Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported by Vinco Ventures, Inc. (the “Company”), (i) pursuant to that certain Securities Purchase Agreement (“July
SPA”) dated as of July 22, 2021 by and between the Company and an accredited institutional investor (the “Holder), the Company
sold to the Holder a Senior Secured Convertible Note in the aggregate principal amount of $120,000,000, of which an aggregate amount
of $80,000,000 remains outstanding (the “Note”) and warrants representing the right to acquire shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”).
On
August 15, 2022, the Holder submitted an Event of Default Redemption Notice to the Company in accordance with the terms of Section 4
of the Note in light of the Event of Default caused as a result of the Common Stock’s suspension from trading on an Eligible
Market for five (5) consecutive Trading Days (the “Specified Event of Default”).
On
August 18, 2022, the Company and the Holder entered into a Purchase Agreement (the “Purchase Agreement”) whereby
the parties agreed, among other things: (i) that the Company shall repurchase (the “Company Repurchase”) $55,000,000
of the Principal Amount of the Note then outstanding (the “Company Repurchase Amount”) for $65,000,000 (the “Company
Repurchase Price”), (ii) that such repayment shall be deemed voluntary, (iii) that notwithstanding anything to the contrary
in Section 1 of the Note, but subject to Section 3(d) of the Note, until the Company Repurchase Amount is paid in full, the Company Repurchase
Amount (together with any Interest and Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant
to Section 3 of the Note, (iv) that the release shall be permitted of up to $70,000,000 from the Control Account; provided that
$65,000,000 of such amount is wired directly from the Control Account to the Holder as payment of the Company Repurchase Price (the “Cash
Release”), (v) that pursuant to Section 7(d) of the Note, the Conversion Price of the Note immediately following the Company
Repurchase shall be voluntarily and irrevocably adjusted to equal $1.00, subject to further adjustments as provided in the Note, (vi)
that the Company acknowledges that the Specified Event of Default has occurred and that the Specified Event of Default would permit the
Holder to exercise certain specified rights (the “Remedies”), (vii) that, notwithstanding the occurrence of the Specified
Event of Default, the Holder agrees to forbear from exercising any of the Remedies solely with respect to the Specified Event of Default
effective only upon satisfaction in full of certain conditions precedent on or before August 20, 2022, unless waived in writing by the
Holder (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Holder being referred
to herein as the “Effective Date”) and (viii) that the Company shall file a current report on Form 8-K (the “8-K
Filing”) on or before 9:30 a.m., New York City time, on August 18, 2022.
The
Purchase Agreement includes representations, warranties and covenants, and conditions to closing, expense and reimbursement obligations
and termination provisions.
The
foregoing description of the terms of the Purchase Agreement and the transactions contemplated thereby, does not purport to be
complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
