SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
|x||QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the quarterly period ended September 30, 2018
|¨||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the transition period from_____to _____
Commission file number: 001-38448
EDISON NATION, INC.
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction||(IRS Employer|
|of Incorporation or Organization)||Identification Number)|
|909 New Brunswick Ave|
|Phillipsburg, New Jersey||08865|
|(Address of Principal Executive Offices)||(Zip Code)|
|(Registrant’s Telephone Number, Including Area Code)|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer ¨||Accelerated filer ¨|
|Non-accelerated filer x||Smaller Reporting Company x|
|Emerging Growth Company x|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
As of November 14, 2018, there were 5,050,004 shares of the registrant’s common stock outstanding.
This Amendment No. 1 to the Quarterly Report on the Form 10-Q of Edison Nation, Inc. (the “Company”) for the quarter ended September 30, 2018 originally filed on November 14, 2018 (the "Original Filing"), is being filed solely to include the XBRL documents Exhibit Number 101, which were omitted from the Original Filing as originally filed.
Except as discussed above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
|Exhibit||Incorporated By Reference to||Filed or |
|3.1||Articles of Merger, filed with the Secretary of State of Nevada effective September 7, 2018||8-K||3.1||September 12, 2018|
|3.2||Second Amended and Restated Bylaws of Edison Nation, Inc.||8-K||3.2||September 12, 2018|
|10.1||Membership Interest Purchase Agreement dated June 29, 2018||8-K||10.1||September 6, 2018|
|10.2||Fifth Amended and Restated Operating Agreement of Edison Nation Holdings, LLC, dated September 4, 2018||8-K||10.2||September 6, 2018|
|10.3||Registration Rights Agreement dated September 4, 2018||8-K||10.3||September 6, 2018|
|10.4||Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan||8-K||3.3||September 12, 2018|
|10.5||Employment Agreement, by and between Edison Nation, Inc. and Christopher Ferguson, dated September 26, 2018||8-K||10.1||October 5, 2018|
|10.6||Employment Agreement, by and between Edison Nation, Inc. and Phil Anderson, dated September 26, 2018||8-K||10.2||October 5, 2018|
|31.1+||Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002||10-Q||31.1||November 14, 2018|
|31.2+||Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002||10-Q||31.2||November 14, 2018|
|32.1+||Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002||10-Q||32.1||November 14, 2018|
|101.INS*||XBRL Instance Document||X|
|101.SCH*||XBRL Taxonomy Extension Schema Document||X|
|101.CAL*||XBRL Taxonomy Extension Calculation Linkbase Document||X|
|101.DEF*||XBRL Taxonomy Extension Definition Linkbase Document||X|
|101.LAB*||XBRL Taxonomy Extension Label Linkbase Document||X|
|101.PRE*||XBRL Taxonomy Extension Presentation Linkbase Document||X|
Previously filed or furnished with the Company’s original 10-Q filed with the Securities and Exchange Commission on November 14, 2018.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 15, 2018
|EDISON NATION, INC.|
|By:||/s/ Christopher B. Ferguson|
|Christopher B. Ferguson|
|Chairman and Chief Executive Officer|
|(Principal Executive Officer)|
|By:||/s/ Philip Anderson|
|Corporate Secretary and Chief Financial Officer|
|(Principal Financial Officer and Principal Accounting Officer)|