Iconic Brands, Inc. announced a private placement of $660,000 face amount of 10% original issue discount convertible promissory notes to accredited investors for gross proceeds of $600,000 on May 11, 2023. The notes bears interest at 12% per annum beginning on the 90th day following execution and are due on the earlier of August 11, 2023, which is the maturity date or the occurrence of an event of default. The transaction included participation from new investor Arena Investors, LP.

The notes will be convertible into shares of the Company's common stock at a conversion price equal to the lesser of (i) $0.0001, or (ii) at a conversion price for each share of Common Stock at 50% discount from the lowest closing price in the 30 trading days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties.