Basic Stats
| CIK | 1350073 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Iconic Brands, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| November 8, 2024 |
ICNB / Iconic Brands, Inc. / Hudson Bay Capital Management LP - ICNB 13G/A Passive Investment SC 13G/A 1 icnb13ga.htm ICNB 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Iconic Brands, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45107V306 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 000-53162 ICONIC BR |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 28, 2023 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commissio |
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| May 26, 2023 |
EXHIBIT 10.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2023 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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: 000-53162 Iconic Brands, Inc. (Ex |
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| March 31, 2023 |
Code of Conduct & Business Ethics EXHIBIT 14 ICONIC BRANDS, INC. Code of Conduct & Business Ethics Adopted on March 6, 2023 The following Code of Conduct & Business Ethics (this “Code”) is applicable to all Directors, Officers and Employees (collectively referred to herein as the “individuals”) of Iconic Brands, Inc. and all its subsidiary companies (collectively referred to herein as “the Company”). The purpose of this Code is to |
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| February 9, 2023 |
ICNB / Iconic Brands Inc / Hudson Bay Capital Management LP - ICNB 13GA Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iconic Brands, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45107V306 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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: 000-53162 ICONI |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report |
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| November 4, 2022 |
November 4, 2022 Via EDGAR Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N. |
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| October 21, 2022 |
October 21, 2022 Via Edgar Heather Clarke Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| October 11, 2022 |
Iconic Brands to Present at the Dawson James 7th Annual Small Cap Growth Conference EXHIBIT 99.2 Iconic Brands to Present at the Dawson James 7th Annual Small Cap Growth Conference AMITYVILLE, NY - October 10, 2022 - Iconic Brands, Inc. (OTC: ICNB) (?Iconic? or the ?Company?), a leader in the development, design and delivery of alcohol and non-alcohol beverages, today announced that it will participate in the Dawson James 7th Annual Small Cap Growth Conference being held on Octob |
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| October 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 10, 2022 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commiss |
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| October 11, 2022 |
EXHIBIT 99.1 |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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: 000-53162 ICONIC BRA |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 000-53162 ICONIC BR |
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| July 22, 2022 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 18, 2022 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commission |
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| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 30, 2022 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commissio |
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| July 7, 2022 |
Employment Agreement, dated July 26, 2021, between Iconic Brands, Inc. and Tom Martin EXHIBIT 10.1 TopPop LLC July 26, 2021 Thomas C. Martin 57 Horseshoe Drive Mt. Laurel, NJ 08054 Dear Tom: TopPop LLC, a New Jersey limited liability company (the ?Company?), is pleased to offer you employment on the terms set forth below. Position. You will serve in a full-time capacity as Chief Operating Officer & President of the Company. By signing this letter agreement (the ?Agreement?), you re |
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| July 7, 2022 |
EXHIBIT 99.1 Iconic Brands Announces Appointment of Tom Martin as Interim CEO and Intention to Change Corporate Name to ?TopPop Innovative Brands, Inc.? and Ticker Symbol to ?TPOP? ? Tom Martin, a 40-year veteran of the packaging industry, has assumed the interim Chief Executive Officer role, effective July 1, 2022. ? The proposed name change to TopPop Innovative Brands, Inc., and ticker change to |
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| June 15, 2022 |
EXHIBIT 10.38 AMENDMENT NO. 2 TO LICENSE AGREEMENT This AMENDMENT NO. 2, dated as of April 22, 2022, (the ?Amendment?) to License Agreement (defined below), between Christie Brinkley, Inc., a New York corporation (?Licensor?), Bellissima Spirits LLC, a Nevada limited liability company (?Licensee?), Iconic Brands, Inc., a Nevada corporation (?Iconic?), and, for limited purposes only, Christie Brink |
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| June 15, 2022 |
EXHIBIT 21.1 List of Subsidiaries Name of Subsidiary Percent Owned Jurisdiction of Organization Bellissima Spirits LLC 54 % Nevada BiVi LLC 54 % Nevada United Spirits, Inc. 100 % New York TopPop LLC 100 % New Jersey Empire Wine and Spirits, LLC 60 % Nevada |
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| June 15, 2022 |
EXHIBIT 10.39 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELLISSIMA SPIRITS LLC THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as it may be amended from time to time in accordance with its terms, this ?Agreement?) dated as of April 22, 2022 (the ?Effective Date?), of Bellissima Spirits LLC, Nevada limited liability company (the ?Company?), is entered |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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: 000-53162 Iconic Brands, Inc. (Ex |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o |
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| February 8, 2022 |
ICNB / Iconic Brands Inc / Hudson Bay Capital Management LP - ICNB 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Iconic Brands, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45107V306 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 11, 2022 |
As filed with the Securities and Exchange Commission on January 11, 2022 As filed with the Securities and Exchange Commission on January 11, 2022 Registration No. |
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| January 11, 2022 |
Iconic Brands, Inc. 2021 Equity Incentive Plan EXHIBIT 99.1 ICONIC BRANDS, INC. 2021 Equity Incentive Plan * * * * * 1. Purpose. The purpose of the Iconic Brands, Inc. 2021 Equity Incentive Plan is to further and promote the interests of Iconic Brands, Inc., its Subsidiaries (as defined below) and its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and consultants, or those who wil |
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| January 7, 2022 |
EXHIBIT 99.1 Iconic Brands Closes Final Tranche of July 2021 Financing for Additional Net Proceeds of $10.8 Million -Due to increasing demand, the Company plans to accelerate growth on several key initiatives, including TopPop facility production and expansion, the new launch of zero sugar still wines and increased awareness through social media and digital marketing AMITYVILLE, NY ? January 7, 20 |
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| January 7, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2022 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commiss |
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| December 23, 2021 |
128,995,031 Shares of Common Stock underlying Warrants Iconic Brands, Inc. Filed Pursuant to Rule 424B3 File No. 333-261400 PROSPECTUS 128,995,031 Shares of Common Stock underlying Warrants Iconic Brands, Inc. This prospectus relates to the resale, from time to time, by the selling stockholders named herein (the ?Selling Stockholders?) of an aggregate of 128,995,031 shares of common stock, par value $0.001 per share, issuable upon exercise of certain outstanding warrants |
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| December 23, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 23, 2021 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commi |
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| December 23, 2021 |
Letter from Qi CPA LLC, dated December 23, 2021 EXHIBIT 16.1 December 23, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read Item 4.01 of Form 8-K of Iconic Brands, Inc. dated December 23, 2021. We agree with the statements made concerning our firm contained therein. Yours very truly, /s/ QI CPA LLC Elmhurst, New York |
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| November 29, 2021 |
As filed with the Securities and Exchange Commission on November 29, 2021 As filed with the Securities and Exchange Commission on November 29, 2021 Registration No. |
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| November 29, 2021 |
EXHIBIT 21 List of Subsidiaries Name of Subsidiary Percent Owned Jurisdiction of Organization Bellissima Spirits LLC 54% Nevada BiVi LLC 54% Nevada United Spirits, Inc. 100% New York TopPop LLC 100% New Jersey |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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: 333-227420 ICON |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report |
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| October 18, 2021 |
CORPORATE PRESENTATION FALL 2021 OTCQB: ICNB EXHIBIT 99.1 CORPORATE PRESENTATION FALL 2021 OTCQB: ICNB DISCLAIMER AND FORWARD-LOOKING STATEMENTS 2 This slide deck PowerPoint presentation contains only preliminary information regarding our Company and should be read in conjunction with the subscription agreement The Company and our officers and representatives may from time to time make, ?forward-looking statements? within the meaning of the |
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| October 18, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 18, 2021 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commis |
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| October 13, 2021 |
TOPPOP LLC FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 EXHIBIT 99.2 TOPPOP LLC FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 1 TOPPOP LLC SIX MONTHS ENDED JUNE 30, 2021 AND 2020 I N D E X Page Financial Statements: Balance Sheet 3 Statement of Operations 4 Statement of Members? Equity 5 Statement of Cash Flows 6 Notes to Financial Statements 7 2 Table of Contents TOPPOP LLC BALANCE SHEET June 30, December 31, 2021 2020 (Unaudite |
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| October 13, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2021 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation |
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| October 13, 2021 |
EXHIBIT 99.1 TOPPOP LLC FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 TOPPOP LLC YEARS ENDED DECEMBER 31, 2020 AND 2019 I N D E X Page Independent Accountants? Audit Report 3 Financial Statements: Balance Sheet 4 Statement of Operations 5 Statement of Members? Equity 6 Statement of Cash Flows 7 Notes to Financial Statements 8-15 2 Table of Contents REPORT OF INDEPENDENT REGIS |
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| October 13, 2021 |
EXHIBIT 99.3 ICONIC BRANDS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF DECEMBER 31, 2020 AND FOR THE SIX MONTHS ENDED JUNE 30, 2021 Pro Forma Condensed Combined Financial Statements On July 26, 2021, Iconic Brands, Inc. (?Iconic Brands,? ?ICNB? and/or the ?Company?) entered into an acquisition agreement (the ?TopPop Acquisition Agreement?) with TopPop LLC, a New Jersey |
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| September 17, 2021 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT to ARTICLES OF INCORPORATION of ICONIC BRANDS, INC. The undersigned hereby certifies: 1. The name of the Corporation is Iconic Brands, Inc. 2. The Articles of Incorporation have been amended as follows: The first paragraph of Section 1 of the Additional Articles, entitled ?Capital Stock?, is amended and restated as follows: Effective on the open of business on |
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| September 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 17, 2021 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Comm |
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| August 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for use of the Commission only ? Definitive Information Statement ICONIC BRANDS, INC. (Name of Registrant as Specified in Charter) Paymen |
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| August 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only ☐ Definitive Information Statement ICONIC BRANDS, INC. (Name of Registrant as Specified in Charter) Paymen |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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: 333-227420 ICONIC BR |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for use of the Commission only ? Definitive Information Statement ICONIC BRANDS, INC. (Name of Registrant as Specified in Charter) Paymen |
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| August 4, 2021 |
ICNB / Iconic Brands Inc / Martin Thomas Charles - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240. 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240. 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Iconic Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45107V306 (CUSIP Number) Thomas |
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| August 4, 2021 |
ICNB / Iconic Brands Inc / InnoAccel Investments LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240. 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240. 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Iconic Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45107V306 (CUSIP Number) Thom |
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| August 4, 2021 |
ICNB / Iconic Brands Inc / Belton Thomas A. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240. 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240. 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Iconic Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45107V306 (CUSIP Number) Thomas |
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| August 4, 2021 |
Joint Filing Agreement, dated August 4, 2021, by and among the Reporting Persons. EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessi |
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| August 4, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessi |
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| July 30, 2021 |
EXHIBIT 99.1 |
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| July 30, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 30, 2021 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commissio |
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| July 27, 2021 |
EXHIBIT 10.16 EMPLOYMENT AGREEMENT This employment agreement (the ?Agreement?), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the ?Company?), and Richard DeCicco (?you?), with an address c/o Iconic Brands, Inc., 44 Seabro Avenue, Amityville, New York 11701 (the ?Com |
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| July 27, 2021 |
EXHIBIT 2 EMPLOYMENT AGREEMENT This employment agreement (the ?Agreement?), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc. |
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| July 27, 2021 |
EXHIBIT 10.10 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made, effective as of the 26 day of July 2021, by and between Iconic Brands, Inc., a Nevada corporation (the ?Buyer?), and Richard DeCicco (the ?Seller?). WHEREAS, as of the date hereof, the Seller is the owner of one hundred percent (100%) of the issued and outstanding capital stock (the ?Securities?) o |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for use of the Commission only ? Definitive Information Statement ICONIC BRANDS, INC. (Name of Registrant as Specified in Charter) Paymen |
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| July 27, 2021 |
EXHIBIT 10.7 EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?), dated as of July 26, 2021, is entered into by and between Iconic Brands, Inc., a Nevada corporation (the ?Company?), and each holder identified on the signature pages hereto (each a ?Holder? and collectively the ?Holders?). A. Each Holder currently holds (i) Series E Convertible Preferred Stock, Series F Convertible Prefer |
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| July 27, 2021 |
Certificate of Designation of Series A-2 Convertible Preferred Stock. EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE ARTICLES OF INCORPORATION, OR IN ANY AMENDMENT THERETO, OF THE SERIES A-2 CONVERTIBLE PREFERRED STOCK OF ICONIC BRANDS, INC. The undersigned, Richard J. DeCicco, on this 26th day of July, 2021, does hereby certify that: A. He is the President of Iconic Brands, Inc., |
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| July 27, 2021 |
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of July 26, 2021, between Iconic Brands, Inc., a Nevada corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase Agree |
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| July 27, 2021 |
EXHIBIT 10.14 REDEMPTION AGREEMENT This REDEMPTION AGREEMENT (this ?Agreement?), dated as of July 26, 2021, by and between 32 Entertainment LLC, a New York limited liability company (?32 Entertainment?), and Iconic Brands, Inc., a Nevada corporation (the ?Company?). W I T N E S S E T H: WHEREAS, 32 Entertainment is the owner of One Hundred Fifty (150) uncertificated shares of the Company?s Series |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2021 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commissio |
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| July 27, 2021 |
EXHIBIT 10.11 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELLISSIMA SPIRITS LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as it may be amended from time to time in accordance with its terms, this ?Agreement?) dated as of July 26, 2021 (the ?Effective Date?), of Bellissima Spirits LLC, a Nevada limited liability company (the ?Company?), is entered into among th |
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| July 27, 2021 |
EXHIBIT 10.17 EMPLOYMENT AGREEMENT This employment agreement (the ?Agreement?), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the ?Company?), and Roseann Faltings (?you?), with an address c/o Iconic Brands, Inc., 44 Seabro Avenue, Amityville, New York 11701 (the ?Co |
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| July 27, 2021 |
Employment Agreement, dated as of July 26, 2021, by and between Iconic Brands, Inc. and Larry Romer. EXHIBIT 10.18 EMPLOYMENT AGREEMENT This employment agreement (the ?Agreement?), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the ?Company?), and Larry Romer (?you?), with an address c/o Iconic Brands, Inc., 44 Seabro Avenue, Amityville, New York 11701 (the ?Company |
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| July 27, 2021 |
Form of Pledge Agreement, dated as of July 26, 2021, with Iconic Brands, Inc. EXHIBIT 10.3 PLEDGE AGREEMENT This Pledge AGREEMENT, dated as of July 26, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?), is by ICONIC BRANDS, INC., a Nevada corporation (?Iconic?) in favor of [] (?Seller?). WHEREAS, reference is made to that certain Promissory Note dated the date hereof (as amended, restated, supplemented, consolidated, replace |
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| July 27, 2021 |
ICNB / Iconic Brands Inc / DeCicco Richard J - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ICONIC BRANDS, INC. (Name of Issuer) COMMON STOCK $0.001 PAR VALUE (Title of Class of Securities) 45107V306 (CUSIP Number) RICHARD DECICCO 44 SEABRO AVENUE AMITYVILLE NEW YORK 11701 (631) 464-4050 (Name, Address and Telephone Number of Person Authorized to |
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| July 27, 2021 |
EXHIBIT 10.9 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the ?Agreement?) is made as of the 26 day of July, 2021, by and between Iconic Brands, Inc., a Nevada corporation (the ?Company?), and Richard DeCicco, the Company?s Chief Executive Officer, Chief Financial Officer, and a member of the Company?s Board of Directors (the ?Stockholder?). WHEREAS, as of the date hereof, the Stockholder is the owner o |
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| July 27, 2021 |
EXHIBIT 10.15 WAIVER AGREEMENT This Waiver Agreement, dated as of July 26, 2021 (this ?Agreement?), is entered into by and among Iconic Brands, Inc., a Nevada corporation (?Borrower?) and certain accredited investors signatory hereto (the ?Lenders?). RECITALS WHEREAS, on August 7, 2020, Borrower issued an aggregate of Two Million One Hundred Thousand Dollars ($2,100,000) face amount of Five Percen |
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| July 27, 2021 |
Iconic Brands, Inc. Announces $40 Million Dollar Private Placement and Restructuring EXHIBIT 99.1 Iconic Brands, Inc. Announces $40 Million Dollar Private Placement and Restructuring Company simultaneously closes acquisition of TopPop LLC to add significant revenues and EBITDA TopPop LLC acquisition expands Iconic Brands, Inc. into new and exciting market of ready-to-freeze single serve alcohol ice pops AMITYVILLE, NY, July 27, 2021 ? Iconic Brands, Inc. (OTCQB: ICNB) (?Iconic? or |
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| July 27, 2021 |
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This employment agreement (the ?Agreement?), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the ?Company?), and John Cosenza (?you?), with an address c/o Iconic Brands, Inc., 44 Seabro Avenue, Amityville, New York 11701 (the ?Compan |
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| July 27, 2021 |
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 26, 2021, between Iconic Brands, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set f |
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| July 27, 2021 |
Employment Agreement, dated as of July 26, 2021, by and between Iconic Brands, Inc. and David Allen. EX-10.19 21 icnbex1019.htm EMPLOYMENT AGREEMENT EXHIBIT 10.19 EMPLOYMENT AGREEMENT This employment agreement (the “Agreement”), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the “Company”), and David Allen (“you”), whose current residence is located at 23 East Wharf |
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| July 27, 2021 |
EXHIBIT 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| July 27, 2021 |
Amended and Restated Limited Liability Company Agreement of BiVi LLC, dated as of July 26, 2021. EXHIBIT 10.12 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIVI LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (as it may be amended from time to time in accordance with its terms, this ?Agreement?) dated as of July 26, 2021 (the ?Effective Date?), of BiVi LLC, a Nevada limited liability company (the ?Company?), is entered into among the Persons listed on Annex A attached hereto or wh |
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| July 27, 2021 |
EXHIBIT 10.1 EXECUTION VERSION ACQUISITION AGREEMENT BY AND AMONG ICONIC BRANDS, INC., TOPPOP LLC and COMPANY MEMBERS DATED AS OF JULY 26, 2021 TABLE OF CONTENTS ARTICLE I ACQUISITION AND EXCHANGE; CLOSING 1 Section 1.01 Acquisition and Exchange of the Company Interests 1 Section 1.02 Acquisition Consideration. 2 Section 1.03 Closing 2 Section 1.04 Closing Deliveries 2 Section 1.05 Transactions to |
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| July 27, 2021 |
EX-10.8 10 icnbex108.htm FORM OF LOCK-UP AGREEMENT EXHIBIT 10.8 LOCK-UP AGREEMENT July 26, 2021 This lock-up agreement (the “Lock-Up Agreement”) is being delivered to you in connection with an understanding by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the person on the signature page hereto (the “Holder”). Reference is hereby made to (a) the Exchange Agreement, dated |
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| July 27, 2021 |
EXHIBIT 10.13 REDEMPTION AGREEMENT This REDEMPTION AGREEMENT (this ?Agreement?), dated as of July 26, 2021, by and between Jason DiPaola (?JD?) and Iconic Brands, Inc., a Nevada corporation (the ?Company?). W I T N E S S E T H : WHEREAS, JD is the owner of Seventy Five (75) uncertificated shares of the Company?s Series F Convertible Preferred Stock, par value $0.001 per share (the ?Securities?); W |
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| July 27, 2021 |
EXHIBIT 1 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the ?Agreement?) is made as of the 26 day of July, 2021, by and between Iconic Brands, Inc. |
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| July 27, 2021 |
EXHIBIT 10.2 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH |
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| May 24, 2021 |
EXHIBIT 10.1 ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE $330,000 April 16, 2021 FOR VALUE RECEIVED, Iconic Brands, Inc., a Nevada corporation (the "Maker"), with its primary offices located at 44 Seabro Avenue, Amityville, NY 11701 promises to pay to the order of The Special Equities Opportunity Fund, LLC, or its registered assigns (the "Payee"), upon the terms set forth below, the principal sum of T |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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: 333-227420 ICONIC B |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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: 000-53162 Iconic Brands, Inc. (Ex |
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| April 13, 2021 |
EXHIBIT 21.1 Subsidiaries of Iconic Brands, Inc. Name of Subsidiary Percent Owned Jurisdiction of Incorporation or Organization Bellissima Spirits LLC 51% Nevada BiVi LLC 51% Nevada |
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| April 13, 2021 |
EXHIBIT 10.37 |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o |
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| December 17, 2020 |
EXHIBIT 16.1 BMKR, LLP Certified Public Accountants 1200 Veterans Memorial Highway, Suite 350, Hauppauge, NY 11788 T 631-293-5000 F 631-980-4239 www.bmkr.com Thomas G. Kober CPA Alfred M. Rizzo CPA Joseph Mortimer CPA Charles W. Blanchfield CPA (Retired) Bruce A. Meyer CPA (Retired) December 16, 2020 Securities & Exchange Commission 100 F Street NE Washington, DC 20549 Effective December 3, 2020, |
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| December 17, 2020 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 14, 2020 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commi |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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: 333-227420 ICON |
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| November 16, 2020 |
EXHIBIT 10.1 |
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| November 16, 2020 |
EXHIBIT 10.2 |
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| August 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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: 333-227420 ICONIC BR |
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| August 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-53162 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ T |
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| August 10, 2020 |
EXHIBIT 10.2 5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE $ August 6, 2020 FOR VALUE RECEIVED, Iconic Brands, Inc., a Nevada corporation (the "Maker") promises to pay to the order of , or its registered assigns (the "Payee"), upon the terms set forth below, the principal sum of Dollars ($)1 which includes an original issue discount of 5%. 1. Payments. (a) The full amount of principal (including the |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commission File N |
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| August 10, 2020 |
EXHIBIT 10.1 STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement (this “Agreement”) is made and entered into as of July 29, 2020 (the “Effective Date”) by and among Can B Corp., a Florida corporation f/k/a Canbiola, Inc. (“CANB”), on one hand, and Iconic Brands, Inc., a Nevada corporation (the “ICNB”) on the other hand. CANB and ICNB are sometimes referred to herein individually as a “Party” an |
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| August 6, 2020 |
10,751,363 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-233684 PROSPECTUS 10,751,363 Shares of Common Stock This prospectus relates to the disposition from time to time of up to 10,751,363 shares of our common stock, which includes 5,370,000 shares of our common stock issuable upon the conversion preferred stock and 6,665,000 shares of our common stock issuable upon the exercise of warrants which ar |
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| July 27, 2020 |
As filed with the Securities and Exchange Commission on July 27, 2020. Registration Statement No. 333-233684 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICONIC BRANDS, INC. (Exact name of Registrant as specified in its charter) Nevada 2080 13-4362274 (State or other jurisd |
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| June 3, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2020 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 3, 2020 |
EXHIBIT 99.1 June 2020 To our valued shareholders: Thank you for your continued interest in Iconic Brands. Given the strong momentum that we have achieved on our product lines since the start of 2020, we thought this would be an opportune time to share our progress with the investment community. During these unprecedented times, Iconic Brands is taking all necessary steps to advance our projects w |
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| May 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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: 333-227420 ICONIC B |
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| April 17, 2020 |
License Agreement by and among Bellissima LLC and Christie Brinkley, Inc., dated November 12, 2015 EXHIBIT 10.4 |
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| April 17, 2020 |
EXHIBIT 10.6 |
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| April 17, 2020 |
License Agreement between BiVi LLC and Neighborhood Licensing, LLC, dated May 26, 2015 EXHIBIT 10.1 |
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| April 17, 2020 |
ICNB / Iconic Brands, Inc. 10-K/A - Annual Report - FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A 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: 000-53162 Iconic Brands, Inc. ( |
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| April 17, 2020 |
EXHIBIT 21.1 Subsidiaries of Iconic Brands, Inc. Name of Subsidiary Percent Owned Jurisdiction of Incorporation or Organization Bellissima Spirits LLC 51% Nevada BiVi LLC 51% Nevada |
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| April 17, 2020 |
EXHIBIT 10.16 |
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| April 17, 2020 |
Description of registrant’s securities EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT General As of December 31, 2019, Iconic Brands, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Iconic Brands, Inc. and not to any of its subsidi |
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| April 15, 2020 |
EXHIBIT 21.1 Subsidiaries of Iconic Brands, Inc. Name of Subsidiary Percent Owned Jurisdiction of Incorporation or Organization Bellissima Spirits LLC 51% Nevada BiVi LLC 51% Nevada |
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| April 15, 2020 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT General As of December 31, 2019, Iconic Brands, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Iconic Brands, Inc. and not to any of its subsidi |
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| April 15, 2020 |
ICNB / Iconic Brands, Inc. 10-K - Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 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: 000-53162 Iconic Brands, Inc. (Ex |
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| April 15, 2020 |
EXHIBIT 10.6 |
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| April 15, 2020 |
EXHIBIT 10.1 |
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| April 15, 2020 |
EXHIBIT 10.4 |
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| April 15, 2020 |
EXHIBIT 10.16 |
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| March 30, 2020 |
ICNB / Iconic Brands, Inc. NT 10-K - - NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-53162 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR |
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| March 3, 2020 |
EXHIBIT 99.1 NASCAR’s Most Popular Driver Chase Elliott® Signs with Iconic Brands as Brand Ambassador for Its Premium Line of Hooters Spirits · Demand and growth for Hooters Spirits continues with rollouts into more Hooters restaurants · Multi-year deal with Chase Elliott solidifies another milestone for Iconic and Hooters Amityville, NY, March 2, 2020 (GLOBE NEWSWIRE) — via NEWMEDIAWIRE — Iconic |
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| March 3, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 2, 2020 Date of Report (Date of earliest event reported) Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 31, 2020 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 27, 2020 Date of Report (Date of earliest event reported) Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File |
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| January 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2020 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 13, 2020 |
EXHIBIT 10.4 January 12, 2020 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of January 12, 2020 (the “Purchase Agreement”), between Iconic Brands, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement ( |
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| January 13, 2020 |
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| January 13, 2020 |
EXHIBIT 99.1 Iconic Brands Announces $1.5 Million Above-Market Private Placement of Restricted Equity Company Plans to Use Proceeds to Increase Awareness for the National Launch of Hooters Spirits and New Product Innovation Amityville, NY, January 13, 2020 (GLOBE NEWSWIRE) — via NEWMEDIAWIRE — Iconic Brands, Inc. (ICNB) (“Iconic” or the “Company”) today announced that it has signed definitive agre |
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| January 13, 2020 |
EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES G CONVERTIBLE PREFERRED STOCK OF ICONIC BRANDS, INC. The undersigned, Richard J. DeCicco, does hereby certify that: A. He is the President of Iconic Brands, Inc., a Nevada corporation (the “Corpo |
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| January 13, 2020 |
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 12, 2020, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag |
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| January 13, 2020 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2020, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| January 8, 2020 |
Summary Presentation Materials EXHIBIT 99.2 |
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| January 8, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2020 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commission File |
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| January 8, 2020 |
EXHIBIT 99.1 |
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| January 6, 2020 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 6, 2020 |
Shareholder Letter, dated January 2020. EXHIBIT 99.1 |
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| December 9, 2019 |
Iconic Brands Announces Sale of its Majority Interest in Green Grow Farms, Inc. EXHIBIT 99.1 Iconic Brands Announces Sale of its Majority Interest in Green Grow Farms, Inc. Company to focus on Hooters Spirits national roll out, Bellisima’s launch in select European countries, and introduction of new and innovative Iconic brands Amityville, NY, Dec. 09, 2019 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE - Iconic Brands, Inc. (OTCQB: ICNB) (“Iconic” or the “Company”) today announced that |
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| December 9, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation) (Commission File |
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| December 6, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 6, 2019 |
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 4th day of December, 2019, by and among Canbiola, Inc. a Florida corporation (“CANB”), on one hand, and Iconic Brands, Inc., a Nevada corporation (the “ICNB”) and Green Grow Farms, Inc., a New York corporation (“GGFI”) on the other hand. CANB, ICNB, and GGFI are sometimes referred to herein individua |
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| November 22, 2019 |
ICNB / Iconic Brands, Inc. 10-Q/A - Quarterly Report - FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 000 -53162 IC |
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| November 22, 2019 |
EXHIBIT 10.1 MARKETING AND DISTRIBUTION AGREEMENT by and between ICONIC BRANDS, INC. and UNITED SPIRITS, INC. This marketing and distribution agreement (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”) is between Iconic Brands, Inc., a Nevada corporation (“Iconic”) and United Spirits, Inc., a New York corporation (“United”) for the distribution of alcoholic products described he |
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| November 19, 2019 |
ICNB / Iconic Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 333-227420 ICON |
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| November 19, 2019 |
EXHIBIT 10.1 MARKETING AND DISTRIBUTION AGREEMENT by and between ICONIC BRANDS, INC. and UNITED SPIRITS, INC. This marketing and distribution agreement (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”) is between Iconic Brands, Inc., a Nevada corporation (“Iconic”) and United Spirits, Inc., a New York corporation (“United”) for the distribution of alcoholic products described he |
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| November 15, 2019 |
ICNB / Iconic Brands, Inc. NT 10-Q - - NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-53162 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q |
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| September 18, 2019 |
12,035,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-233684 PROSPECTUS 12,035,000 Shares of Common Stock This prospectus relates to the disposition from time to time of up to 12,035,000 shares of our common stock, which includes 5,370,000 shares of our common stock issuable upon the conversion preferred stock and 6,665,000 shares of our common stock issuable upon the exercise of warrant |
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| September 13, 2019 |
ICNB / Iconic Brands, Inc. CORRESP - - Iconic Brands, Inc. 44 Seabro Avenue Amityville, New York 11701 September 13, 2019 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ronald Alper Re: Iconic Brands, Inc. Registration Statement on Form S-1 File No. 333-233684 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, |
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| September 9, 2019 |
ICNB / Iconic Brands, Inc. S-1 - Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on September 9, 2019. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ICONIC BRANDS, INC. (Exact name of Registrant as specified in its charter) Nevada 5180 13-4362274 (State or other jurisdiction of incorporation or organizat |
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| August 19, 2019 |
ICNB / Iconic Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 333-227420 ICONIC BR |
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| August 14, 2019 |
ICNB / Iconic Brands, Inc. NT 10-Q - - NT 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-227420 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Repo |
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| July 23, 2019 |
EXHIBIT 10.5 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the “Agreement”) is made as of the 18th day of July 2019, by and between Iconic Brands, Inc., a Nevada corporation (the “Company”), and the investor signatory hereto (the “Investor”). WHEREAS, the Investor was issued shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) of the Company pursuant to a securities purchase agreem |
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| July 23, 2019 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2019, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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| July 23, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2019 Iconic Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File N |
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| July 23, 2019 |
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| July 23, 2019 |
EXHIBIT 10.4 July 18, 2019 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of July 18, 2019 (the “Purchase Agreement”), between-Iconic Brands, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “L |
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| July 23, 2019 |
EXHIBIT 99.1 Iconic Brands Announces $3.125 Million Private Placement July 19, 2019 09:00 ET | Source: Iconic Brands Inc Largest financing in the Company’s history provides more than 2 years of operating capital to execute on all initiatives Amityville, NY, July 19, 2019 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE - Iconic Brands, Inc. (OTCQB: ICNB) (“Iconic” or the “Company”) today announced that it has |
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| July 23, 2019 |
EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES F CONVERTIBLE PREFERRED STOCK OF ICONIC BRANDS, INC. The undersigned, Richard J. DeCicco, does hereby certify that: A. He is the Chief Executive Officer of Iconic Brands, Inc., a Nevada corporati |
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| July 23, 2019 |
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 18, 2019, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agree |
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| May 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 20, 2019 |
ICNB / Iconic Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ¨ 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: 333-227420 ICONIC BR |
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| May 15, 2019 |
ICNB / Iconic Brands, Inc. NT 10-Q NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC File No: 000-53162 Washington, D. |
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| May 14, 2019 |
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT among NEW YORK FARMS GROUP INC., GREEN GROW FARMS, INC., and ICONIC BRANDS, INC., This Share Exchange Agreement (this “Agreement”) is dated as of May 9, 2019 by and between Green Grow Farms, Inc., a New York corporation (“Green Grow”), Iconic Brands, Inc., a Nevada corporation (“Iconic”), and NY Farms Group Inc., a New York corporation, (“NY Farms”, and with Gr |
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| May 14, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 9, 2019 |
EXHIBIT 10.1 WARRANT EXERCISE AGREEMENT This Warrant Exercise Agreement (this “Agreement”), dated as of May 2, 2019, is entered into by and between Iconic Brands, Inc., a Nevada corporation (the “Company”), and [·], a [·](the “Holder”), the holder of warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). WHEREAS, the Holder beneficially owns in |
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| May 9, 2019 |
Form of Warrant (Incorporated by reference to our Current Report on Form 8-K filed on May 9, 2019) EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 22, 2019 |
ICNB / Iconic Brands, Inc. FORM 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 333-227420 Iconi |
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| April 16, 2019 |
EXHIBIT 10.12 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2018, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| April 16, 2019 |
EXHIBIT 10.13 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2018, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase |
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| April 16, 2019 |
ICNB / Iconic Brands, Inc. FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 333-227420 Iconic Brands, Inc. (Ex |
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| April 1, 2019 |
ICNB / Iconic Brands, Inc. NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File No: 000-53162 CUSIP No: 45107 V 306 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 ¨ Transition report on Form 10-K ¨ Transition report on Form 20-F ¨ Transition report on Form 11-K ¨ Transit |
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| March 4, 2019 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT to ARTICLES OF INCORPORATION of ICONIC BRANDS, INC. The undersigned hereby certifies: 1. The name of the Corporation is Iconic Brands, Inc. 2. The articles have been amended as follows: Section 1 of the Additional Articles, entitled “Capital Stock”, is amended and restated as follows: Effective on the open of business on November 7, 2018, the aggregate number o |
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| March 4, 2019 |
EXHIBIT 3.2 CERTIFICATE OF CORRECTION of ICONIC BRANDS, INC. The undersigned hereby certifies: 1. The name of the entity for which the correction is being made: Iconic Brands, Inc. 2. Description of the original document for which correction is being made: Certificate of Amendment (Document No. 20180482046-35) 3. Filing date of the original document for which correction is being made: 11/02/2018 4 |
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| March 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2019 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission File N |
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| March 4, 2019 |
Iconic Brands Announces Effective Date of Stock Split EXHIBIT 99.1 Iconic Brands Announces Effective Date of Stock Split AMITYVILLE, NY — January 17, 2019 (Globe Newswire) — via NewMediaWire — Iconic Brands, Inc. (OTC PINK: ICNB) is pleased to announce that the 1-for-250 reverse stock split of its common stock previously announced will take effect at the open of trading on January 18, 2019. Beginning on that date, and continuing for 20 business days, |
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| February 1, 2019 |
960,000 shares of common stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-227420 PROSPECTUS 960,000 shares of common stock This prospectus relates to the sale by the selling shareholders identified in this prospectus, or their assigns (each a “Selling Shareholder” and collectively the “Selling Shareholders”) of up to an aggregate of 960,000 shares of our common stock. The Selling Shareholders may sell these shares us |
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| December 21, 2018 |
December 21, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| December 19, 2018 |
ICNB / Iconic Brands, Inc. FORM S-1/A As filed with the Securities and Exchange Commission on December 19, 2018 Registration No. |
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| December 19, 2018 |
December 19, 2018 United States Securities and Exchange Commission 100 F Street, NW Washington, DC 20549 Attn: Michael Killoy Re: Iconic Brands, Inc. |
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| December 12, 2018 |
ICNB / Iconic Brands, Inc. FORM S-1/A As filed with the Securities and Exchange Commission on December 12, 2018 Registration No. |
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| December 12, 2018 |
December 12, 2018 United States Securities and Exchange Commission 100 F Street, NW Washington, DC 20549 Attn: Michael Killoy Re: Iconic Brands, Inc. |
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| November 29, 2018 |
Distribution Agreement by and between BiVi LLC and United Spirits, Inc., dated May 1, 2015 EXHIBIT 10.1 DISTRIBUTION AGREEMENT This Distribution Agreement (“Agreement”), dated this 1st day of May, 2015, by and between Bivi LLC, a Nevada limited liability company (“Bivi”) and United Spirits, Inc. a New York corporation (“United”). WITNESSETH: WHEREAS, Bivi is the brand owner of “BiVi 100 percent Sicilian Vodka” an Alcoholic Beverage (as defined below) that desires to establish a market f |
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| November 29, 2018 |
EXHIBIT 10.6 Jimbo Realty Corp 1044 B Portion Road Ronkonkoma, NY 11779 February 6, 2018 United Spirits Inc. 44 Seabro Ave N. Amityville, NY 11701 Re: Lease extension 44 Seabro Ave, N. Amityville, NY 11701 Dear Rich, Your lease on the above referenced premises will expire on January 31, 2018. This letter when countersigned by both of us in the place set forth under the words "consented to" will co |
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| November 29, 2018 |
EXHIBIT 10.3 DISTRIBUTION AGREEMENT This Distribution Agreement (“Agreement”), dated this 1st day of May, 2016, by and between Bellissima Spirits LLC, a Nevada limited liability company (“Bellissima”) and United Spirits, Inc. a New York corporation (“United”). WITNESSETH: WHEREAS, Bellissima Spirits LLC is the brand owner of “Bellissima Prosecco and Sparkling Wines. Beverage (as defined below) tha |
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| November 29, 2018 |
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| November 29, 2018 |
Employment Agreement by and between the Company and Roseann Faltings, dated April 1, 2018 EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) shall be effective as of April 1, 2018 (the “Effective Date”) by and bet ween Iconic Brands, Inc. (the “Company”), a Nevada corporation, and Roseann Faltings (the “Employee”), an individual residing 71 Shore Drive, Copaigue, New York 11726. RECITALS A. The Company’s Board of Directors has determined that it is in the be |
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| November 29, 2018 |
Employment Agreement by and between the Company and Richard DeCicco, dated April 1, 2018 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) shall be effective as of April 1, 2018 (the “Effective Date”) by and bet ween Iconic Brands, Inc. (the “Company”), a Nevada corporation, and Richard DeCicco (the “Employee”), an individual residing 71 Shore Drive, Copaigue, New York 11726. RECITALS A. The Company’s Board of Directors has determined that it is in the bes |
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| November 29, 2018 |
EXHIBIT 10.9 AMENDMENT NO. 1 SECURITIES PURCHASE AGREEMENT This First Amendment to the Securities Purchase Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigne |
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| November 29, 2018 |
EXHIBIT 10.12 AMENDMENT NO. 1 SECURITIES EXCHANGE AGREEMENT This First Amendment to the Securities Exchange Agreement (this “Amendment”) is entered into on October 26, 2018 by and among Iconic Brands, Inc., a Nevada corporation (“Iconic”), and BiVi LLC, a Nevada limited liability company (the “Company”). Each of Iconic and the Company may be referred to herein as a “Party” and collectively as the |
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| November 29, 2018 |
EXHIBIT 10.10 AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENT This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersign |
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| November 29, 2018 |
EXHIBIT 10.11 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is entered into on May 21, 2018 (the ”Effective Date”) and is by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), on the one hand, and Gregory M. Castaldo, an individual (“Castaldo”), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois”), Iroquois Capital Investme |
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| November 29, 2018 |
Securities Exchange Agreement by and between the Company and BiVi LLC, dated May 15, 2015 EXHIBIT 10.2 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this “Agreement”) is dated as of May 15, 2015, by and among the members of BiVi LLC, Nevada limited liability company (the “Company”) (collectively referred to as the Seller”), and Iconic Brands, Inc. (“Iconic”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the |
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| November 29, 2018 |
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag |
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| November 29, 2018 |
ICNB / Iconic Brands, Inc. FORM S-1/A As filed with the Securities and Exchange Commission on November 29, 2018 Registration No. |
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| November 29, 2018 |
November 29, 2018 United States Securities and Exchange Commission 100 F Street, NW Washington, DC 20549 Attn: Michael Killoy Re: Iconic Brands, Inc. |
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| October 29, 2018 |
EXHIBIT 10.2 AMENDMENT NO. 1 SECURITIES EXCHANGE AGREEMENT This First Amendment to the Securities Exchange Agreement (this “Amendment”) is entered into on October 26, 2018 by and among Iconic Brands, Inc., a Nevada corporation (“Iconic”), and BiVi LLC, a Nevada limited liability company (the “Company”). Each of Iconic and the Company may be referred to herein as a “Party” and collectively as the “ |
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| October 29, 2018 |
EXHIBIT 10.3 |
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| October 29, 2018 |
Securities Exchange Agreement by and between the Company and BiVi LLC, dated May 15, 2015 EXHIBIT 10.1 1 2 3 4 5 6 7 8 9 |
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| October 29, 2018 |
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| October 29, 2018 |
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag |
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| October 29, 2018 |
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) shall be effective as of April 1, 2018 (the “Effective Date”) by and bet ween Iconic Brands, Inc. (the “Company”), a Nevada corporation, and Richard DeCicco (the “Employee”), an individual residing 71 Shore Drive, Copaigue, New York 11726. RECITALS A. The Company’s Board of Directors has determined that it is in the bes |
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| October 29, 2018 |
ICNB / Iconic Brands, Inc. FORM S-1/A As filed with the Securities and Exchange Commission on October 29, 2018 Registration No. |
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| October 29, 2018 |
EXHIBIT 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) shall be effective as of April 1, 2018 (the “Effective Date”) by and bet ween Iconic Brands, Inc. (the “Company”), a Nevada corporation, and Roseann Faltings (the “Employee”), an individual residing 71 Shore Drive, Copaigue, New York 11726. RECITALS A. The Company’s Board of Directors has determined that it is in the b |
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| October 29, 2018 |
EXSHIBIT 10.6 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is entered into on May 21, 2018 (the ”Effective Date”) and is by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), on the one hand, and Gregory M. Castaldo, an individual (“Castaldo”), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois”), Iroquois Capital Investme |
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| October 29, 2018 |
EXHIBIT 10.8 AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENT This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigne |
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| October 29, 2018 |
EXHIBIT 10.7 AMENDMENT NO. 1 SECURITIES PURCHASE AGREEMENT This First Amendment to the Securities Purchase Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigne |
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| October 29, 2018 |
October 29, 2018 United States Securities and Exchange Commission 100 F Street, NW Washington, DC 20549 Attn: Michael Killoy Re: Iconic Brands, Inc. |
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| October 18, 2018 |
Iconic Brands Shareholder Update 10-17-2018 EXHIBIT 99.1 Iconic Brands Shareholder Update 10-17-2018 AMITYVILLE, NY, Oct. 17, 2018 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE - Iconic Brands, Inc. (OTC PINK: ICNB) Iconic Brands Letter to Shareholders: The Company is excited to provide shareholders with an update on all the progress we have made on a number of fronts in 2018. We have been working diligently to increase distribution of our Bellissima |
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| October 18, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2018 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 4, 2018 |
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September , 2018, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag |
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| October 4, 2018 |
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 4, 2018 |
EX-10.1 2 icnbex101.htm SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September , 2018, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchas |
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| October 4, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2018 ICONIC BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 333-227420 13-4362274 (State or other jurisdiction of incorporation) (Commission F |
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| October 4, 2018 |
EXHIBIT 10.4 FORM OF LOCK-UP AGREEMENT September , 2018 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of September , 2018 (the “Purchase Agreement”), between -Iconic Brands, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined |
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| October 4, 2018 |
EXHIBIT 99.1 Iconic Brands, Inc. Announces Capital Infusion and Elimination of Debt- ICNB Significantly Improves Cap Table and Strengthens Balance Sheet Press Release | 09/27/2018 AMITYVILLE, NY, Sept. 27, 2018 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE – Iconic Brands, Inc. (OTC PINK: ICNB) today announced that the company has signed definitive agreements for the sale of $1.162 million in preferred stoc |
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| September 19, 2018 |
Certificate of Designation of Series A Convertible Preferred Stock EXHIBIT 3.3 CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS of SERIES A PREFERRED STOCK ICONIC BRANDS, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statues Law) ICONIC BRANDS, INC. (formerly, Paw Spa, Inc.), a corporation organized and existing under the laws of the State of Nevada (the “ Corporation ”), the certificate of incorporation of which was filed in the office of the Secretar |
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| September 19, 2018 |
EX-4.1 7 icnbex41.htm FORM OF WARRANT EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E |
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| September 19, 2018 |
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| September 19, 2018 |
ICNB / Iconic Brands, Inc. FORM S-1 As filed with the Securities and Exchange Commission on September 19, 2018 Registration No. |
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| September 19, 2018 |
Certificate of Designation of Series D Convertible Preferred Stock EXHIBIT 3.6 |
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| September 19, 2018 |
EXHIBIT 10.7 AMENDMENT NO. 1 SECURITIES PURCHASE AGREEMENT This First Amendment to the Securities Purchase Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigne |
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| September 19, 2018 |
Certificate of Designation of Series C Convertible Preferred Stock EXHIBIT 3.5 RESOLUTION TO FILE CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES C PREFERRED STOCK OF ICONIC BRANDS, INC. Iconic Brands, Inc., a Nevada corporation (the “ Company ”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolutio n |
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| September 19, 2018 |
Certificate of Designation of Series B Convertible Preferred Stock EXHIBIT 3.4 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES B CONVERTIBLE PREFERRED STOCK of ICONIC BRANDS, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statues Law) ICONIC BRANDS, INC. (formerly, Paw Spa, Inc.), a corporation organized and existing under the laws of the State of Nevada (the “ Corporation ”), the certificate of incorporation of which was filed in the office |
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| September 19, 2018 |
EX-10.1 9 icnbex101.htm PROMISSORY NOTE EXHIBIT 10.1 DISTRIBUTION AGREEMENT This Distribution Agreement (“Agreement”), dated this 1st day of May, 2015, by and between Bivi LLC, a Nevada limited liability company (“Bivi”) and United Spirits, Inc. a New York corporation (“United”). WITNESSETH: WHEREAS, Bivi is the brand owner of “BiVi 100 percent Sicilian Vodka” an Alcoholic Beverage (as defined bel |
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| September 19, 2018 |
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag |
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| September 19, 2018 |
Certificate of Designation of Series E Convertible Preferred Stock EXHIBIT 3.7 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES E CONVERTIBLE PREFERRED STOCK OF ICONIC BRANDS, INC. The undersigned, Richard J. DeCicco, does hereby certify that: A. He is the President of Iconic Brands, Inc., a Nevada corporation (the “Corpo |
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| September 19, 2018 |
EXHIBIT 10.8 AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENT This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigne |
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| September 19, 2018 |
EXHIBIT 10.6 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is entered into on May 21, 2018 (the “Effective Date”) and is by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), on the one hand, and Gregory M. Castaldo, an individual (“Castaldo”), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois”), Iroquois Capital Investmen |
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| September 19, 2018 |
EXHIBIT 10.3 |
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| September 19, 2018 |
EX-10.2 10 icnbex102.htm DISTRIBUTION AGREEMENT BY AND BETWEEN BELLISSIMA SPIRITS EXHIBIT 10.2 DISTRIBUTION AGREEMENT This Distribution Agreement (“Agreement”), dated this 1st day of May, 2016, by and between Bellissima Spirits LLC, a Nevada limited liability company (“Bellissima”) and United Spirits, Inc. a New York corporation (“United”). WITNESSETH: WHEREAS, Bellissima Spirits LLC is the brand |
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| May 21, 2015 |
EXHIBIT 10.1 S HARE EXCHANGE AGREEMENT THIS AGREEMENT is made effective as of the 10 th day of September, 2014 AMONG: ICONIC BRANDS, INC., a Nevada corporation with an address at 44 Seabro Avenue, Amityville, New York 11701 (? Pubco?) MJ BUSINESS ACADEMY, INC., a Nevada private corporation with an address at 44 Seabro Avenue, Amityville, New York 11701, which is a wholly owned subsidiary of Pubco |
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| May 21, 2015 |
Exhibit 3.1 ARTICLES OF INCORPORATION ROSS MILLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4601 (775) 684-5708 Website: www.nvsos.gov Certificate of Change Pursuant to NRS 78.209 Filed in the Office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20150222099-02 Filing Date and Time 05/15/2015 10:16 AM Entity Number E0715542005-7 Certificate of |
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| May 21, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 10, 2014 Commission File Number: 000-53162 ICONIC BRANDS, INC. (Exact name of registrant as specified in charter) NEVADA (State or other jurisdiction of incorporation or org |
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| May 21, 2015 |
Exhibit 3.2 RESOLUTION TO FILE CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES C PREFERRED STOCK OF ICONIC BRANDS, INC. Iconic Brands, Inc., a Nevada corporation (the ? Company?), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution es |
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| May 21, 2015 |
EX-10.3 6 ex10x3.htm EXHIBIT 10.3 Exhibit 10.3 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this “Agreement”) is dated as of May 15, 2015, by and among the members of BiVi LLC, Nevada limited liability company (the “Company”)(collectively referred to as the Seller”), and Iconic Brands, Inc. (“Iconic”). WHEREAS, subject to the terms and conditions set forth in this Agreement an |
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| May 21, 2015 |
EXHIBIT 10.2 UNWIND AGREEMENT THIS AGREEMENT is made effective as of the 9th day of April, 2015 by and between ICONIC BRANDS, INC., a Nevada corporation with an address at 44 Seabro Avenue, Amityville, New York 11701 (? ICNB?) MJ BUSINESS ACADEMY, INC., a Nevada private corporation with an address at 44 Seabro Avenue, Amityville, New York 11701, which is a wholly owned subsidiary of ICNB (? Merger |
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| February 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-53162 Iconic Brands, Inc. (Exact name of registrant as specified in its c |
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| February 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2014 ICONIC BRANDS, INC. (Exact name of registrant as specified in Charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation or organization) (Com |
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| February 3, 2014 |
Iconic Brands FORM 10-Q (Quarterly Report) icnb10qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2013 OR o 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 000-5 |
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| June 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2013 OR o 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 000-53162 ICONIC BRA |
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| May 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-147755 ICONIC BRANDS, INC. (Name of sma |
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| April 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2012 OR o 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 000-53162 ICONIC |
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| April 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2012 OR o 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 000-53162 ICONIC BRAN |
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| April 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2012 OR o 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 000-53162 ICONIC BRA |
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| April 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2013 ICONIC BRANDS, INC. (Exact name of registrant as specified in Charter) Nevada 000-53162 13-4362274 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-147755 ICONIC BRANDS, INC. (Name of sma |
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| February 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2011 OR o 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 000-53162 ICONIC |
