Item 1.01. Entry into a Material Definitive Agreement.
On
The Agreement contemplates a reverse triangular merger of Merger Sub with and
into the Company in a transaction intended to qualify as a tax-free
reorganization under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Code. Under
the terms of the Agreement, the Company's holders of common stock, par value
The certificate of incorporation of
The Closing of the transaction will occur on or about
Item 8.01. Other Events
On
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as "expect," "intend," "believe," "will," "should," "would" or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company's ability to consummate the transaction described above. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Agreement and other disclosures included in this Current Report on Form 8-K
are intended to provide shareholders and investors with information regarding
the terms of the Agreement, and not to provide shareholders and investors with
any other factual information regarding the Company or its subsidiaries or their
respective business. You should not rely on the representations and warranties
in the Agreement or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Agreement, which
subsequent information may or may not be fully reflected in the Company's public
disclosures. Other than as disclosed in this Current Report on Form 8-K, as of
the date of this Current Report on Form 8-K, the Company is not aware of any
material facts that are required to be disclosed under the federal securities
laws that would contradict the representations and warranties in the Agreement.
The Company will provide additional disclosure in its public reports to the
extent that it is aware of the existence of any material facts that are required
to be disclosed under federal securities laws and that might otherwise
contradict the representations and warranties contained in the Agreement and
will update such disclosure as required by federal securities laws. Accordingly,
the Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding the Company and its
subsidiaries that has been, is or will be contained in, or incorporated by
reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit No. Description 10.1 Agreement to Complete a Plan of Merger betweenVinco Ventures, Inc. ,Vinco Acquisition Corporation andZASH Global Media and Entertainment Corporation datedJanuary 20, 2021
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