Iconic Brands Inc (ICNB)

[Drugdoctor]

OMG-SHAREHOLDERS-ARE-DOOMED-.0001-DEATHSPIRAL-NOTE-in-DEFAULT
OMG- In only 2 weeks - this entire deal went to hell! ICONIC FAILURE!!!

On May 11, 2023, Iconic Brands, Inc. (the “Company”) entered into a 10% Original Issue Discount (OID) Convertible Promissory Note in the aggregate principal amount of $660,000 (the “Note”), with Arena Investors, LP

CFO left the company - RICH is CEO - back in charge- signing as CEO... What a pile of poo poo this always has been and still is.

https://ih.advfn.com/stock-market/USOTC/iconic-brands-qb-ICNB/stock-news/91177344/current-report-filing-8-k

The price at which the Note will convert into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice.

If, at any time the Note is outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Note, then the conversion price of the Note shall be reduced to such lower price. The conversion price of the Note is lower than the par value of the Company’s Common Stock ($0.001 per share), which may cause the issuance of the Note to violate applicable Nevada law.

The Note contains customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting from the over-the-counter market. Upon the occurrence of an event of default, all obligations under the Note shall become immediately due and payable within five days.

On May 24, 2023, the Company received a notice of default from Arena listing the specified defaults that Arena believed have occurred, including, among other things, the Company’s failure to authorize and reserve a sufficient number of shares of its Common Stock for conversion, to effect the conversion of the Note into Common Stock as provided in the Note, and failure to instruct its transfer agent to reserve all authorized but unissued shares of its Common Stock for issuance to Arena in connection with conversion of this Note. As result of such defaults, Arena has given notice to the Company that all obligations under the Note are immediately due and payable, and Arena has reserved any and all remedies available to it as a result of such defaults.



At this time the Company is unable to pay off the entire loan balance due to Arena or meet its reserve share obligations required in the Note. Prior to the notice of default from Arena, the Company was attempting to reach a negotiated settlement with Arena, and the Company remains in discussion with Arena to remedy these events of default.

On May 16, 2023, David Allen notified the Company of his decision to resign from his position as Chief Financial Officer of the Company for personal reasons, effective as of May 19, 2023

Iconic Brands, Inc.




Dated: May 26, 2023

By:

/s/ Richard DeCicco

Name:


Title:

Chief Executive Officer.