual Meeting. If you are a beneficial owner, however, you may not vote your shares in person at the meeting unless you obtain a legal proxy, executed in your favor, from the record holder of your shares.

Pursuant to The Nasdaq Stock Market (“Nasdaq”) rules, if your shares are held in street name and you do not give voting instructions to the record holder, the record holder will not be permitted to vote your shares with respect to Proposal 1, Proposal 3 and Proposal 4, and your shares will be considered “broker non-votes” with respect to these proposals. However, the record holder will be entitled to vote your shares with respect to Proposal 2 even if you do not give voting instructions. We urge you to give voting instructions to your broker or nominee on all proposals. Broker non-votes will be treated as shares present for quorum purposes, but are not considered votes for or against any proposal. Therefore, broker non-votes will not affect the outcome of any proposal.

Who counts the votes?

All votes will be tabulated by Broadridge Financial Solutions Inc., the inspector of election appointed for the Annual Meeting. Each proposal will be tabulated separately.

What are my choices when voting?

With respect to Proposal 1, you may vote “FOR” a director nominee or may “WITHHOLD” your vote for a director nominee. Withheld votes will be treated as present at the meeting for purposes of establishing a quorum for the meeting and for purposes of the vote on the particular matter. A withheld vote will have no effect on Proposal 1.

With respect to Proposal 2, Proposal 3 and Proposal 4 you may vote “FOR” or “AGAINST” such matter or may “ABSTAIN” from voting foron such matter. Abstentions will be treated as present at the meeting for purposes of establishing a quorum for the meeting and for purposes of the vote on the particular matter. Abstentions are not a vote cast, however, and therefore will have no effect on the same effectoutcome of the votes on Proposal 2, Proposal 3 and Proposal 4.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as a vote againstfollows:

“FOR” Proposal 1.

“FOR” Proposal 2. The procedures

“FOR” Proposal 3.

“FOR” Proposal 4.

What if I do not specify how I want my shares voted?

If you are a record holder who returns a completed proxy that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting are set forth below:instructions, and such shares will be voted in the following manner:

“FOR” Proposal 1.

“FOR” Proposal 2.

“FOR” Proposal 3.

Stockholder of Record: Shares Registered Directly in Your Name. You may vote in the following ways:“FOR” Proposal 4.

If your signed Proxy Card is received by the close of business on October 19, 2020, then we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent. If your shares are held by a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” In such case, these proxy materials are being forwarded to you by your bank, brokerage firm or other nominee (the “record holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. You should follow the voting instructions on any form that you receive from your broker or nominee. The availability of telephone and Internet voting for shares held in street name will depend on your broker’s or nominee’s voting process. Please refer to the instructions in the materials provided in the proxy card provided to you for information on the available voting methods. In addition, as the beneficial holder of shares, you are entitled to attend the Annual Meeting. If you are a beneficial owner, however, you may not vote your shares in person at the meeting unless you obtain a legal proxy, executed in your favor, from the record“street name” holder of your shares.

Pursuant to The Nasdaq Stock Market (“Nasdaq”) rules, if your shares are held in street name and you do not giveprovide voting instructions to the record holder, the record holderon one or more proposals, your bank, broker or other nominee will not be permittedunable to vote yourthose shares with respect to Proposal 1, Proposal 3 and your sharesProposal 4, but will be considered “broker non-votes” with respect to these proposals. However, the record holder will be entitledable to vote yourthose shares with respect to Proposal 2 even if you do not give voting instructions. We urge you to give voting instructions to your broker or nominee on all proposals.

Broker non-votes will be treated as shares present for quorum purposes but are not considered votes for or against any proposal. Therefore, broker non-votes will not affect the outcome of any proposal.

If a proxy is properly given prior to or at the Annual Meeting and not properly revoked, it will be voted in accordance with the instructions, if any, given by the stockholder. Subject to the requirements described below, if you sign and submit a proxy without voting instructions with respect to the proposals contained herein, the proxy will be voted:

If any other matter properly comes before the Annual Meeting, the persons named as proxies will vote on such matters as recommended by the Board of Directors or, if no recommendation is given, in accordance with their best judgment. We have not received notice of other matters that may properly be presented at the Annual Meeting.

How many votes do I have?

You have one vote for each share of common stock that you own as of the close of business on the Record Date. Stockholders are not entitled to cumulative voting in the election of our directors. Accordingly, you may cast only one vote per share of our common stock for each nominee to the Board.

What if I return a proxy card but do not make specific choices?

Properly completed and returned proxies will be voted as instructed on the Proxy Card.

If you are a stockholder of record and you return a signed and dated Proxy Card without marking any voting selections, your shares will be voted “FOR” the election of all five (5) director nominees. If any director nominee becomes unavailable for election for any reason prior to the vote at the Annual Meeting, the Board may reduce the number of directors to be elected or substitute another person as a nominee, in which case your proxy (one of the individuals named on your Proxy Card) will vote for the substitute nominee. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares as recommended by the Board or, if no recommendation is given, will vote your shares using his or her discretion.

If your shares are held by your broker, bank or other agent as your nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” You are not the “record holder” of such shares. If this is the case, you will need to obtain a Proxy Card from the organization that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. Brokers, banks or other agents that have not received voting instructions from their customers cannot vote on their customers’ behalf with respect to proposals that are not “routine” but may vote their customers’ shares with respect to proposals that are “routine.” Shares that brokers, banks and other agents are not authorized to vote are referred to as “broker non-votes.” Under the Nasdaq rules which are applicable to registered broker dealers, the election of directors2. See “What is a “non-routine” proposal. Accordingly, if you do not provide voting instructions to your broker bank or other agent, no votes will be cast on your behalf with respect to the election of directors, your shares will be considered “broker non-votes;non-vote?” however, because Proposal 2 is a “routine” proposal, your broker non-votes will be counted towards a quorum. See “— What vote is required to elect a nominee for director to the Board?” for more information regarding the voting effect of broker non-votes.

Can I change my vote?

Yes. If you are thea record holder, of your shares, you may revoke your proxy inat any time before it is voted at the Annual Meeting by any of the following ways:means:

Attention: Corporate Secretary, and must be received by the close of business on October 19, 2020; or

If you are a “street name” holder, your shares are held by yourbank, broker bank or other agent asnominee should provide instructions explaining how you may change or revoke your nominee, you should follow the instructions provided by your broker, bank or other agent.voting instructions.

What vote isvotes are required forto approve each proposal?

With respect to Proposal 1, (Election of Directors), if a quorum is present, directors are elected by a plurality of the votes cast at the Annual Meeting. For purposes of the election of directors, failures to vote, “WITHHOLD” votes and broker non-votes will have no effect on the result of the vote.

With respect to Proposal 2, (Ratification ofProposal 3 and Proposal 4, the Appointment of Marcum LLP), this proposal will be approved if it receives the affirmative vote of the holders of a majority of the shares of Common Stockour common stock who, being present either in person or represented by a proxy and entitled to vote at the Annual Meeting.on such matter, cast a vote on such proposal. However, with respect to Proposal 2, the Board’s audit committee is not bound by either an affirmative or negative vote. The audit committee will consider a vote against Marcum LLP by the stockholders in selecting the Company’s independent registered accounting firm in the future.

How are votes counted?

VotesAbstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will be countednot count as a vote cast at the Annual Meeting byand, therefore, will have no effect on the inspectoroutcome of election appointed by the Company for the Annual Meeting.

Who will pay for this proxy solicitation, and how will we solicit proxies?

We will pay for the cost of this proxy solicitation. We do not intend to solicit proxies other than by useany of the mail or our website, but certain of our directors, officers and other employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on our behalf.proposals.

How can I determine the results of the votingare abstentions and broker non-votes treated?

Any stockholders who is present at the Annual Meeting?

PreliminaryMeeting, either in person, or by proxy, who abstains from voting, resultswill still be counted for purposes of determining whether a quorum exists for the meeting. If you hold your shares in “street name” and you do not instruct your bank, broker or other nominee how to vote, your shares will be announcedincluded in the determination of the number of shares present at the Annual Meeting. Within four business days afterMeeting for determining a quorum at the conclusionmeeting but may constitute broker non-votes, resulting in no votes being cast on your behalf with respect to certain proposals. See “What is a broker non-vote?”

An abstention or failure to instruct your broker how to vote with respect to any proposal will not be counted as an affirmative or negative vote and will have no effect on the outcome of the Annual Meeting, we will file a Current Report on Form 8-Kvote with the Securities and Exchange Commission (“SEC”) that announces the final voting results.

Who can help answer any questions I may have?

Edison Nation stockholdersrespect to all proposals. Brokers who have questions aboutnot received voting instructions from the beneficial owner do not have discretionary authority to vote on the election of directors in Proposal 1 or on Proposal 3 or Proposal 4. Therefore, while broker non-votes will not be considered in the vote totals with respect to Proposal 1, Proposal 3 and Proposal 4, if you do not give your broker specific instructions on how to vote your shares with respect to Proposal 2, your broker may vote your shares at its discretion.

Do I have any dissenter’s or appraisal rights with respect to any of the matters to be voted on at the Annual MeetingMeeting?

No. None of our stockholders has any dissenter’s or howappraisal rights with respect to submit a proxy, orthe matters to be voted on at the Annual Meeting.

What are the solicitation expenses and who desire additional copiespays the cost of this proxy statement or additional proxy cards should contact our Investor Relations department at Edison Nation, Inc., 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018 or by phone at (866) 536-0943.solicitation?

Our Board is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of common stock and collecting voting instructions. We may use officers and employees of the Company to ask for proxies, as described below.

Is this Proxy Statement the only way that proxies are being solicited?

No. Officers and employees of the Company may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the common stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of common stock.

Are there any other matters to be acted upon at the Annual Meeting?

Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

Where can I find voting results?

We expect to publish the voting results in a Current Report on Form 8-K, which we expect to file with the SEC within four business days after the Annual Meeting.

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions, or need additional materials, please feel free to contact Brett Vroman, Corporate Secretary, at (866) 900-0992.

PROPOSAL 1 —1: ELECTION OF DIRECTORS

Our Second Amended and Restated Bylaws (the “Bylaws”“Bylaws”) provide that our Board of Directors shall consist of between three (3) and seven (7) directors. The exact number of directors will be fixed from time to time by resolution of the Board. The Board of Directors of the Company. Currently, our directors are elected annually, at our annual meeting of stockholders. Our Board of Directors currently consists of five (5) directors: Christopher B. Ferguson, Louis Foreman, Kevin O’Donnell, Mary Ann Halford, and Frank Jennings. At the Annual Meeting, we are proposing the election of five (5) new directors to take office immediately following the Annual Meeting. Each director elected at the Annual Meeting will serve until his or her successor is duly elected and qualified at the next Annual Meeting or until his or her earlier death, disqualification, resignation, or removal. The nominees for appointment to the board of directors of the Company are Lisa King, Roderick Vanderbilt, Michael J. DiStasio, Elliot Goldstein and Phillip A. McFillin.

The Board currently consists of one class of directors, and our directors are elected annually by our stockholders at our annual meetings of stockholders. At the Annual Meeting, five (5) persons will be elected to serve on our Board of Directors until the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or their earlier death, resignation or removal in accordance with the Bylaws. All nominees named in this Proxy Statement have consented to serve as directors, if elected. As of the date of this Proxy Statement, the Board has no reason to believe that any of the persons named below will be unable or unwilling to stand as a nominee or serve as a director, if elected.

The Board believes that each nominee has valuable individual skills and experiences that, taken together, provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight of the Company. The biographies set forth below, reflect the particular experience, qualifications, attributes and skills that led the Board of Directors to conclude that each nominee should serve on the Board.Board of Directors.

Lisa King has more than 25 years of professional experience as a senior marketing and branding leader, C-suite executive, and consultant. She is highly skilled in needs assessment and strategic planning and aligns leadership development, consulting, and marketing expertise with her employer’s strategic goals and brands. From January 2021 to the present, Ms. King has served as the Chief Executive officer for ZASH Global Media & Entertainment Corp. (“ZASH”) where she, together with ZASH’s corporate founders, led the development of ZASH’s short- and long-term business strategies. In 2020 Ms. King founded, and she currently works with, Magnifi U Inc., a subscription-based, personalized learning experience platform focused on personal and professional development, available on any device with a sophisticated recommendation engine tied to assessment results and learner activity on the platform. From 2018-2020 she worked for Daneli Partners, LLC (“Daneli”), a company she co-founded, as President and Author. Daneli is a leadership development company delivering instruction, management training, group programs, individual leader coaching, and business consulting and business development services. From 2014-2018 Ms. King was the Managing Partner for Chase Design, a consumer packaged goods company, where she was responsible for global markets ,sales and planning as well as customer business development. From 2004-2018 she worked for Raymond & Flanagan Furniture as Senior Vice President of Marketing and as Creative Director. Other previous employers include Galyan’s Sports & Outdoor Adventure where she served as Vice President of Advertising and Dick’s Sporting Goods where she served as Director of Advertising. Ms. King is an author of the book, “Just Do You; Authenticity, Leadership & Your Personal Brand”. Ms. King received a B.S. Degree in Business Administration from Indiana Wesleyan University.

Director NomineesRoderick Vanderbilt is a business entrepreneur. From November 2004 through the present, he has served as the President of OceanMark Properties, Inc. based in Miami, Florida, a company which is structured for multi-faceted real estate transactions including commercial, residential, and government-held properties. From September 2001- August 2017 he worked in in brand management and public relations capacities for MoviePass, Inc (Helios and Matheson Analytics), a US subscription-based movie ticketing service that was restructured in 2017. MoviePass , Inc. became the fastest growing subscription company on record and it topped the most popular search engines without paying a penny for the privilege. Another previous employment was with 20^th Century Fox Film Corporation where he worked under the President with a concentration in the video division. In addition, Mr. Vanderbilt is currently serving as the President of Farwest Haiti Mission which he co-founded in 2007. After 14 years of assisting the Haitian people, the mission supports two blind schools, feeds malnourished children, and assists medical teams from the US to help with operations for the sick.

Christopher B. Ferguson

Age: 52

Christopher B. Ferguson has acted as our Chief Executive Officer, as well as Chairman of our board of directors since July 2017. From July 2013 until July 2017, Mr. Ferguson servedMichael J. DiStasio currently serves as Chief Executive Officer of SRM and Fergco. In 2010, Mr. Ferguson co-foundedAmerican Seating Corp., a company that he founded in 1990. Under his leadership, American Seating Corp. has created unique, value engineered and private labeled furniture products for the fiber network industry, FTE Networks. Inc. (FTNW:NYSEAMERICAN),demanding requirements and rollouts of many of the world’s best known restaurant and hospitality brands. Mr. DiStasio graduated in 1989 with a finance degree from Northeastern University’s Business School.

Elliot Goldstein currently serves as a partner at White Dove Equities, a position held since 2020. The firm focuses on investments and advisory services for real estate, public, and private companies. Before founding White Dove Equities, Mr. Goldstein was Senior Vice President at Toppan Merrill and Vintage Filings which was a division of PR Newswire for over 15 years from 2005-2020. He was responsible for business development, expanding services and advising public companies and private companies looking to go public from all over the United States and Israel. Prior to that, Mr. Goldstein worked as a trader and Investment banker with Montauk Financial Group. There he advised and worked on raising capital for public and private companies from 2003-2005.

Phillip A. McFillin has over 25 years of experience representing a diverse group of clients as an attorney and business advisor in a range of legal and business matters from complex multidistrict litigation to venture capital transactions, and other private investment funds in seed, early stage and later stage startup companies. For almost a decade, Mr. McFillin has served as CEOboth in-house and outside general counsel for public and private companies in a variety of industries. From 2019 to the company until June 2013.present, Mr. Ferguson remainsMcFillin represented the Company in connection with litigation, corporate transactions, mergers, acquisitions and private offerings of debt and equity securities. From 2015 to 2019, he served as general counsel to a board memberpublic telecommunications infrastructure company. From 2013 to 2015, Mr. McFillin provided legal and stockholder of that company. In August 2001, Mr. Ferguson co-founded Mercer Staffing,consulting services to a multinational toy manufacturer, a logistics, staffing and acted as its president until December 2007. In June 1995, Mr. Ferguson founded The Florio Group,recruiting firm, and a private equityreal estate investment company, with former New Jersey governor James J. Florio. From June 1995 to October 2001,fund. Mr. Ferguson served as Managing Director of The Florio Group. From May 1995 until August 1999, Mr. Ferguson also acted as Chief Financial Officer for Cabot Marsh Corporation, a healthcare consulting firm. Mr. FergusonMcFillin holds a Bachelor of Arts degree from VillanovaTemple University, a Master of Business Administration from the Fox School of Business at Temple University and a Juris Doctor degree from Widener University School of Law. Mr. Ferguson offers executive decision-making and risk assessment skills as a result of his previous experiences and services as Chief Executive Officer of a public company. Our nominating and corporate governance committee and board of directors considered Mr. Ferguson’s 12 years of experience as a founder and senior executive officer of public and private corporations, and his current services as our Chief Executive Officer and determined that his vast experience in the role as a leader and executive and his direct involvement and understanding of both SRM and Fergco’s ongoing operations should facilitate the board of directors in its evaluation of strategic initiatives and operational performance.

Louis Foreman

Age: 52

Louis Foreman has been a member of our board of directors since March 2019, and has served as the Preferred Designee and a member of the Board of Managers of Edison Nation Holdings, LLC, a wholly owned subsidiary of the Company, since September 2018. From May 2005 to the present, Mr. Foreman has worked as the Creator and Executive Producer of the television show Everyday Edisons. In addition to his role as a founder of the Edison Nation brand, from November 2001 to the present, Mr. Foreman has served as the Chief Executive Officer of Enventys Partners, an integrated product development firm. From May 2012 to the present, Mr. Foreman has also served as Chief Executive Officer of Edison Nation Medical, a healthcare innovation portal. From June 2010 to December 2017, Mr. Foreman served as President of the Intellectual Property Owners Education Foundation, a non-profit organization devoted to educational and charitable activities designed to promote the value of intellectual property rights. Mr. Foreman holds a Bachelor of Arts degree in Economics from the University of Illinois at Urbana-Champaign. His experience in prior leadership roles as well as his operational experience as founder of Edison Nation provide a significant benefit to our board of directors.

Frank Jennings

Age: 50

Frank Jennings has been a member of our board of directors since June 2018 and brings over 26 years of experience in business development and management of sales professionals in a variety of technology-adjacent industries. From August 2014 to present, Mr. Jennings has been employed as the Vice President of Sales, North America by Doctor on Demand, Inc., a telemedicine provider. From August 2011 to August 2014, he was employed as Assistant Vice President of New Business Development by Castlight Health, a technology company focused on employee health benefits solutions. Mr. Jennings holds a Bachelor of Arts from Ohio State University. Mr. Jenning’s service in both operational and leadership roles provides a significant benefit to our audit, nominating and corporate governance, and compensation committees as well as to our board of directors.

Mary Ann Halford

Age: 62

Mary Ann Halford has served as a member of our board of directors since April 2020. From December 2017 to the present, Mary Ann Halford has served as a Senior Advisor with OC&C Strategy Consultants, supporting the growth and development of their media and entertainment practice in the U.S. In addition, from May 2017 to the present, Ms. Halford has been an Executive in Residence with Progress Partners, a media and tech financial advisory business, supporting the firm on advising clients as well as supporting the development their recent Progress Ventures raise. From March 2012 to April 2017, Ms. Halford served initially as a Managing Director and then a Senior Managing Director at FTI Consulting’s TMT Group where she significantly expanded the firm’s media and entertainment practice globally with a focus on broadcasters and content companies. Ms. Halford’s clients included RTL, CME, MediaWorks, Fox, Disney, Media General, TEGNA, Cox, Raycom, Townsquare, NBC/Universal, Gray Broadcasting, Pearl TV, as well as private equity firms investing in the industry. In addition, Ms. Halford has founded and developed two consulting firms, BizWorks360 and Global Media Strategies, working with clients such as Viacom, Scholastic Corporation, HIT Entertainment, National Public Media, Rainbow Media, Gaiam, The Weinstein Company, amongst others. On the operational side, Ms. Halford built out the digital operations for ITN Networks from 2008 – 2009 and from 1997 through 2002, Ms. Halford built and developed the platform for the Fox International Channels Group. In addition, from 2007 through 2014, Ms. Halford served on the Board of Directors of Triton Digital. Ms. Halford received her Bachelor of Arts degree in Government and Economics from Georgetown University and her Master’s in Business Administration from Harvard University.

Kevin O’Donnell

Age: 45

Kevin J. O’Donnell has been a member of our board of directors since March 2019, and founded PopTop Partners, LLC, a boutique investment firm specializing in small to mid-market companies with an emphasis on the retail and restaurant sector in April 2011, and continues to serve as the firm’s Managing Partner to the present day. Mr. O’Donnell brings close to 20 years of strategic corporate growth, financial structuring, and business development initiatives to emerging growth companies. From May 2007 to June 2010, Mr. O’Donnell served as the Founder/President of KOR Capital, LLC, a private equity and consulting firm specializing in turn around management of mid-market companies. From December 1999 to February 2007, Mr. O’Donnell was a Co-Founder and Principal of ALS, LLC, a human resources management organization. Mr. O’Donnell holds a Bachelor of Arts from the University of Central Florida. Mr. O’Donnell’s service in both operational and leadership roles provides a significant benefit to our audit, nominating and corporate governance, and compensation committees as well as to our board of directors.

Required Vote

If a quorum is present, directors are elected by a plurality of the votes cast at the Annual Meeting. For purposes of the election of directors, failures to vote, “WITHHOLD” votes and broker non-votes will have no effect on the result of the vote.

Voting Recommendation

CORPORATE GOVERNANCE

Overview

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our stockholders and will positively aid in the governance of the Company. To that end, we regularly review our corporate governance policies and practices and compare them to the practices of other peer financial institutions and public companies. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required or when our Board of Directors determines that it would benefit us and our stockholders.

In this section, we describe the roles and responsibilities of our Board of Directors and its committees and describe our corporate governance policies, procedures and related documents. The charters of the audit, nominating and corporate governance, and compensation committees of our Board our Corporate Governance Guidelines and Code of Business Conduct and EthicsDirectors, can be accessed electronically under the “Governance” link on the Investor Relations page of our website at https://investors.edisonnation.com/investors.vincoventures.com. We will also provide a copy of the audit, nominating and corporate governance and compensation committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, without charge, upon written request sent to our Investor Relations department at Edison Nation,Vinco Ventures, Inc., 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018. Information that is presented or hyperlinked on our website is not incorporated by reference into this Proxy Statement.

Board Composition

The Board currently consists of five (5) directors: Christopher B. Ferguson, Louis Foreman, Kevin O’Donnell, Mary Ann Halford, and Frank Jennings, Louis Foreman and Kevin J. O’Donnell. Accordingly,Jennings.

The five director nominees for election at the Annual Meeting five (5) persons will be elected to serve on our Board until the 2021 Annual Meetingconsist of StockholdersLisa King, .Roderick Vanderbilt, Michael J. DiStasio, Elliot Goldstein and until their successors have been duly elected and qualified or their earlier death, resignation or removal in accordance with the Bylaws. Phillip A. McFillin.

See “Proposal 1 — Election of Directors” for more information regarding the composition of our Board and the recommended slate of directors for re-election.election.

Board Leadership Structure

Although the roles of our Chief Executive Officer and Executive Chairman of our Board of Directors are currently performed by the same person, we do not have a policy regarding the separation of these roles, as our Board of Directors believes that it is in the best interests of the Company and our stockholders to make that determination from time to time based upon the position and direction of the Company and the membership of our Board. Christopher Ferguson servesBoard of Directors. Following the Annual Meeting, Lisa King will serve as our Chief Executive Officer and Roderick Vanderbilt will serve as our Chairman.

Our Board of Directors has determined that our existing and proposed leadership structure is appropriate for the Company and our stockholders as it helps to ensure that the Board of Directors and management act with a common purpose and provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, our Board of Directors believes that a combined Chief Executive Officer/Chairman is better positioned to act as a bridge between management and our Board of Directors, facilitating the regular flow of information. Our Board of Directors also believes that it is advantageous to have a Chairman with an extensive history with and knowledge of the Company (as is the case with our Chief Executive Officer).stockholders.

Director Independence

Our Corporate Governance Guidelines require that a majority of the members of the Board of Directors satisfy the independence requirements of the Nasdaq. Our Board of Directors has evaluated the independence of its membersour director nominees based upon the rules of Nasdaq and our Corporate Governance Guidelines. Applying these standards, our Board of Directors has affirmatively determined that, with the exception of Mr. Christopher Ferguson,Lisa King and Mr. Louis Foreman,Roderick Vanderbilt, , each of our current directorsdirector nominees is an independent director.

Board’s Role in Risk Management and Oversight

The Board of Directors has an active role, as a whole and at the committee level, in the Company’s risk oversight process. The Board of Directors receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, credit, legal, regulatory, strategic and reputational risks. At the committee level, (i) the Audit Committee oversees management of accounting and financial risks; and (ii) the Compensation Committee oversees the management of risks relating to the Company’s executive compensation program as well as compensation matters involving all employees and the Company’s directors.

Although each committee is directly responsible for evaluating certain enumerated risks and overseeing the management of such risks, the entire Board of Directors is generally responsible for and is regularly informed through committee reports about such risks and any corresponding remediation efforts designed to mitigate such risks. In addition, appropriate committees of the Board of Directors receive reports from senior management within the organization to enable the Board of Directors to understand risk identification, risk management and risk mitigation strategies. When a committee receives such a report, the chairman of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board of Directors’ meeting. This enables the Board of Directors and its committees to coordinate the risk oversight role.

Meetings of the Board of Directors and Committees

Our Board of Directors meets at least quarterly. Our Board of Directors held 815 telephonic meetings during 2019.2020. During 2019,2020 no director attended fewer than 75% of the aggregate total number of meetings of the Board of Directors held during the period in which he or she was a director and of the total number of meetings held by all of the committees of the Board of Directors on which he or she served. We expect, but do not require, our directors to attend our annual meetings of stockholders. All but one of our directors attended the 20192020 Annual Meeting of Stockholders.

Our non-management directors meet separately four 4 times a year after regularly scheduled meetings of the Board of Directors and at such other times as may be requested by the Chairman of the Board of Directors or any director. Our independent directors will meet at least 4 times a year.

TheAssuming the election of the five (5) nominees to our board of directors, the following table shows the membership of the Board of Directors and each standing committee during 2019 and as ofimmediately following the date of this proxy statement:

Kevin J. Ferguson has beenacted as our President and Treasurer since July 2017 and acted as a member of our board of directors from July 2017 until April 2019. Mr. Ferguson acted as a member of the board of directors of Fergco from June 1995 until July 2017 and was employed as Fergco’s president from June 1999 to July 2017. Between June 1995 and May 1999, he worked as head of sales for Fergco. Mr. Ferguson holds a Bachelor of Science degree in business administration from Villanova University.

Brett Vroman, see biographical information for Mr. Vroman above under biographical information for those persons that are anticipated to be our executive officers immediately following the Annual Meeting.

Brian Mc Fadden has served asbeen our Chief FinancialStrategy Officer since June 2019November 2020. A serial entrepreneur himself, Mr. McFadden is charged with identifying and previously served as our Controller from May 2018 through May 2019. Priortargeting company acquisitions to joining the Company, from October 2014 to May 2018,ensure long term growth and scale. Mr. Vroman was DirectorMcFadden brings with him a wealth of Financial Reporting at Avantor, Inc., a global manufacturer and distributor of high-quality products, services and solutions to customers and suppliersknowledge in the life science, advanced technologyconsumer products space, specifically the live shopping and applied materials industries. From March 2011e-commerce markets. In previous roles, Mr. McFadden oversaw development efforts to October 2014,secure several cellular communications patents for products in the safety and security market. He was also responsible for the implementation of the individual product launches, specifically focused on the home shopping outlets. A Hamilton College graduate, Mr. Vroman was employed as an Assurance Senior Manager at BDO USA, LLP, a public accounting, tax, consulting and business advisory firm and from December 2005McFadden supports entrepreneurs in their early-stage growth efforts in the pursuit to February 2011, Mr. Vroman last held the position of Audit Manager at Smart and Associates, LLP, a business advisory and consulting firm. Mr. Vroman holds a Bachelor of Science in Accounting from York College of Pennsylvania.

BE BIG.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers or persons expected to become officers and directors immediately following the Annual Meeting has, during the past ten years:

Except as set forth in our discussion below in “Certain Relationships and Related Party Transactions,” none of our present directors or executive officers or persons expected to become officers and directors immediately following the Annual Meeting has been involved in any transactions with us or any of our directors (present and anticipated following the Annual Meeting), executive officers (present and anticipated following the Annual Meeting), affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

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.

On April 14, 2020, Oceanside Traders,Gerald Whitt, et al. v. Vinco Ventures, CBAV1, LLC, (“Plaintiff”) filed a complaint against Cloud B, Inc. and Edison Nation, Inc. (together the “Defendants”) with the Superior Court of Ocean County, New Jersey alleging a breach of contract in that the Defendants failed to pay Plaintiff for goods sold in the amount of $141,007 plus $138,180 for overpayments and $279,187 for lost profits for a total of $443,383. A default judgment was entered against Edison Nation in the case in the amount of $284,248.91. The same day the default judgment was entered, the Company filed a motion to vacate on the grounds that Edison Nation was not properly served with the complaint.et al.

On March 13, 2019, Rosenberg Fortuna & Laitman LLP and Mark Principe (togetherOctober 27, 2020, Gerald Whitt, et al, the “Plaintiffs”)minority stockholders of Cloud b Inc. filed a civil complaint against Safe TV Shop, LLC (the “Defendant”) within the SupremeSuperior Court of the State of New York, County of NassauCalifornia against Vinco Ventures, Inc., CBAV1, LLC and other parties, alleging afraudulent concealment, breach of indemnification arising outfiduciary duty, breach of contract, breach of confidence, intentional misrepresentation, negligent misrepresentation, unfair business practices and civil conspiracy. The case was “stayed” as to Cloud b, Inc. and CBAV1, LLC pursuant to the usefilings of a certain packaging material.Chapter 7 Bankruptcy for Cloud b and a Chapter 11 Bankruptcy for CBAV1, LLC. On February 12, 2020,June 1, 2021, a settlement was approved by the parties entered a Stipulation and Settlement and Consent Agreement, whereby the Plaintiff entered into a Consent JudgmentBankruptcy Court resulting in the amountrelease and discharge of $50,000. The Company has accrued $50,000 forall claims of Cloud b, Inc against the amount ofDefendants, and other parties, in the judgment, but there have been no operations by the Plaintiff since the date of acquisition by the Company.litigation.

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. Defendants entered their appearances, Plaintiffs filed an amended complaint and Defendants filed motions to dismiss the complaint, which are currently pending before the Court.

EXECUTIVE COMPENSATION

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation in our proxy statements, including the requirement to include a Compensation Discussion and Analysis, as well as exemptions from the requirement to hold a non-binding advisory vote on executive compensation and the requirements to obtain stockholder approval of any golden parachute payments not previously approved. We have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. As an emerging growth company under the JOBS Act, we are permittedhave opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of executive compensation disclosure to our principal executive officer and our two (2) other most highly compensated executive officers, whom we collectively refer to as our “namednamed executive officers.”

SUMMARY COMPENSATION TABLESummary Compensation Table

The following table provides information regarding the compensation awarded to or earned during 20192020 and 2018,2019, as applicable, by our named executive officers.