Item 1.01 Amendment to Material Definitive Agreement.

1. Pursuant to that certain Securities Purchase Agreement (as amended, the "July SPA") dated as of July 22, 2021 by and between Vinco Ventures, Inc. (the "Company") and an accredited investor (the "Holder"), the Company sold to the Holder a Senior Secured Convertible Note in an aggregate principal amount of $120,000,000, of which an aggregate principal amount of $14,740,000 remains outstanding as of the date hereof (after giving effect to the $145,000 redemption of the July Note pursuant to that certain Exchange and Amendment Agreement by and between the Company and the Holder dated as of February 5, 2023) (as amended, the "July 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 May 1, 2023, the Company and the Holder amended the July Note, as follows:





  ? The Holder released from the Control Account $1,000,000 in cash by wire
    transfer of immediately available funds to the Company on May 1, 2023.

  ? The Company shall, on or prior to the earlier of (i) July 17, 2023 and (ii)
    the date that is ten (10) days immediately following the date the Company
    files with the Securities and Exchange Commission (the "SEC") its Quarterly
    Report on Form 10-Q for the fiscal quarter ended March 31, 2023, file a
    registration statement on Form S-1 with the SEC for a secondary offering of
    shares of Common Stock, preferred stock and/or warrants to purchase Common
    Stock on a delayed or continuous basis pursuant to Rule 415 under the
    Securities Act of 1933, as amended (the "New Registration Statement").

  ? The Company shall consummate a Subsequent Placement of Common Stock, preferred
    stock and/or warrants to purchase Common Stock pursuant to the New
    Registration Statement on or prior to the date that is fourteen (14) days
    after the filing of the New Registration Statement, which shall generate gross
    proceeds to the Company of at least $10,000,000 (the "July 2023 Subsequent
    Placement").

  ? The Company shall simultaneously with the consummation of any Subsequent
    Placement consummated on or after the date hereof, including, without
    limitation, the July 2023 Subsequent Placement, until the date the July Note
    is no longer outstanding, use at least fifty percent (50%) of the Subsequent
    Placement Proceeds (as defined below) to redeem the July Note from the Holder
    in cash at a price equal to the Conversion Amount being redeemed. As used
    herein, the "Subsequent Placement Proceeds" means the gross proceeds generated
    to the Company from any Subsequent Placement consummated from and after the
    date hereof, less (i) direct fees and expenses incurred by the Company in
    connection with the consummation of such Subsequent Placement and (ii) any
    cash therefrom paid by the Company to the sellers in connection with the A360
    acquisition, as described in Proposal 7 set forth in the Company's definitive
    Proxy Statement on Schedule 14A filed with the SEC on March 31, 2023.

  ? In the event the Holder or any of its Affiliates participates in the July 2023
    Subsequent Placement or any other Subsequent Placement consummated by the
    Company from and after the date hereof while the July Note remains
    outstanding, any purchase price to be paid by the Holder or any of its
    Affiliates in such Subsequent Placement shall be used to redeem the July Note
    to the extent it remains outstanding at a price equal to the Conversion Amount
    being redeemed and the Holder or any of its Affiliate may, in its sole and
    absolute discretion, elect to set off such payment at the closing of such
    Subsequent Placement.




Item 9.01 Exhibits



  99.1 Agreement

104 Cover Page Interactive Data File

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