Recently-appointed Vinco Ventures co-CEO Ted Farnsworth apologized today to shareholders after “rogue” independent director John Colucci accused the veteran executive of planning a hostile takeover and made a series of false statements in an unauthorized company press release.
Farnsworth via his ZASH Global Media and Entertainment Company created ZVV Media Partners, a joint venture between Zash and Vinco Ventures, and delivered the joint venture’s most prized assets. ZVV Media Partners bought AdRizer, a top ad tech publisher and analytics software with a focus revenue attribution. Lomotif is the fastest-growing video platform, rivaling Tik Tok.
Unhappy with the delays in finalizing the joint venture (Farnsworth feels the independent directors were “dragging their feet”), the 60-year-old financier and entrepreneur was nominated to the role of co-Chief Executive Officer to “shepherd” through the close.
Farnsworth was confirmed by filings to the SEC EDGAR on July 22, 2008, that Lisa King had been elected president of ZVV. ZASH, Lomotif and AdRizer are among ZASH’s most prized assets. Colucci was then voted off as independent director.
Vinco (BBIG), was traded at $1.10 on this day. However, Colucci now sees the appointment differently, and accuses Farnsworth, who was accused of orchestrating a hostile takeover. Shareholders have witnessed the stock price plummet to a 52-week high (0.79) at close of trading July 26, (down -55.25% for the year).
In an unauthorized company press release issued by Colucci, it claimed a number of executive level officers were fired and made erroneous statements about the company’s finances.
Breaking his silence on the matter, Farnsworth told Feed Layer in an interview: “First of all, let me apologize to the shareholders of Vinco Ventures. It looks almost like there is a circus going on.
“This deal has been out there for a year and a half, and I believe the Vinco shareholders have a right to know what’s going on. The delay is just too long.”
According to Farnsworth, Colucci — a 42-year-old with seemingly no public company experience — joined the Vinco board as an independent director to explain data to the other board members. He started in the role around six weeks ago and approximately two weeks in, the board hired one of the top independent legal firms to investigate Colucci’s independence.
“We hired one of the top firms in the country and they came back with serious reservations,” Farnsworth said, claiming Colucci refused to cooperate fully with the independent counsel and so was marked by the law firm as a “negative inference,” and they did not believe he was independent.
“Our corporate counsel sent out a letter to the company saying Colucci needed to step down as independent director immediately because we believe he doesn’t qualify as an independent,” Farnsworth continued, adding he believes Colucci did not disclose certain third-party transactions.
“It’s about the disclosure. Let’s just say that it wasn’t about disclosure. Instead of our lawyers requesting him to resign from his position as independent director, and instead request an administrative leave of absent, he allows a press conference without obtaining the company approvals.
“People might say Colucci can be a very charming guy and I would agree, but smart people see right through that.”
Farnsworth admits he was concerned by Colucci’s disturbing behavior in the build up to the public smear against him, and says he thinks Colucci’s lack of experience in the complex world of public companies, rules of NASDAQ, SEC regulations and laws, is behind the sudden coup attempt.
“Fast-forward to where we are today, John Colucci is not qualified to be an independent director.
Especially if he’s claiming to be CEO. He’s sitting here just blocking the company right now from getting work done and damaging shareholder value for the shareholders of Vinco Ventures,” Farnsworth said.
“Then he comes out with this accusation of a ‘thwarted hostile takeover from the Farnsworth Group.’
Well, if you know Wall Street, a hostile takeover is when they come in to buy your company and management doesn’t want you in there. This deal has been out there for a year and a half and it can’t be hostile because I was the one who raised the money and brought in all the assets – Lomotif, AdRizer, etc. – and closed on these. So there’s no way that’s hostile.”
Farnsworth claimed that Vinco employees started a petition against Colucci.
“The only ones that are suffering here are the Vinco shareholders. That’s really troubling to me where they have a right to know what we’re doing, how it’s going to happen, how we’re closing. The independent directors have had certain documents with them for several months, and they are now ready to help us close the deal. It’s just a game they’re playing and now I’m calling them out on it because the company is owned by the shareholders. It’s not owned by John Colucci.
“When you look at it, it’s really him doing a hostile takeover. This is all about his ego and it really is a power grab.”
In response to the unauthorized press release that Vinco immediately took it down from its investor relations website, Farnsworth said: “John Colucci has run rogue. I’m still co-CEO as long as the shareholders will have me as co-CEO, I’ll be there. The chairman Rob Vanderbilt is still chairman of the company and as long as they keep him there and Lisa King, she’s still a director.”
“We are here for the Vinco shareholders supporting anything they stand for. If anything changes I’ll be the first one to tell them.”Originally published on https://fdlyr.co/ on July 27, 2022