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:
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Preliminary Information Statement
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Confidential, for use of the Commission
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Definitive Information Statement
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ICONIC BRANDS, INC.
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(Name of
Registrant as Specified in Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
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Fee paid previously with preliminary
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing
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Form, Schedule or Registration Statement
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Date Filed:
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ICONIC BRANDS, INC.
44 Seabro Avenue
Amityville, New York 11701
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY
STOCKHOLDERS
To the Stockholders of Iconic Brands, Inc. (the “Company”):
The purpose of the attached Information Statement is to notify you
that on July 23, 2021, the holders of a majority of the voting
power of the Company gave their written consent to resolutions that
were unanimously adopted on July 23, 2021 by the Board of Directors
of the Company (the “Board of Directors”), to amend the Company’s
Articles of Incorporation, as amended (the “Articles”), so as
to:
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Increase the authorized shares of
the Company’s common stock from 200,000,000 shares to 500,000,000
shares (the “Common Stock Amendment”); and |
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Effect a reverse stock split of the
Company’s common stock in a ratio of not more than 1-for-20 (the
“Reverse Split Amendment” and, together with the Common Stock
Amendment, the “Amendments”), such ratio to be determined by the
Board of Directors on or prior to December 31, 2022, in its sole
discretion. |
We anticipate that the Information Statement will be mailed on or
about August 19, 2021 to the stockholders of record as of the close
of business on August 11, 2021. On or after September 8, 2021, the
Common Stock Amendment to the Articles will be filed with the
Secretary of State of Nevada and it will become effective upon
filing. The Reverse Split Amendment may be filed with the Secretary
of State of Nevada at any time on or prior to December 31, 2022, at
the direction of the Board of Directors, and will be effective upon
filing.
The Nevada Revised Statutes permits holders of a majority of the
voting power of a corporation to take shareholder action by written
consent. Accordingly, the Company will not hold a meeting of its
stockholders to consider or vote upon the Amendments to the
Articles.
The attached Information Statement is for information purposes only
and explains the actions taken by written consent. Please read the
Information Statement carefully. It is not a solicitation for any
purpose.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
| August 11, 2021 |
By order of the Board of Directors: |
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/s/
Richard DeCicco |
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Richard DeCicco
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President and Chairman
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ICONIC BRANDS, INC.
44 Seabro Avenue,
Amityville, New York 11701
INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934,
AS AMENDED, AND RULE 14C-2 PROMULGATED
THEREUNDER
August 11, 2021
GENERAL INFORMATION
This Information Statement has been filed with the Securities and
Exchange Commission (the “Commission”) and is being furnished by
the Board of Directors (the “Board of Directors”) of Iconic Brands,
Inc., a Nevada corporation (“Iconic” or the “Company”), pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Rule 14c-2 promulgated thereunder, to the
holders (the “Stockholders”) of record at the close of business on
August 11, 2021 (the “Record Date”) of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), and Series A-2
Convertible Preferred Stock, par value $0.001 per share (the
“Series A-2 Preferred Stock”), to notify such Stockholders of the
following:
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On July 23, 2021 (the “Stockholder
Consent Date”), pursuant to Nevada Revised Statutes (“N.R.S.”)
78.320, the Company received written consents in lieu of a meeting
of Stockholders from two (2) Stockholders representing Sixty Seven
and Five Thousandths Percent (67.005%) of the possible votes
outstanding (the “Majority Stockholders”), approving (1) an
amendment (the “Common Stock Amendment”) to the Articles of
Incorporation, as amended, of the Company (the “Articles”) so as to
increase the number of authorized shares of Common Stock from two
hundred million (200,000,000) shares to five hundred million
(500,000,000) shares (the “Authorized Shares Increase”), and (2) an
amendment to the Articles (the “Reverse Split Amendment” and,
together with the Common Stock Amendment, the “Amendments”) to
effect a reverse stock split of the Common Stock in a ratio of not
more than 1-for-20, such ratio to be determined by the Board of
Directors on or prior to December 31, 2022, in its sole discretion
(the “Reverse Split”); and |
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On July 23, 2021 (the “Board Approval Date”),
pursuant to N.R.S. 78.315, the Board of Directors unanimously
approved the Amendments, subject to Stockholder approval.
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According to N.R.S. 78.390, a majority of the Company’s outstanding
voting power entitled to vote on the matter is required in order to
amend the Articles. The Majority Stockholders approved the
Amendments by written consent in lieu of a meeting on the
Stockholder Consent Date, in accordance with N.R.S. 78.320.
Accordingly, your consent is not required and is not being
solicited in connection with the approval of the Amendments.
We anticipate that this Information Statement will be mailed on or
about August 19, 2021 to all Stockholders of record as of the
Record Date.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF
STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER
THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING
FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS
OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE
EXCHANGE ACT AND RULE 14C-2 PROMULGATED THEREUNDER.
WE ARE NOT ASKING YOU FOR A PROXY AND YOUR ARE REQUESTED
NOT TO SEND US A PROXY.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain “forward-looking”
statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the Commission in its rules,
regulations and releases) representing the Company’s expectations
or beliefs regarding the Company. These forward-looking statements
include, but are not limited to, statements regarding the Company’s
business, anticipated financial or operational results or
objectives. For this purpose, any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the
foregoing, words such as “may”, “will”, “expect”, “believe”,
“anticipate”, “intend”, “desire”, “could”, “estimate”, “might”, or
“continue” or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking
statements. These statements, by their nature, involve substantial
risks and uncertainties, certain of which are beyond our control,
and actual results may differ materially depending on a variety of
important factors, including factors discussed in this and other
filings of the Company with the Commission.
NO DISSENTERS’ RIGHTS OF APPRAISAL
Under Nevada law, the Stockholders are not entitled to dissenters’
rights of appraisal in connection with the Authorized Shares
Increase or the Reverse Split Amendment described in this
Information Statement.
INTEREST OF PERSONS IN OR OPPOSTIION TO MATTERS TO BE ACTED
UPON
No officer, director or principal stockholder has a substantial or
material interest in the favorable outcome of the corporate actions
described in this Information Statement, other than as discussed
herein.
OUTSTANDING VOTING SECURITIES
As of the Stockholder Consent Date, the Company had: (1) 18,350,551
shares of Common Stock issued and outstanding; (2) 2,226,102 shares
of Series E Convertible Preferred Stock, par value $0.001 per share
(the “Series E Preferred Stock”), issued and outstanding; (3)
2,413.75 shares of Series F Convertible Preferred Stock, par value
$0.001 per share (the “Series F Preferred Stock”), issued and
outstanding; (4) 1,200 shares of Series G Convertible Preferred
Stock, par value $0.001 per share (the “Series G Preferred Stock”),
issued and outstanding; and (5) one share of Series A Preferred
Stock, par value $0.001 per share (the “Series A Preferred Stock”),
issued and outstanding.
As of the Stockholder Consent Date: (1) each share of Common Stock
issued and outstanding was entitled to one vote on matters
submitted for Stockholder approval; (2) each share of Series E
Preferred Stock issued and outstanding was entitled to 100 votes on
matters submitted for Stockholder approval; (3) each share of
Series F Preferred Stock issued and outstanding was entitled to
zero votes on matters submitted for Stockholder approval; (4) each
share of Series G Preferred Stock issued and outstanding was
entitled to zero votes on matters submitted for Stockholder
approval; and (5) each share of Series A Preferred Stock issued and
outstanding was entitled to two votes for every share of Common
Stock issued and outstanding plus two votes per share for the
maximum total number of shares of Common Stock issuable upon the
(i) exercise of all issued and outstanding options and/or (ii)
conversion or exchange of all issued and outstanding convertible
securities, in each case, as of the date of issuance of such
options or convertible securities, as the case may be.
On the Stockholder Consent Date, the holders of 484,370,400 of the
possible 722,880,600 votes outstanding executed and delivered to
the Company a written consent approving the Amendments. Since the
Amendments have been approved by the Majority Stockholders, no
proxies are being solicited with this Information Statement.
The N.R.S. provides in substance that unless the Articles provide
otherwise, stockholders may take action without a meeting of
stockholders and without prior notice if a consent or consents in
writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum
number of votes that would be necessary to take such action at a
meeting at which all shares entitled to vote thereon were
present.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the number of
shares of the Company’s Common Stock beneficially owned on
the Stockholder Consent Date, by each person who is known by
the Company to beneficially own 5% or more of the Company’s issued
and outstanding Common Stock, each of the Company’s directors and
executive officers, and all of the Company’s directors and
executive officers, as a group:
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Name
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Common Stock
Ownership
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Percentage of
Common Stock Ownership(1)(2)
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Series A
Preferred Stock Ownership
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Percentage of
Series A Preferred Stock(1)(2)
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Percentage of
Total Votes(3)
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Officers and Directors:
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Richard DeCicco
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2,046,393 |
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11.1 |
% |
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1 |
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100 |
% |
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66.922 |
% |
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Roseann Faltings
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600,200 |
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3.3 |
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- |
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0 |
% |
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0.083 |
% |
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All Officers and Directors as a Group (2
Persons)
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2,646,593 |
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14.4 |
% |
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1 |
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100 |
% |
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67.005 |
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(1)
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Unless otherwise indicated, the persons or
entities identified herein have sole voting and investment power
with respect to the shares shown as beneficially held by them,
subject to community property laws where applicable.
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(2)
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Applicable percentage of ownership is based
on 18,350,551 shares of Common Stock issued and outstanding as of
the Stockholder Consent Date. Beneficial ownership is
determined in accordance with the rules of the Exchange Act and
generally includes voting or investment power with respect to such
securities. Shares of Common Stock subject to securities
exercisable for or convertible into shares of Common Stock that are
currently exercisable or exercisable within 60 days are deemed to
be beneficially owned by the person holding such options, warrants,
rights, conversion privileges or similar obligations, for the
purpose of computing the percentage of ownership of such person,
but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
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(3)
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Percentage of total votes is based on (i)
18,350,551 shares of Common Stock issued and outstanding as of
the Stockholder Consent Date, each share with one vote,
(ii) 2,226,102 shares of Series E Preferred Stock issued and
outstanding as of the Stockholder Consent Date, each share
with 100 votes, and (iii) one share of Series A Preferred Stock
issued and outstanding as of the Stockholder
Consent Date, with two votes for every share of Common Stock
issued and outstanding as of the Stockholder Consent Date
plus two votes per share for the maximum total number of shares of
Common Stock issuable upon the (x) exercise of all issued and
outstanding options and/or (y) conversion or exchange of all issued
and outstanding convertible securities, in each case, as of the
date of issuance of such options or convertible securities, as the
case may be, for an aggregate of 722,880,600 votes on any matter
submitted to the Stockholders as of the Stockholder
Consent Date.
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AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 200,000,000 TO 500,000,000
General Description of Corporate Action
The Articles authorize the maximum number of shares issued and
outstanding at any time to be Two Hundred Million (200,000,000)
shares of Common Stock. On the Board Approval Date, the Board of
Directors approved the Common Stock Amendment so as to authorize
the maximum number of issued and outstanding shares of Common Stock
at any time to be Five Hundred Million (500,000,000) shares. The
Board of Directors is authorized to fix the number of shares of,
and to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon, the Common Stock, subject
to approval of the Stockholders. On the Stockholder Consent Date,
the Majority Stockholders approved the Common Stock Amendment by
written consent.
Reasons for Approving the Increase in the Number of
Authorized Shares of Common Stock
The Company is increasing its authorized shares of Common Stock, in
part, to be able to issue shares of Common Stock in connection with
a series of transactions involving: (1) a Securities Purchase
Agreement (the “SPA”), dated as of July 26, 2021, by and between
the Company and certain accredited investors identified on the
signature pages thereto (the “Purchasers”); (2) securities exchange
agreements (collectively, the “Exchange Agreement”), dated as of
July 26, 2021, by and between the Company and the holders (the
“Holders”) of the Company’s issued and outstanding Series E
Convertible Preferred Stock, Series F Convertible Preferred Stock,
Series G Convertible Preferred Stock, Series E Common Stock
Purchase Warrants, Series F Common Stock Purchase Warrants, and
Series G Common Stock Purchase Warrants (collectively, the
“Existing Securities”); (3) a securities exchange agreement (the
“Series A Exchange Agreement”), dated as of July 26, 2021, by and
between the Company and Richard DeCicco; and (4) an Acquisition
Agreement (the “TopPop Agreement”), dated as of July 26, 2021, by
and among the Company, TopPop LLC, and the members of TopPop LLC
(the “Company Members”).
Pursuant to the SPA, the Purchasers, severally and not jointly,
agreed to purchase from the Company an aggregate of 32,303.11
shares of the Company’s newly-created Series A-2 Preferred Stock,
11,420,201 shares of Common Stock, and warrants (the “Warrants”) to
purchase 114,790,150 shares of Common Stock. Pursuant to the
Exchange Agreement, the Holders exchanged all Existing Securities
held by each Holder for an aggregate of 3,704.80 shares of Series
A-2 Preferred Stock, Warrants to purchase 14,304,880 share of
Common Stock, and 2,449,517 shares of Common Stock. Pursuant to the
Series A Exchange Agreement, Richard DeCicco, the Company’s Chief
Executive Officer, Chief Financial Officer, and Chairman of
the Board of Directors at such time, exchanged the one outstanding
share of Series A Preferred Stock for 25,600,000 shares of Common
Stock. Pursuant to the TopPop Agreement, the Company issued
26,009,600 shares of Common Stock to the Company Members as partial
consideration paid upon the terms and subject to the conditions set
forth in the TopPop Agreement.
Immediately following the consummation of the transactions
described in the two paragraphs above and as of the date of this
Information Statement, the Company has: (1) 94,383,767 shares of
Common Stock issued and outstanding; (2) 39,297.91 shares of Series
A-2 Preferred Stock issued and outstanding, which are convertible
into an aggregate of 125,753,312 shares of Common Stock; and (3)
Warrants to purchase and aggregate of 125,095,030 shares of Common
Stock issued and outstanding. Therefore, as of the date of this
Information Statement, the sum of: (a) all of the issued and
outstanding shares of Common Stock; plus (b) the maximum
number shares of Common Stock issuable upon conversion of all of
the issued and outstanding shares of Series A-2 Preferred Stock;
plus (c) the maximum number of shares of Common Stock
issuable upon exercise of all of the issued and outstanding
Warrants, equals a total of 349,232,109 shares of Common Stock,
which would exceed the 200,000,000 shares of Common Stock that are
authorized for issuance by the Company at any time in accordance
with the Articles by a total of 149,232,109 shares. As a result,
the Board of Directors believes the Authorized Shares Increase is
necessary and appropriate to provide the Company with a sufficient
number of shares of Common Stock authorized for issuance upon
conversion of the issued and outstanding shares of Series A-2
Preferred Stock and upon exercise of the issued and outstanding
Warrants, as well as an adequate number of shares of Common Stock
as a reserve for future issuances for various purposes, such as
effecting acquisitions, business expansion, obtaining financing and
recruiting management personnel, all of which will be necessary if
the Company is to undertake new business operations.
Recommendation of the Board of Directors
The Board of Directors believes that the Authorized Shares Increase
is in the best interest of the Company and its Stockholders for the
reasons described above. No assurance can be given that any of the
reasons cited in this Information Statement will ultimately be
proven to be correct.
Dilution
Any issuance of additional shares of Common Stock will decrease the
relative percentage of equity ownership of the Company’s existing
Stockholders, thereby diluting the voting power of their Common
Stock, and, depending on the price at which additional shares may
be issued, could also be dilutive to the earnings per share of the
Common Stock.
Potential Anti-Takeover Effect
Release No. 34-15230 of the Commission requires disclosure and
discussion of the effects of any stockholder proposal that may be
used as an anti-takeover device. Although the Authorized Shares
Increase is not motivated by anti-takeover concerns and is not
considered by the Board of Directors to be an anti-takeover
measure, the availability of additional authorized shares of Common
Stock could be utilized as such or otherwise have the effect of
delaying or preventing a change of control of the Company. In
addition to financing purposes, the Company could also issue shares
of Common Stock or a series of preferred stock that may, depending
on the number of shares issued of such Common Stock or terms of
such series of preferred stock, make more difficult or discourage
an attempt to obtain control of the Company by means of merger,
tender offer, proxy contest, or other means.
AMENDMENT TO ARTICLES OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON
STOCK
General Description of Corporate Action
On the Board Approval Date, the Board of Directors approved the
Reverse Split Amendment so as to authorize the Reverse Split in the
ratio of not more than 1:20, such ratio is to be determined by the
Board of Directors, on or prior to December 31, 2022. No fractional
shares or scrip will be issued; rather, Stockholders who would
otherwise be entitled to a fractional share as a result of the
Reverse Split will receive one whole share of Common Stock in lieu
of the fraction. On the Stockholder Consent Date, the Majority
Stockholders approved the Reverse Split Amendment by written
consent.
Reasons for Approving the Reverse Split
There are three primary reasons for the Board of Director’s
approval of the Reverse Split Amendment. The first reason is that
the Board of Directors believes that the Reverse Split could
increase the market price of the Common Stock sufficient to satisfy
the $4.00 per share minimum bid price requirement (the “Minimum Bid
Price Requirement”) for purposes of potentially up-listing the
Common Stock to the Nasdaq Stock Market (“Nasdaq”) in the near
future. The Board of Directors believes that the Company will
continue to need to raise capital to fund its operations until the
Company’s businesses become cash flow positive and profitable (of
which there is no assurance) and that up-listing on Nasdaq could
increase the liquidity of the Common Stock by providing the Company
with a market that is more accessible than if the Common Stock were
to continue to trade on the OTCQB or on the “pink sheets”
maintained by the OTC Markets Group, Inc. because such alternative
markets are generally considered to be less efficient than, and not
as broad as, Nasdaq. The Board of Directors believes that
prospective investors will view an investment in the Company more
favorably if the Company’s shares of Common Stock qualify for
listing on Nasdaq as comparted with the OTC markets because, among
other factors, trading on Nasdaq may increase liquidity and
potentially minimize the spread between the “bid” and “asked”
priced quoted by market makers, which may enhance the Company’s
access to capital, increase the Company’s flexibility in responding
to anticipated capital requirements, improve the Company’s ability
to attract, retain and motivate employees and other service
providers, and facilitate the use of the Common Stock in any
strategic or financing transactions that the Company may undertake.
If the Company is unable to up-list to Nasdaq, or a similar
national exchange, the Company’s access to capital may become
further limited and the Company may not have sufficient capital to
enable the Company to continue its operations or become cash flow
positive or profitable. The Board of Directors expects that the
Reverse Split will increase the market price of the Common Stock so
that the Company is able to obtain compliance with the Minimum Bid
Price Requirement; however, the effect of a Reverse Split on the
market price of the Common Stock cannot be predicted with any
certainty, and the history of similar stock split combinations for
companies in like circumstances is varied. It is possible that the
per share price of the Common Stock after the Reverse Split will
not rise in proportion to the reduction in the number of shares of
the Common Stock outstanding resulting from the Reverse Split,
effectively reducing the Company’s market capitalization, and there
can be no assurance that the market price per post-Reverse Split
share will either exceed or remain in excess of the Minimum Bid
Price Requirement for a sustained period of time. Additionally, the
market price of the Common Stock may vary based on other factors
that are unrelated to the number of shares outstanding, including
the Company’s future performance. The Reverse Split is merely the
first step toward a potential up-list to Nasdaq and the Minimum Bid
Price Requirement is not the only listing standard that the Company
must meet. There can be no assurance that the Company will meet the
Nasdaq listing standards or that Nasdaq would approve the Company’s
listing application.
The second reason for the Reverse Split relates to the current low
market price of the Common Stock. The Company will require
financing to fund its business development. The Board of Directors
has concluded that an increase in the market price of the Common
Stock may enhance the marketability of the Common Stock and thereby
improve the Company’s prospects for obtaining financing. It is
hoped that the Reverse Split will increase the per-share market
price of the Common Stock. There is, however, no assurance that the
market price will increase, or that it will not return to its
current levels after the Reverse Split. Recently, the market price
for the Common Stock has been trading at less than Fifty Cents
($0.50) per share. Many brokerage firms are reluctant to recommend
lower-priced stocks to their clients. The policies and practices of
some brokerage houses tend to discourage individual brokers within
those firms from dealing in lower-priced stocks. Additionally, the
brokerage commission on the purchase or sale of stock with a
relatively low per-share price generally tends to represent a
higher percentage of the sales price than the brokerage commission
charged on a stock with a relatively high per-share price. The
Board of Directors believes that these issues are best addressed by
an increase in the inherent value per share of the Common Stock
that will occur as a result of the Reverse Split.
The third reason is that the Board of Directors wishes to have
authorized but unissued shares of Common Stock available for
various purposes, such as effecting acquisitions, business
expansion, obtaining financing and recruiting management personnel,
all of which will be necessary if the Company is to undertake new
business operations. At the present time, the Board of Directors
has not made any specific plan, commitment, arrangement,
understanding or agreement with respect to the additional shares
that will be available for issuance after the Reverse Split.
The Board of Directors reserves the right, notwithstanding
Stockholder approval and without further action by the
Stockholders, to elect not to proceed with the Reverse Split
Amendment if, at any time prior to filing the Reverse Split
Amendment with the Secretary of State of Nevada, the Board of
Directors, in its sole discretion, determines that it is no longer
in the best interests of the Company and its Stockholders.
Recommendation of the Board of Directors
The Board of Directors believes that the Reverse Split Amendment is
in the best interest of the Company and its Stockholders for the
reasons described above. No assurance can be given that any of the
reasons cited in this Information Statement will ultimately be
proven to be correct.
General Effect of the Reverse Split
The table below shows the effect of the Reverse Split, combined
with the effect of the Authorized Shares Increase, on the Common
Stock issued and outstanding as of the date hereof, assuming an
exchange ratio of each of 1:20, 1:10 and 1:5, respectively, for the
Reverse Split.
The columns labeled “After Reverse Split and Authorized Shares
Increase” in the table do not reflect the adjustments that will
result from the issuance of additional shares to certain holders to
round up their fractional shares. The Company cannot calculate at
this time the number of whole shares that will be issued in lieu of
fractions as a result of the Reverse Split.
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Shares of Common
Stock
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Prior to
Reverse Split
and Authorized Shares Increase
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|
|
After Authorized
Shares Increase and Reverse Split
(1 for
20)
|
|
|
After Authorized
Shares Increase and Reverse Split
(1 for
10)
|
|
|
After Authorized
Shares Increase and Reverse Split
(1 for
5)
|
|
|
Authorized
|
|
|
200,000,000 |
|
|
|
500,000,000 |
|
|
|
500,000,000 |
|
|
|
500,000,000 |
|
|
Issued and outstanding
|
|
|
94,383,767 |
|
|
|
4,719,188 |
|
|
|
9,438,377 |
|
|
|
18,876,753 |
|
|
Reserved for future
issuance(1)
|
|
|
254,848,342 |
|
|
|
12,742,417 |
|
|
|
25,484,834 |
|
|
|
50,969,668 |
|
|
Available for issuance
|
|
|
(149,232,109 |
)
|
|
|
482,538,395 |
|
|
|
465,076,789 |
|
|
|
430,153,579 |
|
|
(1)
|
Applicable number of shares is based on the
number of shares of Common Stock that are issuable upon the (a)
conversion of all of the issued and outstanding shares of Series
A-2 Preferred Stock to Common Stock and (b) exercise of all of the
issued and outstanding Warrants.
|
How the Reverse Split Will Be Effected
The officers of the Company will file the Reverse Split Amendment
with the Secretary of State of Nevada effecting the Reverse Split.
In order to effect the Reverse Split, the Reverse Split Amendment
will provide that each number of issued and outstanding shares of
Common Stock ranging from one to 20 (the “Old Shares”), as
determined by the Board of Directors, at the close of business on
the date the Amendment is filed with the Secretary of State of
Nevada (the “Effective Date”), will be exchanged for one
post-Reverse Split share of Common Stock (the “New Shares”). Any
fractional share that results from the Reverse Split will be
converted into a whole new share. The New Shares will not be
different from the Common Stock held by the Company Stockholders
prior to the Reverse Split. The holders of the New Shares will have
the same relative rights following the Effective Date of the
Reverse Split as they had before the Effective Date.
Certificated Shares; Non-Certificated
Shares
Upon the Effective Date, the outstanding certificates representing
the Old Shares will be automatically converted into certificates
representing the New Shares. Every Stockholder who surrenders a
certificate representing Old Shares to the transfer agent with the
appropriate stock transfer fee will receive a certificate
representing the appropriate number of New Shares. The name and
address of the transfer agent for the Company is:
Securities Transfer Corporation
2901 N. Dallas Parkway, Suite 380
Plano, Texas 75093
Phone: (469) 633-0101
Fax: (469) 633-0088
Stockholders who are holding their shares in electronic form at
brokerage firms do not have to take any action as the effect of the
Reverse Split will automatically be reflected in their brokerage
accounts.
Potential Anti-takeover Effects of the Reverse
Split
Release No. 34-15230 of the Commission requires disclosure and
discussion of the effects of any stockholder proposal that may be
used as an anti-takeover device. The Reverse Split is not being
done for the purpose of impeding any takeover attempt.
Nevertheless, the power of the Board of Directors to provide for
the issuance of shares of Common Stock without Stockholder
approval, especially in the situation where the percentage of
authorized shares of Common Stock available for new issuance as a
percentage to the number of shares of Common Stock issued and
outstanding after the Reverse Split is greater as compared to such
percentage prior to the Reverse Split, has potential utility as a
device to discourage or impede a takeover of the Company. In the
event that a non-negotiated takeover were attempted, the private
placement of stock into “friendly” hands, for example, could make
the Company unattractive to the party seeking control of the
Company. This would have a detrimental effect on the interests of
any Stockholder who wanted to tender his or her shares to the party
seeking control or who would favor a change in control.
Federal Income Tax Consequences of the Reverse
Split
The following is a summary of certain material federal income tax
consequences of the Reverse Split and does not purport to be
complete. It does not discuss any state, local, foreign or minimum
income or other U.S. federal tax consequences. Also, it does not
address the tax consequences to holders that are subject to special
tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities,
nonresident alien individuals, broker-dealers and tax-exempt
entities. The discussion is based on the provisions of the United
States federal income tax law as of the date hereof, which is
subject to change retroactively as well as prospectively. This
summary also assumes that the Old Shares were, and the New Shares
will be, held as a “capital asset,” as defined in the Internal
Revenue Code of 1986, as amended (the “Code”), generally, property
held for investment. The tax treatment of a Stockholder may vary
depending upon the particular facts and circumstances of such
Stockholder. EACH STOCKHOLDER SHOULD CONSULT WITH SUCH
STOCKHOLDER’S OWN TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES OF
THE REVERSE SPLIT.
No gain or loss should be recognized by a Stockholder upon such
Stockholder’s exchange of the Old Shares for the New Shares
pursuant to the Reverse Split. The aggregate tax basis of the New
Shares received in the Reverse Split, including any fraction of a
New Share deemed to have been received, will be the same as the
Stockholder’s aggregate tax basis in the Old Shares exchanged
therefor. The Stockholder’s holding period for the New Shares will
include the period during which the Stockholder held the Old Shares
prior to the Reverse Split.
EFFECTIVE DATE OF AMENDMENT
Pursuant to Section 14 of the Exchange Act and Rule 14c-2
promulgated thereunder, the filing of the Common Stock Amendment
with the Secretary of State of Nevada or the Effective Date of such
filing shall not occur until a date at least 20 calendar days after
the date on which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated
hereby with respect to the Common Stock Amendment and Authorized
Shares Increase will be effected on or about the close of business
on September 8, 2021.
ADDITIONAL INFORMATION; INCORPORATION BY
REFERENCE
The Company files annual, quarterly and special reports, proxy
statements and other information with the Commission. The periodic
reports and other information the Company has filed with the
Commission may be inspected and copied at the Commission’s Public
Reference Room at 100 F Street, N.E., Washington DC 20549. The
Commission also maintains a web site on the Internet, at the
address www.sec.gov, that contains reports, proxy statements and
other information regarding issuers, like the Company, that file
electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval System (“EDGAR”).
Copies of the following documents as filed with the Commission by
the Company are incorporated herein by reference:
|
|
1.
|
Annual Report on Form 10-K for the year ended
December 31, 2020;
|
|
|
|
|
|
|
2.
|
Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021; and
|
|
|
|
|
|
|
3.
|
Current Report on Form 8-K filed with the
Commission on July 26, 2021.
|
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN
ADDRESS
The Company may send only one Information Statement and other
corporate mailings to Stockholders who share a single address
unless the Company received contrary instructions from any
Stockholder at that address. This practice, known as
“householding”, is designed to reduce the Company’s printing and
postage costs. However, the Company will deliver promptly, upon
written or oral request, a separate copy of this Information
Statement to a Stockholder at a shared address to which a single
copy of this Information Statement was delivered. You may make such
a written or oral request by sending a written notification stating
(i) your name, (ii) your shared address and (iii) the address to
which we should direct the additional copy of this Information
Statement, to the Company at 44 Seabro Avenue, Amityville, New York
11701.
If multiple Stockholders sharing an address have received one copy
of this Information Statement or any other corporate mailings and
would prefer the Company to mail each Stockholder a separate copy
of future mailings, you may mail a notification to, or call the
Company at, the Company’s principal executive office. Additionally,
if current Stockholders with a shared address received multiple
copies of this Information Statement or other corporate mailings
and would prefer the Company to mail one copy of future mailings to
Stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company’s principal
executive office.
MISCELLANEOUS MATTERS
The entire cost of furnishing this Information Statement will be
borne by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the Stockholders and will reimburse
such persons for their reasonable charges and expenses in
connection therewith. The Board of Directors has fixed the close of
business on August 11, 2021 as the Record Date for the
determination of Stockholders who are entitled to receive this
Information Statement.
You are being provided with this Information Statement pursuant to
Section 14C of the Exchange Act and Rule 14c-2 promulgated
thereunder, and, in accordance therewith, the Amendment will not be
filed with the Secretary of State of the State of Nevada or become
effective until at least 20 calendar days after the mailing of this
Information Statement.
APPENDIX
Appendix A – Form of Certificate of Amendment to the Articles of
Incorporation of Iconic Brands, Inc. for the Authorized Shares
Increase.
Appendix B – Form of Certificate of Amendment to the Articles of
Incorporation of Iconic Brands, Inc. for the Reverse Split.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Company has duly caused this Information
Statement to be signed on its behalf by the undersigned thereunto
duly authorized.
|
By Order of the Board of Directors: |
|
| |
|
|
|
|
Date: August 11, 2021
|
Richard DeCicco
|
|
|
|
|
|
|
/s/ Richard DeCicco
|
|
|
|
President and Chairman
|
|
| |
|
|
|
APPENDIX A
Form of Certificate of Amendment to Articles of
Incorporation
of Iconic Brands, Inc. for Authorized Shares
Increase
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 September 8, 2021, the
aggregate number of shares that the Corporation has the authority
to issue is Six Hundred Million (600,000,000), of which Five
Hundred Million (500,000,000) 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.
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: 67.005%
IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Amendment to the Articles of Incorporation on September __,
2021.
| |
|
|
|
|
By: |
|
|
|
|
|
Richard J. DeCicco
|
|
| |
Its: |
President and Chairman
|
|
APPENDIX B
Form of Certificate of Amendment to Articles of
Incorporation
of Iconic Brands, Inc. for Reverse
Split
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 second paragraph of Section 1 of the Additional Articles,
entitled “Capital Stock”, is amended and restated as follows:
Effective on the open of business on _____________, 2021, the
issued and outstanding shares of common stock, par value $0.001, of
the Corporation shall be subject to a
[1-for-20]1 reverse
stock split. As a result of the reverse stock split, every
[Twenty (20)] shares of common
stock issued and outstanding before the effectiveness of the
reverse stock 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 the 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.
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: 67.005%.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Amendment to the Articles of Incorporation on _____________,
2022.
| |
|
|
| |
|
|
|
|
By: |
|
|
|
|
|
Richard J. DeCicco |
|
| |
Its: |
President and Chairman
|
|
| |
|
|
|
1 Note: Reverse stock split
ratio to be confirmed. Board resolutions and stockholder consent
authorize up to 1:20 ratio.
Iconic Brands (PK) (USOTC:ICNB)
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