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

Iconic Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

47-2594704

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

10300 W. Charleston

Las Vegas, NV

 

 

89135

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (702) 201-6450

 

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

 

Title of each class

 

Name of each exchange on which registered

None

 

None

 

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

 

Common Stock, par value $0.001

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 ☐

Accelerated filer

 ☐

Non-accelerated filer

 ☐

Smaller reporting company

 ☒

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as June 30, 2018 was approximately $6,660,800, based on the last sale price of $1.20 on June 29, 2018.

 

As of April 12, 2019, there were 6,254,515 shares of common stock, par value $0.001, issued and outstanding.

 

Documents Incorporated by Reference  

None.  

  

 
 
 
 

Explanatory Paragraph

 

The purpose of this Amendment No. 1 to the Annual Report of Iconic Brands, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2018, filed with the Securities and Exchange Commission on April 22, 2019 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and amended, and otherwise are not subject to liability under those sections.

 

 

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PART IV

 

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)(3)       Exhibits

 

Refer to (b) below.

 

(b)       Exhibits

 

Exhibit No.

 

Description of Exhibits

3.1

(1)

Articles of Incorporation of Iconic Brands, Inc.

 

3.2

(1)

Bylaws of Iconic Brands, Inc., as amended

 

3.3

(2)

Certificate of Designation of Series A Convertible Preferred Stock

 

3.4

(2)

Certificate of Designation of Series B Convertible Preferred Stock

 

3.5

(2)

Certificate of Designation of Series C Convertible Preferred Stock

 

3.6

(2)

Certificate of Designation of Series D Convertible Preferred Stock

 

3.7

(2)

Certificate of Designation of Series E Convertible Preferred Stock

 

10.1

(2)

Distribution Agreement by and between BiVi LLC and United Spirits, Inc., dated May 1, 2015

 

 
3
 

  

10.2

(2)

Securities Exchange Agreement by and between the Company and BiVi LLC, dated May 15, 2015

 

10.3

(2)

Distribution Agreement by and between Bellissima Spirits LLC and United Spirits, Inc., dated May 1, 2016

 

10.4

(2)

Securities Purchase Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd. and Gregory M. Castaldo, dated November 1, 2017

 

10.5

(2)

Registration Rights Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd. and Gregory M. Castaldo, dated November 1, 2017

 

10.6

(2)

Extension of Lease Agreement by and between the Company and United Spirits, Inc., dated March 27, 2018

 

10.7

(2)

Employment Agreement by and between the Company and Richard DeCicco, dated April 1, 2018

 

10.8

(2)

Employment Agreement by and between the Company and Roseann Faltings, dated April 1, 2018

 

10.9

(2)

Amendment No. 1 to Securities Purchase Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd., Iroquois Capital Investment Group LLC and Gregory M. Castaldo, dated May 21, 2018

 

10.10

(2)

Amendment No. 1 to Registration Rights Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd., Iroquois Capital Investment Group LLC and Gregory M. Castaldo, dated May 21, 2018

 

10.11

(2)

Share Exchange Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd., Iroquois Capital Investment Group LLC and Gregory M. Castaldo, dated May 21, 2018

 

10.12

(2)

Amendment No. 1 to Securities Exchange Agreement by and between the Company and BiVi LLC, dated October 26, 2018

 

10.12

(3)

Securities Purchase Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd., Iroquois Capital Investment Group, LLC, Next Generation TC FBO Andrew Arno IRA, Alpha Capital Anstalt, 32 Entertainment LLC, Jason DiPaola, Richard Molinsky and Gregory M. Castaldo, dated September 27, 2018

 

10.13

(3)

Registration Rights Agreement by and among the Company, The Special Equities Group, LLC, Iroquois Master Fund Ltd., Iroquois Capital Investment Group, LLC, Next Generation TC FBO Andrew Arno IRA, Alpha Capital Anstalt, 32 Entertainment LLC, Jason DiPaola, Richard Molinsky and Gregory M. Castaldo, dated September 27, 2018

 
 
4
 

 

31.1

(3)

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 

31.2

(3)

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 

32.1

(3)

Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2

(3)

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS

 

XBRL Instance Document

 

101.SCH

 

XBRL Schema Document

 

101.CAL

 

XBRL Calculation Linkbase Document

 

101.DEF

 

XBRL Definition Linkbase Document

 

101.LAB

 

XBRL Labels Linkbase Document

 

101.PRE

 

XBRL Presentation Linkbase Document

________________ 

(1) Incorporated by reference to Form SB-2 filed on November 30, 2007.

 

 

(2) Incorporated by reference to our Registration Statement on Form S-1 filed on September 19, 2018 (File No. 333-227420).

 

 

(3)

Incorporated by reference to our Annual Report on Form 10-K filed on April 16, 2019.

 

 

5

 
 

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Iconic Brands, Inc .

 

 

 

Dated: April 22, 2019

 

/s/ Richard J. DeCicco

 

 

By:

Richard J. DeCicco

 

 

Its:

Chief Executive Officer

 

 

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

 

Dated: April 22, 2019

 

/s/ Richard J. DeCicco

 

 

By:

Richard J. DeCicco

 

 

Its:

Chief Executive Officer and Director

 

 

 

 

Dated: April 22, 2019

 

/s/ David Allen

 

 

By:

David Allen

 

 

Its:

Chief Financial Officer and

Principal Accounting Officer

 

 

 

 

Dated: April 22, 2019

 

/s/ Roseann Faltings

 

 

By:

Roseann Faltings

 

 

Its:

Director

 

 

 

 5

 

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