ICONIC BRANDS, INC. (OTCMKTS:ICNB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement.
On December 4, 2019, Iconic Brands Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Canbiola, Inc., a Florida corporation (“Canbiola”) and Green Grow Farms, Inc., a New York corporation, (“Green Grow”, and with Canbiola and Iconic, the “Parties”).
to the terms of the Agreement, at closing, the Company will receive an aggregate of 37,500,000 shares of Canbiola’s common stock (the “Purchase Shares”) in exchange for its 51% equity interest in Green Grow. On June 30, 2020 (the “Valuation Date”), a valuation of the Purchase Shares shall be performed for the purpose of determining whether the Market Price Per Purchase Share (as defined) on the Valuation Date is less than $1,000,000. In the event that the aggregate Price Per Purchase Share (as defined) on the Valuation Date is less than $1,000,000, Canbiola shall issue to the Company such a number of additional shares (“Additional Purchase Shares”) so that the aggregate value of aggregate shares issued to ICNB for the purchase of the Shares (taking into account the Purchase Shares and the Additional Purchase Shares) equals $1,000,000. For purposes of the valuation, Market Price Per Purchase Share shall be determined based upon the 10-day average VWAP for the 10-day period ending on June 30, 2020.
The Purchase Agreement contains customary representations and warranties, termination rights and certain covenants of the Parties. In addition, in the event the Agreement has not been closed by December 31, 2019, either party may terminate the Agreement by providing written notice to the other party.
The closing of the Agreement is subject to the satisfaction of customary closing conditions, including the completion of audited financial statements of Green Grow.
A copy of the Agreement is attached hereto as Exhibit 10.1. The description of the Agreement herein is qualified by the terms of the full text of the agreement attached hereto and the terms thereof are incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Iconic Brands, Inc. Exhibit
EX-10.1 2 icnb_ex101.htm STOCK PURCHASE AGREEMENT icnb_ex101.htmEXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 4th day of December,…
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About ICONIC BRANDS, INC. (OTCMKTS:ICNB)
Iconic Brands, Inc. is a beverage company. The Company is engaged in the process of raising funds and identifying investment opportunities in operating businesses. The Company intends to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. Its subsidiaries include BiVi, LLC and Medical Marijuana Business Academy, LLC. BiVi, LLC is made up of BiVi 100% Sicilian Vodka. Medical Marijuana Business Academy, LLC is an educational platform that helps start-ups, investors and owners navigate the regulatory boundaries of the Cannabis market. Medical Marijuana Business Academy, LLC offers step-by-step live and online training platforms covering topics, such as marijuana business licensing qualification process, State license applications, seed to sale tracking, and medicine and money.
