Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, on July 26, 2021, Iconic Brands, Inc. (the "Company") filed a Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of its Series A-2 Convertible Preferred Stock (the "Certificate of Designation" and such preferred stock, the "Series A-2 Preferred Stock") with the U.S. Securities and Exchange Commission. In accordance with the Certificate of Designation, in the event that the average of the VWAP for each of the 15 consecutive trading days ending on the trading day immediately prior to July 1, 2022 was less than the Conversion Price then in effect, then retroactively, as of the Original Issue Date, the holders of the Series A-2 Preferred Stock were entitled to receive, and the Company was required pay, a one-time 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 thereof.

On July 18, 2022, in accordance with the Certificate of Designation, the board of directors of the Company approved the payment of a 6% dividend on Series A-2 Preferred Stock, payable in shares of common stock, which were issued on July 18, 2022 to all holders of record of Series A-2 Preferred Stock as of the close of business on July 18, 2022 (the "Dividend Payment"). The Dividend Payment resulted in the issuance of 8,810,826 shares of common stock. All capitalized terms used herein but not defined have the meaning set forth in the Certificate of Designation.

The issuance of the shares of common stock for the Dividend Payment is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.






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