SecProbe.io

CORRESP
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filename1.htm

March
30, 2020

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C., 20549

Attn:
Edward M. Field and Geoffrey D. Kruczek

 Re: Edison
                                         Nation, Inc.

    Registration
                                         Statement on Form S-1

    Filed
                                         on February 12, 2020

    File
                                         No. 333-236401

Dear
Messrs. Kelly and Mr. Kruczek:

Edison
Nation, Inc. (the “Company”) is in receipt of the above-captioned Comment Letter (the “Comment Letter”)
regarding the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on February 12, 2020 (the “Registration Statement”). On behalf of the Company, we are responding to the comment
provided by the staff (the “Staff”) of the Commission.

For
convenience of reference, the Staff’s comment contained in the Comment Letter is reprinted below in italics, and is
followed by the corresponding response. In connection herewith, the Company is filing an amendment (the “Amendment”)
to the Registration Statement for the sole purpose of including as an exhibit to the Registration Statement: (i) the Company’s
most recent amended and restated Articles of Incorporation (as discussed below), and (ii) our opinion covering the securities
offered by the selling security holders originally identified in the Registration Statement. Capitalized terms used herein and
not defined shall have the meaning given to such terms in the Registration Statement.

Article
XIII of our Amended and Restated Articles of Incorporation designates the courts of the State of Nevada..., page 22

 1. We
                                         note that your exclusive forum provision identifies the courts of the state of Nevada
                                         as the sole and exclusive forum for some litigation, including “any derivative
                                         action or proceeding.” Revise the disclosure to make clear whether this provision
                                         applies to actions arising under the Securities Act or the Exchange Act. We note that
                                         Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
                                         brought to enforce any duty or liability created by the Exchange Act or its rules and
                                         regulations, and Section 22 of the Securities Act creates concurrent jurisdiction for
                                         federal and state courts over all suits brought to enforce any duty or provision created
                                         by the Securities Act or its rules and regulations. If the provision applies to Securities
                                         Act claims, please also revise your prospectus to state that there is uncertainty on
                                         whether a court would enforce the provision and that investors cannot waive compliance
                                         with the federal securities laws and their rules and regulations. If this provision does
                                         not apply to actions arising under the Securities Act or the Exchange Act, ensure that
                                         the exclusive forum provision in your governing documents states this clearly, or tell
                                         us how you will inform investors in future filings, including an amendment to this registration
                                         statement, that the provision does not apply to any actions arising under the Securities
                                         Act or the Exchange Act.

Edison Nation, Inc.

March
30, 2020

Page
2

RESPONSE:
As reported in the Company’s Current Report on Form 8-K filed with the Commission on March 26, 2020, the Company filed
a Certificate of Amendment with the Secretary of State of the State of Nevada amending and restating its Articles of Incorporation
(the “Articles”), with the amended and restated Articles being included as an exhibit to such Current Report
on Form 8-K. Based on the Staff’s input, the principal reason for the amendment and restatement of the Articles was to ensure
that the exclusive forum provision set forth in Article XIII of the Articles is clearly written so as to be inapplicable
to any action brought under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Accordingly,
the Amendment updates Item 16 of the Registration Statement to include the amended and restated Articles with the updated forum
selection clause the Company believes is thus also responsive to the Staff’s comment, as an exhibit thereto.

*
* *

Please
feel free to contact me should there arise any questions with regard to the Staff’s review of the Amendment or the foregoing
response to the Staff’s comment.

    Sincerely,

    /s/
    Marc Adesso, Esq.

    Waller
    Lansden Dortch & Davis, LLP

    cc:
    Christopher
B. Ferguson

    Chief
Executive Officer and Chairman

    Brett
Vroman

    Chief
Financial Officer