Iconic Brands, Inc. Comments on Recent Promotional and Trading Activities at Request of OTC Markets
New York - (NewMediaWire) - February 14, 2020 - Iconic Brands, Inc. (OTCQB: ICNB) (“Iconic” or the “Company”), a lifestyle branding company in the alcohol and spirits sector, is providing comments on recent promotional activity pursuant to a request by the OTC Markets Group (“the OTC Markets”).
The Company first became aware of certain promotional activities through a notification from OTC Markets February 12, 2020, which included three (3) electronic newsletters (collectively, the “materials”) prepared by third parties; one of which was prepared and circulated by each of SmallCapFirm, AwesomeStocks.com, and StockWireNews, respectively. The Company was not aware of the materials prior to receiving copies from the OTC Markets.
Beginning in September of 2019, the Company has used IRTH Communications as its investor relations firm. IRTH’s role is to provide certain investor/public relations, internet development, communications and consulting services on the Company’s behalf. In addition, in January 2020, the Company engaged Wealth Engineering LLC to provide certain advertising services. IRTH, in connection with its engagement, engaged certain third parties that indirectly engaged the firms that prepared and issued the materials, and such firms disclosed the sums paid to them for the dissemination of these reports as in the materials. Neither the Company, IRTH nor Wealth Engineering LLC had notice of or editorial control over the content of the materials prior to their dissemination. The materials were unrelated to any work performed by Wealth Engineering.
The Company acknowledges that the distribution of the materials coincided with higher than average trading volume in the Company's common stock, however, the Company has no knowledge or opinion as to whether or not the materials themselves affected trading activity. Many other factors, including but not limited to recently issued press releases, could have had an impact on trading volume. Since January 1, 2020, the Company has issued a letter to Shareholders, has made presentations to investors about the Company’s operations and performance, announced the completion of an above market $1.5 million private placement offering of Series G convertible preferred stock, and has issued press releases regarding televised appearances, sales and events featuring its Bellissima Prosecco and Sparkling Wines, as well as the availability of its Hooters Spirits Premium line of products at Hooters corporate restaurants in 22 states. The Company believes that such presentations and announcements may have been a significant factor in the increase in the trading volume of its common stock.
The Company recognizes that the statements made by the unrelated third parties may be deemed to have encouraged investors to purchase common stock of the Company in the open market. While statements made by the unrelated third parties contain no factual inaccuracies or any material non-public information, none of the materials were reviewed or approved by the Company or its third-party service provider, and any opinions expressed by the authors are theirs alone as we had no notice or right of editorial control over the content.
The Company disclaims any potentially misleading or exaggerated statements in the materials, and readers of the materials should not place undue reliance on the materials. The Company does not condone the use of sensational language to describe the Company’s business prospects or any statements made regarding the urgency of investing in the Company’s common stock, or any other similar statements. The Company further notes that investing in the Company’s securities involves certain risks and uncertainties that investors should review prior to making any investment decision. The Company encourages all investors to undertake proper due diligence and carefully consider all investment decisions and directs all potential investors to rely on its filings and disclosures made with the SEC, which are accessible at www.sec.gov and available on the disclosure page for ICNB on the OTC Markets website at www.otcmarkets.com.
Upon inquiry of management, directors, control persons and third-party service providers, to the Company’s knowledge, based upon filings made with the SEC and other information available to the Company, during the past 90 days, no such persons executed any purchase or sales transactions of the Company’s securities.
The OTC Markets has further requested that the Company state whether it has issued any shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance. The Company represents, as disclosed in its filings with the Securities and Exchange Commission (“SEC”) made on October 4, 2018 and July 23, 2019, respectively, that is has issued instruments allowing conversion to equity securities at fixed prices constituting a discount to the current market rate at the time of the issuance, as more fully described below.
On September 27, 2018, the Company entered into a Securities Purchase Agreement with certain accredited for the sale of up to 4,650,000 shares of our Series E convertible preferred stock (the “Series E Convertible Preferred Stock”), plus warrants to acquire an aggregate of up to 1,860,000 shares of our common stock, for gross proceeds of $1,162,500. In addition, we entered into Securities Exchange Agreements with holders of convertible notes totaling $519,499 to exchange their convertible notes for an aggregate of 2,077,994 shares of our Series E Convertible Preferred Stock, plus warrants to acquire 831,198 shares of our common stock. The Series E Convertible Preferred Stock is convertible into common stock at a fixed price of $0.625 per share, and the warrants are exercisable at a fixed price of $0.625 per share. As of February 13, 2020, investors have converted 1,951,892 Series E Convertible Preferred Stock and there are up to 2,698,108 shares of Series E outstanding, which shares are convertible into an aggregate of up to 1,079,243 shares of common stock.
On July 18, 2019, the Company entered into a Securities Purchase Agreement with certain accredited investors for the sale of an aggregate of 3,125 shares of our Series F convertible preferred stock (the “Series F Convertible Preferred Stock”), plus warrants to acquire 5,000,000 million shares of our common stock for gross proceeds of $3,125,000. The Series F Convertible Preferred Stock is convertible into common stock at a fixed price of $0.625 per share, and the warrants are exercisable at a fixed price of $0.625 per share. As of February 13, 2020, investors have converted 760.5 shares of Series F Convertible Preferred Stock and there are 3,045.75 shares of Series F Convertible Preferred Stock issued and outstanding, which shares are convertible into an aggregate of 4,873,200 shares of common stock.
All of the shares of common stock underlying the instruments described above have been registered on a Form S-1 Registration Statement, which Registration Statement contains a full description of the terms of the securities and the investors, that was filed with the SEC and was declared effective on September 18, 2019, which can be found here.
About Iconic Brands, Inc.
Iconic Brands, Inc. is a lifestyle branding company with the highest expertise of developing, from inception to completion, alcoholic beverages for itself and third parties. Iconic markets and places products into national distribution through long-standing industry relationships. Iconic is a leader in “celebrity branding” of beverages, procuring superior and unique products from around the world and branding its products with internationally recognized celebrities. It currently offers Bellissima Prosecco and BiVi Vodka. In addition, Iconic developed the Hooters Spirits line of premium spirits in partnership with United Spirits, Inc., a leading private-label beverage company and affiliate of Iconic, for Hooters restaurants and off-premise retail locations both domestically and internationally.
Please visit the Company’s websites and follow them on social media.
Websites: Iconicbrandsusa.com; bivivodka.com
Twitter: @IconicBrandsUS; @HootersSpirits; @BiviVodka
Instagram: @IconicBrandsUSA; @HootersSpirits; @Bivivodka
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 uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Iconic’s reports that it files from time to time with the Securities and Exchange Commission and which you should review, including those statements under “Item 1A – Risk Factors” in Iconic’s Annual Report on Form 10-K.
Source: Iconic Brands Inc