Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 31, 2019, Iconic Brands, Inc. (the "Company") completed the
previously announced sale of its majority owned subsidiary, Green Grow Farms,
Inc., a New York corporation ("Green Grow"), to Canbiola, Inc., a Florida
corporation ("Canbiola"), pursuant to the terms of a Share Exchange Agreement,
dated as of December 4, 2019 (the "Agreement"), by and among the Company, Green
Grow and Canbiola. Pursuant to the Agreement, the Company sold, and Canbiola
purchased, all of the shares of common stock of Green Grow held by the Company
for net consideration of 37,500,000 shares of common stock of Canbiola, subject
to post-closing adjustments.
The foregoing description of the Agreement, and the transactions contemplated
thereby, does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Agreement, a copy of which was
included as Exhibit 10.1 to the Company's Current Report on Form 8-K, with the
Securities and Exchange Commission on December 6, 2019 and is hereby
incorporated herein by reference.
Item 8.01 Other Events.
On December 31, 2019, the Company issued a letter to shareholders. The full text
of the shareholder letter is set forth in Exhibit 99.1 attached hereto and is
incorporated by reference in this Current Report on Form 8-K as if fully set
forth herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Title of Document
99.1 Shareholder Letter, dated January 2020.
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