UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2019



or



|[  ] | 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)



|Nevada                                       |  | 82-2199200             
|-------------------------------------------- |  | -----------------------
|(State
    or Other Jurisdiction             |  | (I.R.S.
    Employer   
|of
    Incorporation or Organization)        |  | Identification
    No.)
|                                             |  |                        
|1
    West Broad Street, Suite 1004          |  |                        
|Bethlehem,
    Pennsylvania                  |  | 18018                  
|(Address
    of Principal Executive Offices) |  | (Zip
    Code)         



(484)
893-0060

(Registrant’s
Telephone Number, Including Area Code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                      |  | Name
    of exchange on which registered
|-------------------------------------------- |  | ----------------------------------------
|Common
    Stock, $0.001 par value per share |  | Nasdaq                                  



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



[  ]
Yes [X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.



[  ]
Yes [X] No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



[  ]
Yes [X] No



The
aggregate market value on June 30, 2019 (the last business day of the Company’s most recently completed second quarter)
of the voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on
that date, was approximately $7,734,303. The registrant does not have non-voting common stock outstanding.



As
of May 28, 2020, there were 9,210,401 shares of the registrant’s common stock outstanding.




















EXPLANATORY
NOTE



Edison
Nation, Inc. (the “Company”) is filing this amendment (this “Amendment”) to its Annual Report on Form
10-K, filed on May 29, 2020 (the “Original Form 10-K”), solely to disclose that the Company had filed the Original
Form 10-K after the March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day
extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Modifying Exemptions From the Reporting and
Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (the “Order”).



On
March 26, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension
(the “Form 8-K”). Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file
the Original Form 10-K until May 29, 2020 because the Company’s operations and business have experienced significant disruptions
due to the unprecedented conditions surrounding the coronavirus (“COVID-19”) pandemic.



As
disclosed in the Form 8-K, in order to manufacture many of the Company’s products, the Company purchases components from
several key China-based suppliers, Jiada Toys Co., Ltd., Hangzhou Heli Electronics Co., Limited, King Honor Enterprises Limited
and Major Toys Limited. The Company’s Asian office is located adjacent to China, in Hong Kong. As a result of the rapid
spread of the novel coronavirus (“COVID-19”), China began quarantines related to COVID-19 on January 23, 2020 and
Hong Kong imposed a compulsory nationwide quarantine on March 19, 2020. In addition, the Company has a number of suppliers and
customers located in other parts of Asia, which have also been severely impacted by the spread of COVID-19, with many Asian nations
correspondingly imposing quarantines on their citizens.



As
a result of the COVID-19 quarantines described above, the Company’s operations in China were unable to fully resume from
the end of the “Chinese New Year” on February 8, 2020, until March 23, 2020. Specifically, the Company relied
on the Order due to the operational suspension causing the Company’s finance team to not be able to complete the preparation
of the Company’s consolidated financial statements and its Annual Report on Form 10-K until after March 30, 2020.



In
addition, as required by Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its
Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits
to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been
omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements
are being filed with this Amendment.



Except
as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore,
this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing
of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s
filings with the SEC subsequent to the filing of the Original Form 10-K.











PART
IV



ITEM
15. EXHIBITS



(a)
(3) Exhibits:



|Exhibit |  |                                                                                                 |  | Incorporated
By
 Reference to |  | Filed  
|------- |  | ----------------------------------------------------------------------------------------------- |  | ----------------------------- |  | -------
|Number  |  | Description                                                                                     |  | Form                          |  | Exhibit
|31.1*   |  | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |                               |  |        
|31.2*   |  | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |                               |  |        



|* |  | Filed
    herewith.
|- |  | -------------------











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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.



|             | EDISON
    NATION, INC.
|------------ | -----------------------
|             |                        
|June
4, 2020 | By:                    
|             |                        
|             |                        
|             |                        



Pursuant
to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.



|Signature                       |  | Title                                                              |  | Date            
|------------------------------- |  | ------------------------------------------------------------------ |  | ----------------
|                                |  |                                                                    |  |                 
|/s/
    Christopher B. Ferguson |  | Chief
    Executive Officer and Chairman of the Board of Directors |  | June
    4, 2020
|Christopher
    B. Ferguson     |  | (Principal
    Executive Officer)                                  |  |                 
|                                |  |                                                                    |  |                 
|/s/
    Louis Foreman           |  | Director                                                           |  | June
    4, 2020
|Louis
    Foreman               |  |                                                                    |  |                 
|                                |  |                                                                    |  |                 
|/s/
    Frank Jennings          |  | Director                                                           |  | June
    4, 2020
|Frank
    Jennings              |  |                                                                    |  |                 
|                                |  |                                                                    |  |                 
|/s/
    Mary Ann Halford        |  | Director                                                           |  | June
    4, 2020
|Mary
    Ann Halford            |  |                                                                    |  |                 
|                                |  |                                                                    |  |                 
|/s/
    Kevin J. O’Donnell      |  | Director                                                           |  | June
    4, 2020
|Kevin
    J. O’Donnell          |  |                                                                    |  |