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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/28/20 Edison Nation, Inc. S-1/A 104:12M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.37M
(General Form)
2: EX-5.1 Opinion of Counsel re: Legality HTML 36K
3: EX-23.1 Consent of Expert or Counsel HTML 29K
10: R1 Document and Entity Information HTML 45K
11: R2 Condensed Consolidated Balance Sheets HTML 145K
12: R3 Condensed Consolidated Balance Sheets HTML 54K
(Parenthetical)
13: R4 Condensed Consolidated Statements of Operations HTML 104K
14: R5 Condensed Consolidated Statement of Changes in HTML 152K
Stockholders' Equity (Deficit)
15: R6 Condensed Consolidated Statement of Changes in HTML 31K
Stockholders' Equity (Deficit) (Parenthetical)
16: R7 Condensed Consolidated Statements of Cash Flows HTML 169K
17: R8 Condensed Consolidated Statements of Cash Flows HTML 34K
(Parenthetical)
18: R9 Basis of Presentation and Nature of Operations HTML 60K
19: R10 Summary of Significant Accounting Policies HTML 138K
20: R11 Acquisition and Divestitures HTML 78K
21: R12 Variable Interest Entities HTML 62K
22: R13 Accounts Receivable HTML 37K
23: R14 Inventory HTML 37K
24: R15 Prepaid Expenses and Other Current Assets HTML 36K
25: R16 Property and Equipment, Net HTML 39K
26: R17 Goodwill HTML 34K
27: R18 Intangible Assets, Net HTML 59K
28: R19 Accrued Expenses and Other Current Liabilities HTML 36K
29: R20 Debt HTML 112K
30: R21 Income Taxes HTML 68K
31: R22 Related Party Transactions HTML 38K
32: R23 Commitments and Contingencies HTML 52K
33: R24 Stockholders' Equity HTML 59K
34: R25 Subsequent Events HTML 62K
35: R26 Summary of Significant Accounting Policies HTML 200K
(Policies)
36: R27 Summary of Significant Accounting Policies HTML 87K
(Tables)
37: R28 Acquisition and Divestitures (Tables) HTML 75K
38: R29 Variable Interest Entities (Tables) HTML 58K
39: R30 Accounts Receivable (Tables) HTML 37K
40: R31 Inventory (Tables) HTML 38K
41: R32 Prepaid Expenses and Other Current Assets (Tables) HTML 36K
42: R33 Property and Equipment, Net (Tables) HTML 38K
43: R34 Goodwill (Tables) HTML 34K
44: R35 Intangible Assets, Net (Tables) HTML 61K
45: R36 Accrued Expenses and Other Current Liabilities HTML 36K
(Tables)
46: R37 Debt (Tables) HTML 65K
47: R38 Income Taxes (Tables) HTML 69K
48: R39 Commitments and Contingencies (Tables) HTML 35K
49: R40 Stockholders' Equity (Tables) HTML 48K
50: R41 Basis of Presentation and Nature of Operations HTML 95K
(Details Narrative)
51: R42 Basis of Presentation and Nature of Operations HTML 167K
(Details Narrative) (10-K)
52: R43 Summary of Significant Accounting Policies HTML 31K
(Details Narrative)
53: R44 Summary of Significant Accounting Policies HTML 64K
(Details Narrative) (10-K)
54: R45 Summary of Significant Accounting Policies - HTML 32K
Schedule of Concentration of Risk of Accounts
Receivable (Details)
55: R46 Summary of Significant Accounting Policies - HTML 43K
Schedule of Disaggregation of Revenue (Details)
56: R47 Summary of Significant Accounting Policies - HTML 36K
Schedules of Concentration of Risk, by Risk Factor
(Details) (10-K)
57: R48 Summary of Significant Accounting Policies - HTML 45K
Schedule of Revenue from External Customers and
Long-Lived Assets, by Geographical Areas (Details)
58: R49 Summary of Significant Accounting Policies - HTML 49K
Schedule of Antidilutive Securities Excluded from
Computation of Earnings Per Share (Details)
59: R50 Summary of Significant Accounting Policies - HTML 36K
Schedule of Fair Value, Liabilities Measured on
Recurring Basis, Unobservable Input Reconciliation
(Details) (10-K)
60: R51 Summary of Significant Accounting Policies - HTML 40K
Schedule of Cumulative Effect of Initially
Applying the New Lease Accounting Standard
(Details) (10-K)
61: R52 Acquisitions and Divestitures (Details Narrative) HTML 66K
62: R53 Acquisitions and Divestitures (Details Narrative) HTML 119K
(10-K)
63: R54 Acquisitions and Divestitures - Schedule of HTML 43K
Business Combination of Assets and Liabilities
(Details)
64: R55 Acquisitions and Divestitures - Summary of the HTML 64K
Aggregate Purchase Price Consideration Paid
(Details) (10-K)
65: R56 Acquisitions and Divestitures - Summary of HTML 97K
Preliminary Purchase Price Allocation of Fair
Values of the Assets Acquired and Liabilities
Assumed (Details) (10-K)
66: R57 Acquisitions and Divestitures - Schedule of Pro HTML 56K
Forma Information (Details) (10-K)
67: R58 Variable Interest Entities (Details Narrative) HTML 81K
68: R59 Variable Interest Entities - Schedule of Variable HTML 126K
Interest Entities (Details)
69: R60 Variable Interest Entities - Schedule of Variable HTML 31K
Interest Entities (Details) (Parenthetical)
70: R61 Accounts Receivable - Schedule of Accounts HTML 37K
Receivable (Details)
71: R62 Inventory - Schedule of Inventory (Details) HTML 38K
72: R63 Prepaid Expenses and Other Current Assets - HTML 44K
Schedule of Accrued Expenses and Other Current
Liabilities (Details Narrative) (10-K)
73: R64 Property and Equipment, Net (Details Narrative) HTML 31K
(10-K)
74: R65 Property and Equipment, Net - Schedule of Property HTML 51K
and Equipment (Details) (10-K)
75: R66 Goodwill (Details Narrative) (10-K) HTML 31K
76: R67 Goodwill - Schedule of Goodwill (Details) (10-K) HTML 38K
77: R68 Intangible Assets, Net (Details Narrative) (10-K) HTML 32K
78: R69 Intangible Assets, Net - Schedule of Intangible HTML 64K
Assets (Details) (10-K)
79: R70 Intangible Assets, Net - Schedule of Estimated HTML 43K
Future Amortization of Intangibles (Details)
(10-K)
80: R71 Accrued Expenses and Other Current Liabilities - HTML 49K
Schedule of Accrued Expenses and Other Current
Liabilities (Details) (10-K)
81: R72 Debt (Details Narrative) HTML 356K
82: R73 Debt (Details Narrative) (10-K) HTML 273K
83: R74 Debt - Schedule of Debt (Details) HTML 79K
84: R75 Debt - Schedule of Maturities of Long-term Debt HTML 55K
(Details)
85: R76 Income Taxes (Details Narrative) HTML 33K
86: R77 Income Taxes (Details Narrative) (10-K) HTML 37K
87: R78 Income Taxes - Schedule of Income Before Income HTML 40K
Tax, Domestic and Foreign (Details) (10-K)
88: R79 Income Taxes - Schedule of Deferred Tax Assets and HTML 52K
Liabilities (Details) (10-K)
89: R80 Income Taxes - Schedule of Components of Income HTML 59K
Tax Expense (Benefit) (Details) (10-K)
90: R81 Income Taxes - Schedule of Effective Income Tax HTML 55K
Rate Reconciliation (Details)
91: R82 Related Party Transactions (Details Narrative) HTML 32K
92: R83 Related Party Transactions (Details Narrative) HTML 47K
(10-K)
93: R84 Commitments and Contingencies (Details Narrative) HTML 65K
94: R85 Commitments and Contingencies (Details Narrative) HTML 118K
(10-K)
95: R86 Commitments and Contingencies - Schedule of HTML 56K
Reconciliation of Future Undiscounted Cash Flows
(Details) (10-K)
96: R87 Stockholders' Equity (Details Narrative) HTML 47K
97: R88 Stockholders' Equity (Details Narrative) (10-K) HTML 158K
98: R89 Stockholders' Equity - Schedule of Share-based HTML 69K
Compensation, Stock Options, Activity (Details)
99: R90 Stockholders' Equity - Schedule of Stock HTML 37K
Compensation Expense by Award Type (Details)
(10-K)
100: R91 Subsequent Events (Details Narrative) HTML 164K
101: R92 Subsequent Events (Details Narrative) (10-K) HTML 510K
103: XML IDEA XML File -- Filing Summary XML 202K
102: EXCEL IDEA Workbook of Financial Reports XLSX 192K
4: EX-101.INS XBRL Instance -- ednt-20200630 XML 3.12M
6: EX-101.CAL XBRL Calculations -- ednt-20200630_cal XML 295K
7: EX-101.DEF XBRL Definitions -- ednt-20200630_def XML 1.34M
8: EX-101.LAB XBRL Labels -- ednt-20200630_lab XML 1.92M
9: EX-101.PRE XBRL Presentations -- ednt-20200630_pre XML 1.60M
5: EX-101.SCH XBRL Schema -- ednt-20200630 XSD 327K
104: ZIP XBRL Zipped Folder -- 0001493152-20-016950-xbrl Zip 290K
Exhibit 5.1
 |
LUCOSKY BROOKMAN LLP |
| August 28, 2020 |
101 Wood Avenue South 5th floor T - (732) 395-4400 F - (732) 395-4401 |
Edison Nation, Inc. 1 West Broad Street, Suite 1004 |
111 Broadway Suite 807 |
Ladies and Gentlemen:
We have acted as counsel to Edison Nation, Inc., a Nevada corporation (the “Company” or “you”), and have examined the Amendment 3 to the Registration Statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about August 28, 2020, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,725,492 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
In connection herewith, we have examined the Registration Statement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Second Amended and Restated Articles of Incorporation, as amended, and Bylaws, each as currently in effect, and such other corporate records, agreements and instruments of the Company, and certificates of public officials and officers of the Company, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes.
When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Registration Statement and certificates or statements of appropriate representatives of the Company.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, paid for, if such payment is required by the applicable award agreement, and delivered pursuant to the terms and in the manner set forth in the Plan and any relevant agreements thereunder, and assuming that the Shares have been and remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly issued, fully paid and nonassessable.
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:
C:
Our opinion herein reflects only the application of the Nevada Business Corporations Act of the State of Nevada (including the statutory provisions, the applicable provisions of the Nevada Business Corporations Act and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances. The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.
This opinion letter is being delivered by us in connection with the filing of the Registration Statement with the Commission. We do not render any opinions except as set forth above. We hereby consent to the inclusion of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Registration Statement. In giving this consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.
| Very Truly Yours, | |
| /s/ Lucosky Brookman LLP | |
| Lucosky Brookman LLP |
C:
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/28/20 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/05/20 Vinco Ventures, Inc. S-1/A 2:222K M2 Compliance LLC/FA |