---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-23-004018"
form_type: "8-K"
ticker: null
cik: "0001350073"
company_name: "Iconic Brands, Inc."
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T12:38:05.576888+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Iconic Brands defaults on $660K convertible note; CFO resigns

## Summary
- Iconic Brands issued $660K convertible note to Arena Investors; net proceeds $600K after 10% OID; 12% interest after 90 days.
- Arena sent default notice May 24, 2023, citing failure to authorize shares for conversion; Company admits inability to pay.
- CFO David Allen resigned May 19, 2023 for personal reasons; CEO Richard DeCicco serving as interim CFO.
- Conversion price is the lower of $0.0001 per share or 50% of the 30-day lowest closing price.

## SEC filing metadata
- accession: 0001477932-23-004018
- form_type: 8-K
- cik: 0001350073
- company_name: Iconic Brands, Inc.
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 2.04, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/0001477932-23-004018-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/icnb_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-23-004018
- JSON: https://secwatch.observer/filing/0001477932-23-004018.json
- Plain text: https://secwatch.observer/filing/0001477932-23-004018.txt

## Key facts
- Debt Financings
  Iconic Brands, Inc. incurred convertible notes of aggregate principal amount of $660,000 with Arena Investors, LP at 12% per annum maturing August 11, 2023.
  - Instrument: convertible notes
  - Principal: aggregate principal amount of $660,000
  - Counterparty: Arena Investors, LP
  - Rate: 12% per annum
  - Maturity: August 11, 2023
  - Event: incurrence
  source text: 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 (“Arena”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/0001477932-23-004018-index.htm
- Debt Financings
  Iconic Brands, Inc. reported a default on convertible notes with Arena Investors, LP.
  - Instrument: convertible notes
  - Counterparty: Arena Investors, LP
  - Event: default
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/0001477932-23-004018-index.htm
- Executive change
  David Allen resigned as Chief Financial Officer at Iconic Brands, Inc..
  - Action: resigned
  - Role: Chief Financial Officer
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/0001477932-23-004018-index.htm
- Executive change
  Richard DeCicco changed role as Chief Financial Officer at Iconic Brands, Inc..
  - Action: assumed
  - Role: Chief Financial Officer
  source text: Richard DeCicco, the Company’s Chief Executive Officer, will assume the responsibilities of Chief Financial Officer effective upon Mr. Allen’s departure
  evidence_url: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/0001477932-23-004018-index.htm
- Material Agreements
  Iconic Brands, Inc. entered into 10% Original Issue Discount (OID) Convertible Promissory Note with Arena Investors, LP valued at $660,000 (effective 2023-05-11).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Arena Investors, LP
  - Value: $660,000
  - Effective: 2023-05-11
  source text: 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 ("Arena").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1350073/000147793223004018/0001477932-23-004018-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.