Vinco Ventures, Inc. (Nasdaq Capital Market: BBIG), a technology
company specializing in converting content to digital and social
platforms, today announced that the Board of Directors (the
“Board”) issued a letter to shareholders outlining the Company’s
strategy in advance of the 2023 Annual Meeting of Stockholders (the
“Annual Meeting”). The full text of the letter is below.
***
April 25, 2023
Dear Fellow Shareholders,
The Board of Directors (the “Board”) thanks you
for your investment in Vinco Ventures, Inc. (Nasdaq Capital Market:
BBIG) (“Vinco,” “we,” “our,” or the “Company”). We are writing to
you about the upcoming Annual Meeting of Stockholders (the “Annual
Meeting”), scheduled for April 27, 2023. At the Annual Meeting, we
are asking you to vote on proposals that will pave the way for the
Company to execute upon our strategy to improve profitability and
enhance shareholder value.
We are on the cusp of an exciting new chapter
with our planned acquisition of the National Enquirer, the National
Examiner and Globe and digital publishing assets (the
“Acquisition”). While we recognize we have more work to do, we are
confident that this Acquisition will open up multiple ways to
create value.
NEW LEADERSHIP TEAM
As we embark on this next step, we are pleased
to announce the Board has unanimously approved two new leaders:
- James Robertson as
President and Chief Executive Officer. James joins us from Us
Weekly, the prestigious magazine and digital brand, where he served
as Editor-In-Chief. He brings unparalleled experience to Vinco and
will lead the Company into the next phase of our growth strategy to
provide digital content and advertising.
- Chris Polimeni as
Chief Financial Officer and Chief Operating Officer. Chris
previously served as Executive Vice President – CFO/COO of
Accelerate360 Holdings, LLC & Subsidiaries, the parent company
of a360 Media, LLC (formerly American Media, LLC.). He has been
involved in acquisitions, corporate finance, SEC reporting and
corporate management for more than 30 years.
This new executive leadership team brings years
of experience in piloting content-driven and digital businesses,
which will be instrumental in guiding our growth strategy as we
execute the integration of our robust new and existing assets into
our digital and advertising platforms.
These recent announcements and developments
underscore that Vinco is shifting its focus from addressing legacy
challenges to executing against future growth. We strongly urge you
to protect the value of your investment and vote for
ALL 12 proposals on the proxy materials –
including approving the Acquisition, approving the increase in
authorized shares of stock and reverse stock split, both of which
types of proposals are considered routine and thus usually subject
to discretionary broker voting, and reelecting the five highly
qualified directors that currently serve on your Board. Ahead of
the Annual Meeting, we encourage you to consider the following:
THE ACQUISITION LAYS THE GROUNDWORK FOR
FIVE KEY PILLARS OF VALUE CREATION
- Pillar 1:
Leveraging the Enquirer’s
famous library of highly valuable celebrity
content. Vinco plans to transform this library into new,
exciting and highly sought-after multimedia formats, including TV
shows, documentaries and true crime series, podcasts, online and
streaming productions, special issues and more.
- Pillar 2:
Growing revenue by leveraging the wealth of content and
strong subscription bases the Acquisition will bring.
Vinco intends to prioritize the growth of this base of revenue by
introducing new and innovative digital and premium subscription
products.
- Pillar 3:
Actively exploring intellectual property and licensing
opportunities. Vinco will leverage the brand's recognition
and reputation as “America’s most talked about magazine” to expand
into new markets and generate revenue.
- Pillar 4:
Leveraging content collaborations. Vinco intends
to integrate and promote the Company’s social media platform,
Lomotif, and the Company’s tech-education platform, Magnifi U,
across the online and print publishing group’s pages, as well as
harmoniously publishing original content with the MindTank and
AdRizer networks.
- Pillar 5:
Pursuing additional content outside the
Acquisition. Vinco is focused on exploring additional
media and publishing asset acquisitions to generate content and
deliver significant audience scale across the Company’s digital
first content ecosystem.
Your Board is highly engaged, extremely
qualified and is currently overseeing the effective execution of
the Company’s strategy to generate significant long-term value. The
Board collectively possesses the right marketing and technology
expertise, prior public board and C-suite experience and financial
acumen to oversee the successful execution of the Company’s
strategy to unlock value for shareholders.
The reverse stock split will automatically
increase the stock price to regain compliance with Nasdaq continued
listing requirements. The following table contains approximate
information relating to the Common Stock under the low end, high
end and midpoint of the proposed range of reverse stock split
ratios, without giving effect to any adjustments for fractional
shares of Common Stock, based upon a closing price of $0.26 (as of
April 18, 2023).
Status |
|
Stock Price (as
adjusted) |
|
|
Number of Shares of Common Stock
Authorized |
|
|
Number of Shares of Common Stock
Issued and Outstanding |
|
|
Number of Shares of Common Stock
Authorized but Unissued |
|
Pre-Reverse Stock Split |
|
$ |
0.26 |
|
|
|
249,000,000 |
|
|
|
248,987,660 |
|
|
|
12,340 |
|
Post-Reverse Stock Split 1:2 |
|
$ |
0.52 |
|
|
|
249,000,000 |
|
|
|
124,493,830 |
|
|
|
124,506,170 |
|
Post-Reverse Stock Split 1:10 |
|
$ |
2.60 |
|
|
|
249,000,000 |
|
|
|
24,898,766 |
|
|
|
224,101,234 |
|
Post-Reverse Stock Split 1:20 |
|
$ |
5.20 |
|
|
|
249,000,000 |
|
|
|
12,449,383 |
|
|
|
236,550,617 |
|
YOUR VOTE IS VERY IMPORTANT – HELP ENSURE
VINCO’S MOMENTUM CONTINUES
Protect the value of your investment and vote
for ALL 12 proposals on the proxy materials you
receive.
We believe that approving the Acquisition is an
essential first step in the Company’s growth strategy and that
approving the share issuances and reverse stock split will give
Vinco the necessary financial flexibility to operate successfully
by automatically increasing the stock price to regain compliance
with Nasdaq continued listing requirements.
Thank you for your continued support as we
capitalize on the opportunities ahead.
Sincerely,
The Vinco Board of Directors
James Robertson
BiographyMr. Robertson is the former
Editor-In-Chief of Us Weekly. Previously, he served as Senior
Executive Editor overseeing all newsgathering for a portfolio of
celebrity publications for American Media Inc., including Us
Weekly, The National Enquirer, RadarOnline, InTouch, Star and Life
& Style, and was previously the youngest Editor-In-Chief in
tabloid media for OK! Magazine. He’s an experienced producer for TV
specials and podcast productions. Mr. Robertson has been uniquely
instrumental in the current acquisition strategies to help elevate
Vinco into becoming the largest entertainment media and technology
company in the country. Mr. Robertson holds a BA Hons in Magazine
Journalism and Feature Writing from Southampton Solent University,
England, UK.
Chris Polimeni Biography
Mr. Polimeni previously served as Executive Vice
President - CFO/COO of Accelerate360 Holdings, LLC &
Subsidiaries, the parent company of a360 Media, LLC (formerly
American Media, LLC.). He also served in the same capacity at
American Media, LLC for 12 years prior to the consolidation of
American Media, LLC with Accelerate360 Holdings, LLC in 2020. He
has been involved in acquisitions, corporate finance, SEC reporting
and corporate management for more than thirty years. Mr. Polimeni
holds a B.B.A. from Hofstra University.
***
YOUR VOTE IS IMPORTANT!
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
ALL 12 PROPOSALS.
WE URGE YOU TO COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS
INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING.
***
To vote by phone, please dial
1-800-690-6903 and have your control number ready, which is
available on the proxy card mailed or electronically delivered to
each shareholder of record.
To vote by mail, please mark, sign and
date your Proxy Card and return it in the postage-paid envelope
provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.
If you need assistance voting your shares
or obtaining your control number or have any other questions,
please contact Kingsdale Advisors by calling toll free at
1-855-682-2023 or via email at
contactus@kingsdaleadvisors.com.
***
Vinco Urges Shareholders to Vote FOR All
12 Proposals at the Annual Meeting.
If shareholders have any questions,
please contact Vinco’s proxy
solicitors, Kingsdale Advisors US, at 1-855-682-2023
About Vinco Ventures
Vinco Ventures (Nasdaq: BBIG) is focused on the
development of digital media and content technologies. Vinco
Ventures’ consolidated subsidiary, ZVV Media Partners, LLC, a joint
venture of Vinco Ventures and ZASH Global Media and Entertainment
Corporation, has an 80% ownership interest in Lomotif Private
Limited. Vinco Ventures owns a 100% ownership interest in AdRizer,
LLC.
For more information, please visit
https://investors.vincoventures.com.
Forward-Looking Statements and
Disclaimers
This press release contains “forward-looking
statements” as defined in the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995, which are based
upon beliefs of, and information currently available to, Vinco
Ventures’ management as well as estimates and assumptions made by
Vinco Ventures’ management. These statements can be identified by
the fact that they do not relate strictly to historic or current
facts. When used in this presentation the words “estimate,”
“expect,” “intend,” “believe,” “plan,” “anticipate,” “projected,”
and other words or the negative of these terms and similar
expressions as they relate to the applicable company or its
management identify forward-looking statements. Such statements
reflect the current view of Vinco Ventures with respect to future
events and are subject to risks, uncertainties, assumptions and
other factors relating to Vinco Ventures and its subsidiaries and
consolidated variable interest entities including Lomotif, their
industry, financial condition, operations and results of
operations. Such factors include, but are not limited to, the
expected risks and benefits from the proposed increase in Vinco
Ventures’ authorized shares as described in our proxy statement,
Vinco Ventures’ investments in ZVV Media Partners, LLC, Lomotif
Private Limited, PZAJ Holdings, LLC and related growth initiatives
and strategies such as the blended media, cross-platform
distribution strategy, the expected benefits of Lomotif’s
participation in and sponsorship of live entertainment events, the
expected benefits from acquisition of AdRizer and planned
integration of the AdRizer technology with Lomotif and Honey Badger
and synergies between AdRizer, Lomotif and Honey Badger, the
regulatory risks with the NFT and blockchain business lines and
such other risks and uncertainties described more fully in
documents filed by Vinco Ventures and Cryptyde with or furnished to
the Securities and Exchange Commission, including the risk factors
discussed in Vinco Ventures’ Annual Report on Form 10-K for the
period ended December 31, 2021 filed on April 15, 2022 which is
available at www.sec.gov. Should one or more of these risks or
uncertainties materialize, or the underlying assumptions prove
incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended, or planned.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, performance, or achievements. Except as required by
applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to
conform these statements to actual results.
For further information, please
contact:
Investor
Contactinvestor@vincoventures.com
Media ContactLongacre Square
PartnersJoe Germani / Charlotte Kiaievinco@longacresquare.com
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