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): August 19,
2009
ICONIC
BRANDS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-53162
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13-4362274
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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1174
Route 109
Lindenhurst,
NY 11757
(Address
of Principal Executive Offices)
(631)
991-3174
(Issuer
Telephone number)
(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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into A Material Definitive
Agreement
On August
19, 2009, we completed a private placement offering in the aggregate amount of
$500,000 from an accredited investor through the sale of (a) 1,000,000 shares of
its common stock, par value $0.0001, with a per share purchase price of $0.50
per share; (b) a Class I Common Stock Purchase Warrant to purchase an aggregate
of 100% of the number of shares of our common stock at an exercise price of
$1.00 per share (the “Class I Warrants”); and (c) a Class J Common Stock
Purchase Warrant to purchase an aggregate of 100% of the number of shares of our
common stock at an exercise price of $1.50 per share (the “Class J Warrants,”
together with the Class I Warrants, the “Warrants”). In connection
with the financing V3 Funding received a commission of 10% of the proceeds of
the financing. Copies of the subscription agreement and the form of
warrant (the “Financing Documents”) are included as Exhibit 10.1 and 10.2
to this Current Report and are hereby incorporated by
reference.
The
Financing Documents granted piggy-back registration rights to the Investor with
respect to the securities sold herewith.
Item 3.02 Unregistered Sales of Equity
Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K that
relates to the recent sales of unregistered securities is incorporated by
reference into this Item 3.02.
These
securities are issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the “Act”). These securities qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
securities by us did not involve a public offering. The offering was not a
“public offering” as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of securities offered. We did not undertake an offering in which we sold
a high number of securities to a high number of investors. In addition, these
shareholders had the necessary investment intent as required by Section 4(2)
since they agreed to and received share certificates bearing a legend stating
that such securities are restricted pursuant to Rule 144 of the 1933 Securities
Act. This restriction ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
Item 9.01 Exhibits.
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Exhibit
No.
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Description
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10.1
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Form
of Subscription Agreement, dated August 19, 2009
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10.2
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Form
of Class I Warrant, dated August 19,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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ICONIC
BRANDS, INC.
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Date: August
25, 2009
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By:
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/s/
Richard DeCicco
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Richard
DeCicco
President,
Chief Executive Officer and Director
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Date: August
25, 2009
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By:
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/s/
William S. Blacker
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William
S. Blacker
Senior
Vice President of Finance and Administration
&
Chief Financial Officer
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