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
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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) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
44 Seabro Avenue
Amityville, New York 11701
(Address of Principal Executive Offices)
(631) 464-4050
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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N/A |
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N/A |
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N/A |
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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Item 3.02 Unregistered Sales of Equity Securities.
As previously reported by Iconic Brands, Inc. (the “Company”) in its Current Report on Form 8-K dated July 27, 2021 (the “July 2021 8-K”), on July 26, 2021, the Company entered into securities purchase agreements dated as of July 26, 2021 for the sale of an aggregate of 32,303.11 shares of the Company’s newly-created Series A-2 Convertible Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”), 11,320,201 shares of Common Stock, and warrants (the “Warrants”) to purchase 114,690,150 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for gross proceeds of $35,840,672, before deducting placement agent and other offering expenses. Pursuant to the Purchase Agreement, the shares of Series A-2 Preferred Stock, Common Stock and Warrants were sold in two tranches. The first tranche closed on July 26, 2021, the details of which are further described in the July 2021 8-K. The second tranche closed on January 5, 2022 in which the Company sold 12,257.76 shares of Series A-2 Preferred Stock, 4,301,004 shares of Common Stock and Warrants to purchase 40,018,583 shares of Common Stock for gross proceeds of approximately $12.2 million and net proceeds of approximately $10.8 after deduction of placement agent commissions and expenses of the offering. Such net proceeds are expected to be used by the Company for domestic and international expansion of its Bellissima brand, the expansion of the production facilities of the Company’s TopPop subsidiary, new product launches, marketing, and other general working capital purposes. The terms of the Series A-2 Preferred Stock, the Common Stock and the Warrants are described in further detail in the July 2021 8-K.
The above-described sales and issuances pursuant to the Purchase Agreement were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder on the basis that the sales or issuances did not involve a public offering and the recipients made certain representations to the Company, including without limitation, that the recipients of the securities were “accredited investors” as defined in Rule 501 under the Securities Act.
Item 8.01 Other Events.
On January 7, 2022, the Company issued a press release announcing the transactions described under Item 3.02 above, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 8.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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Press release of Iconic Brands, Inc., dated as of January 7, 2022. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: January 7, 2022 |
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/s/ David Allen |
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Name: |
David Allen |
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Title: |
Chief Financial Officer |
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EXHIBIT 99.1
-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, 2022 — Iconic Brands, Inc. (OTCQB: ICNB) (“Iconic” or the “Company”), together with its wholly owned subsidiary TopPop LLC (“TopPop”), which establishes and supports brands, innovates, produces, licenses, packages and sells alcohol and non-alcohol beverages and creates sustainable packaging solutions for the consumable goods market, announced it has completed the final tranche of its previously-announced private placement financing on January 5, 2022.
The net proceeds of approximately $10.8 million from the closing of the final tranche of the offering will be used for domestic and international expansion of the Bellissima brand, TopPop facility production and expansion to maximize capacity for growing demand, new product launches, marketing, and other general working capital purposes.
Iconic Chief Executive Officer, Larry Romer said, “We are extremely grateful and proud of the new capital which comes at a pivotal time when we are involved in many exciting initiatives: launching a new line of Bellissima zero sugar still wines in the first quarter, building out our new 64,000 sq. ft. Pennsauken, NJ manufacturing facility, gearing up for increased production in Q1 2022, as well as other initiatives. We are thankful for the support from our investors and the confidence they have placed in our team.”
The Special Equities Group, LLC (“SEG”), a division of Dawson James Securities, Inc., acted as sole placement agent for the transaction.
Full terms of the financing agreement can be found in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
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About Iconic
Iconic, together with its wholly owned subsidiary TopPop, establishes and supports brands, innovates, produces, licenses, packages and sells alcohol and non-alcohol beverages and creates sustainable packaging solutions for the consumable goods market. Iconic’s focus on lifestyle branding and the rising “Better-for-You”, “Better-for-Planet” consumer category has made it a leader in developing celebrity brands worldwide such as its Bellissima Prosecco by Christie Brinkley brand.
TopPop is a pioneer in flexible packaging. TopPop’s creative solutions from inception to full scale production, like its ready-to-freeze (RTF) alcohol ice pops, make it a harbinger in the “pouch market,” which Iconic believes is one of the fastest growing segments in the beverage industry. TopPop’s proprietary applications have made it a leader in providing these products and services, from "design through delivery," to some of the largest Fortune 500 and multinational alcohol beverage companies and brands today.
The Company is vertically integrated, with operations in multiple states, and sells and distributes products across the globe.
Please visit Iconic’s websites and follow us on social media.
Websites: Iconicbrandsusa.com; bellissimaprosecco.com; bivivodka.com; toppoppkg.com; sonjasangria.com
Twitter: @BiviVodka; @Sonja_Sangria
Instagram: @IconicBrandsUSA; @BellissimaProsecco; @sonja_sangria; @Bivivodka
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance, and are subject to significant risks and uncertainties. These forward-looking statements should, therefore, be considered in light of various risks, including those set forth in Iconic’s reports that it files from time to time with the U.S. Securities and Exchange Commission and which you should review, including those statements under “Item 1A – Risk Factors” in Iconic’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
Contact
ir@iconicbrandsusa.com
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