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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
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ICONIC BRANDS, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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333-227420 |
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13-4362274 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
44 Seabro Avenue
Amityville, NY 11701
(Address of principal executive offices) (zip code)
(866) 219-8112
(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Section 3 – Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure in Item 5.03 below is incorporated herein by reference.
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Correction re: Reverse Split
Effective January 18, 2019 (the “ Effective Date ”), we effectuated a reverse stock split of the issued and outstanding shares of our common stock, at a ratio of 1-for-250 (one share of new common stock for each two hundred fifty shares of old common stock) (the “ Reverse Split ”), upon the completion of a review by the Financial Industry Regulatory Authority. To effect the Reverse Split, we filed a Certificate of Amendment (the “ Amendment ”) of our Articles of Incorporation with the State of Nevada on November 2, 2018, and the Amendment was subsequently modified by a Certificate of Correction filed on March 1, 2019.
The Board of Directors adopted a resolution on May 21, 2018 to approve the Amendment and the Reverse Split. On the same date, by written consent of a majority of shares entitled to vote, our shareholders approved the Amendment and Reverse Split.
As a result of the Reverse Split, the total number of shares of common stock held by each stockholder of the Company were converted automatically into the number of shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the Reverse Split, divided by (ii) 250, with such resulting number of shares rounded up to the nearest whole share. We issued one whole share of the post-Reverse Split common stock to stockholders who otherwise would have received a fractional share as a result of the Reverse Split. As a result, no fractional shares were issued in connection with the Reverse Split and no cash or other consideration was paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split.
Also as a result of the Reverse Split, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by 250 and multiplying the exercise or conversion price thereof by 250, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities.
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On the Effective Date, the trading symbol for our common stock changed to ICNBD for a period of 20 business days, after which the final “D” was removed from the Company’s trading symbol, reverting to the original symbol of “ICNB.” In connection with the Reverse Split, the CUSIP number for the Common Stock changed to 45107V306.
Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Split was automatically reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required to) send the certificates to our transfer agent and registrar, Island Stock Transfer, at the address set forth below. Island Stock Transfer will issue a new stock certificate reflecting the Reverse Split to each requesting stockholder.
Island Stock Transfer
15500 Roosevelt Blvd., Suite 301
Clearwater, FL 33760
As of January 18, 2018, we had 1,429,941,153 shares of common stock issued and outstanding. The immediate effect of the reverse split was to reduce the number of issued and outstanding shares of our common stock from 1,429,941,153 to approximately 5,719,765 (based on a 1-for-250 ratio and not accounting for rounding up of fractional shares).
The Reverse Split had no effect on the par value of our common stock or our preferred stock.
Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power remained unchanged, except for minor changes and adjustments that resulted from the treatment of fractional shares. The rights and privileges of the holders of shares of common stock was substantially unaffected by the Reverse Split.
Certificate of Correction re: Decrease of Authorized Common Stock
Also on the Effective Date, our authorized common stock decreased from 2,000,000,000 shares to 200,000,000 shares (the “ Common Authorized Decrease ”). The Common Authorized Decrease took effect simultaneously with the Reverse Split, as set forth in the Amendment.
The Common Authorized Decrease was approved by our Board of Directors on October 8, 2018. On the same date, by written consent of a majority of shares entitled to vote, our shareholders also approved the Common Authorized Decrease.
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Section 8 – Other Events
Item 8.01 Other Events.
On January 17, 2019, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Certificate of Amendment of the Articles of Incorporation, dated November 2, 2018 |
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Press Release of Iconic Brands, Inc., dated January 17, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Iconic Brands, Inc. |
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Dated: March 4, 2019 |
By: |
/s/ Richard J. DeCicco |
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Richard J. DeCicco |
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Its: |
Chief Executive Officer |
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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 of shares that the Corporation has the authority to issue is three hundred million (300,000,000) of which two hundred million (200,000,000) shares are authorized for common stock, par value $0.001 per share, and one hundred million (100,000,000) shares are authorized for preferred stock, par value $0.001 per share.
Effective on the open of business on November 7, 2018, the issued and outstanding shares of common stock of the Corporation shall be subject to a 1-for-250 reverse stock split. As a result of the reverse stock split, every two hundred fifty (250) shares of common stock issued and outstanding before the effectiveness of the split shall be exchanged for one (1) share of common stock after the split. The Corporation will not issue to any holder a fractional share of common stock on account of the reverse stock split. Rather, any fractional share of common stock resulting from such change shall be rounded upward to the nearest whole share of common stock. Share interests issued due to rounding are given solely to save the expense and inconvenience of issuing fractional shares of common stock and do not represent separately bargained for consideration. Until surrendered, each certificate that immediately prior to reverse stock split represented shares of common stock shall only represent the number of whole shares of common stock into which the shares of common stock formerly represented by such certificates were combined into as a result of the reverse stock split.
Preferred stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all or any of the shares of the authorized preferred stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.”
3. The votes by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment is: 68.05%.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Articles of Incorporation on November 2, 2018.
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By: |
/s/ Richard J. DeCicco |
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Richard J. DeCicco |
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Its: |
Chief Executive Officer |
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EXHIBIT 3.2
CERTIFICATE OF CORRECTION
of
ICONIC BRANDS, INC.
The undersigned hereby certifies:
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1. | The name of the entity for which the correction is being made: |
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Iconic Brands, Inc. | |
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2. | Description of the original document for which correction is being made: |
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Certificate of Amendment (Document No. 20180482046-35) | |
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3. | Filing date of the original document for which correction is being made: |
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11/02/2018 | |
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4. | Description of the inaccuracy or defect: |
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The incorrect effective dates were given for the reverse stock split and reduction of authorized stock. The dates in the Certificate of Amendment were both November 7, 2018, but the reverse stock split and decrease of authorized stock both took effect on January 18, 2019. | |
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5. | Correction of the inaccuracy or defect: |
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The date in the first sentence in the first paragraph under Section 1, entitled “Capital Stock,” of the amended Articles is corrected to provide the correct effective date of the new number of authorized shares. This sentence is corrected and restated to read as follows: |
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“Effective on the open of business on January 18, 2019, the aggregate number of shares that the Corporation has the authority to issue is three hundred million (300,000,000) of which two hundred million (200,000,000) shares are authorized for common stock, par value $0.001 per share, and one hundred million (100,000,000) shares are authorized for preferred stock, par value $0.001 per share.” |
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The date in the first sentence in the second paragraph under Section 1, entitled “Capital Stock,” of the amended Articles is corrected to provide the correct effective date of the reverse split. This sentence is corrected and restated to read as follows: |
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“Effective on the open of business on January 18, 2019, the issued and outstanding shares of common stock of the Corporation shall be subject to a 1-for-250 reverse stock split.” |
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Other than the changes of the dates above, the Certificate of Amendment remains unchanged. |
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6. |
Signature: |
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/s/ Richard J. DeCicco |
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President |
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03/01/2019 |
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Authorized Signature |
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Date |
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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, Iconic’s common stock will trade under the symbol “ICNBD”, after which it will revert back to “ICNB”.
“This action is a critical step towards advancing the corporate initiatives, making our company shares attractive to a larger investor pool, attracting more qualified financing partners, and allowing the company to negotiate with our acquisition candidates on a more favorable basis,” stated Richard DeCicco, Iconic’s President and CEO.
The company will apply for OTCQB listing within the next 30 days, and will ultimately look to uplist to NASDAQ once their listing criteria is met.
“The company believes this action to be in the best interest of our shareholders and company, and best positions our company for growth,” continued Mr. DeCicco.
About Iconic Brands, Inc.
Iconic Brands Inc. ("Iconic") is a beverage company with expertise in developing, from inception to completion, alcoholic beverages for itself and third parties. Iconic Brands markets and places products into national distribution through long standing industry relationships. Iconic is a leader in "Celebrity Branding" of beverages, procuring superior and unique products from around the world and branding its products with internationally recognized celebrities. Currently offering Bivi Vodka, www.BiviVodka.com and Bellissima Prosecco, www.BellissimaProsecco.com . Iconic Brands is a developer of private label spirits for established chains and brands both domestically and internationally. Under its newly formed subsidiary, Hempology Inc., Iconic Brands is, to the extent the law allows, developing liquor based products infused with Hemp and CBD.
Please visit our website and follow us on twitter @BellissimabyCB and on Instagram @BellissimaProsecco: View Christie’s appearance schedule which we will continue to update, and great new recipes; www.bellissimaprosecco.com
Forward-Looking Statements
This press release may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results. Investors should refer to the risks disclosed in the Company's reports filed from time to time with the Securities and Exchange Commission and available at www.sec.gov.
Iconic Brands, Inc. Info@IconicBrandsUSA.com