UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~July~~October 1810, 2022

Iconic Brands, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-53162

13-4362274

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

44 Seabro Avenue

Amityville, New York 11701

(Address of Principal Executive Offices)

(631) 464-4050

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 37.0201. ~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure.

~~As previously disclosed, on July 26, 2021,~~ Iconic Brands, Inc. (the “Company”) ~~filed~~is afurnishing ~~Certificate~~this ofCurrent ~~Designation~~Report ofon ~~the~~Form ~~Rights, Preferences, Privileges and Restrictions of its Series A~~8-2K ~~Convertible~~in ~~Preferred~~connection ~~Stock (the “Certificate of Designation” and such preferred stock, the “Series A-2 Preferred Stock”)~~ with the ~~U.S.~~disclosure ~~Securities and Exchange Commission. In accordance with the Certificate~~ of ~~Designation~~information, in the ~~event~~form ~~that the average~~ of ~~the~~an ~~VWAP~~investor ~~for~~presentation ~~each of~~ (the 15 ~~consecutive~~“Presentation”), ~~trading days ending on the trading day immediately prior~~ to ~~July~~be 1,used ~~2022~~by ~~was less than~~ the ~~Conversion~~Company ~~Price~~at ~~then in~~various ~~effect,~~meetings ~~then~~with ~~retroactively,~~certain asinvestors. ofA ~~the~~copy ~~Original Issue Date, the holders~~ of the ~~Series~~Presentation ~~A-2~~is ~~Preferred~~furnished ~~Stock~~herewith ~~were~~as ~~entitled~~Exhibit to99.1 ~~receive,~~ and ~~the~~is ~~Company~~incorporated ~~was~~into ~~required~~this ~~pay,~~Item a7.01 ~~one-time~~by dividend payment equal to 6% of the Stated Value per share of the outstanding Series A-2 Preferred Stock in cash or, at the Company’s option, in shares of the Company’s common stock, or a combination thereofreference.

OnThe ~~July~~information ~~18,~~contained ~~2022,~~in the Presentation should be considered in ~~accordance~~the context of the Company’s filings with the ~~Certificate~~Securities ofand ~~Designation,~~Exchange Commission (the ~~board~~“SEC”) ofand ~~directors~~other ofpublic announcements the Company ~~approved~~may ~~the~~make ~~payment~~by ofpress arelease 6%or ~~dividend~~otherwise onfrom ~~Series~~time ~~A-2~~to ~~Preferred~~time. ~~Stock,~~The ~~payable~~Presentation inspeaks ~~shares~~as of ~~common~~the ~~stock,~~date ~~which~~of ~~were~~this ~~issued~~Current Report on ~~July~~Form ~~18,~~8-K. ~~2022~~By tofurnishing ~~all~~this ~~holders~~Current ofReport ~~record~~on ofForm ~~Series A~~8-2K ~~Preferred~~and ~~Stock~~furnishing the Presentation, the Company makes no admission as ofto the ~~close~~materiality of ~~business~~any information in this Current Report on ~~July~~Form 188-K, ~~2022~~including ~~(the~~without ~~“Dividend~~limitation ~~Payment”)~~the Presentation. The ~~Dividend~~Company ~~Payment~~does ~~resulted~~not inhave, ~~the~~and ~~issuance~~expressly ~~of 8~~disclaims,~~810,826~~ ~~shares~~any ofobligation ~~common~~to ~~stock.~~release ~~All~~publicly ~~capitalized~~any ~~terms~~updates ~~used~~or ~~herein~~any ~~but~~changes ~~not~~in ~~defined~~its ~~have~~expectations ~~the~~or ~~meaning~~any ~~set~~change ~~forth~~in events, conditions, or circumstances on which any forward-looking statement in the ~~Certificate~~Presentation ofis ~~Designation~~based.

~~The~~In ~~issuance~~addition, ofon October 10, 2022, the ~~shares~~Company ofissued ~~common~~a ~~stock~~press ~~for~~release announcing that it will participate in the ~~Dividend~~Dawson ~~Payment~~James is7th ~~exempt~~Annual ~~from~~Small ~~registration~~Cap ~~under~~Growth Conference being held on October 12, 2022 at the ~~Securities~~Wyndham ~~Act~~Grand ofHotel ~~1933~~in Jupiter, Florida. A copy of the press release is furnished herewith as ~~amended,~~Exhibit ~~pursuant~~99.2 to ~~Section~~this ~~4(a)(2)~~Current ~~thereof~~Report on Form 8-K.

The information furnished in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

~~SIGNATURES~~ Forward Looking Statements

~~Pursuant~~This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the ~~requirements~~Company’s ability and strategies to develop and commercialize products and brands that include unique spirits. These forward-looking statements are subject to a number of risks including the ~~Securities~~risk ~~Exchange~~factors ~~Act~~set offorth ~~1934~~from time to time in the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K for the ~~registrant~~fiscal ~~has~~year ~~duly~~ended ~~caused~~December 31, 2021, which is available at www.sec.gov. Any forward-looking statements set forth in this Current Report on Form 8-K speak only as of the date of this report. We do not intend to beupdate ~~signed~~any onof ~~its~~these ~~behalf~~forward-looking bystatements to reflect events or circumstances that occur after the ~~undersigned,~~date ~~thereunto~~hereof ~~duly~~other ~~authorized~~than as required by law. You are cautioned not to place undue reliance on any forward-looking statements. Information contained on the Company’s website does not constitute part of this Current Report on Form 8-K.

	ICONIC BRANDS, INC.
Date: July 22, 2022	/s/ David Allen
	Name: David Allen
	Title: Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

3(d) Exhibits

Exhibit No.		Description

99.1		Investor Presentation
99.2		Press Release, dated October 10, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ICONIC BRANDS, INC.

Date: October 11, 2022		/s/ David Allen
		Name: David Allen
		Title: Chief Financial Officer

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