Iconic Brands, Inc. (OTCPK:ICNB) acquired ToPPoP Packaging from InnoAccel Investments LLC, FrutaPop LLC and Thomas Martin for $19 million on July 26, 2021. Upon consummation of the acquisition contemplated by the TopPop acquisition agreement, the TopPop Members received $3.995 million in cash by transfer of immediately available funds; 26.0096 million of Iconic Brands's common stock, $4.9 million aggregate principal amount of promissory notes of Iconic Brands and future additional cash payments as earnout consideration. The earn-out payments, if any, will be made following the 12-month period commencing on August 1, 2021 in an amount equal to each TopPop Member?s pro rata portion of the excess, if any, of 1.96 times TopPop?s EBITDA for the First Year over aggregate amount of the Promissory Notes repaid in cash during the First Year; provided, however, no First Year Earn-out Amount will be payable if does not exceed and following the 12-month period commencing on August 1, 2022, in an amount equal to each TopPop Member?s pro rata portion of the excess, if any, of 1.96 times TopPop?s EBITDA for the Second Year over the aggregate amount of the Promissory Notes repaid in cash during the Second Year provided, however, no Second Year Earn-out Amount shall be payable if does not exceed. The earn-out payments shall be made, at the election of each TopPop Member, in cash or in shares of Common Stock or a combination thereof, less any reserve for possible indemnification payments, provided that not less than 45% of the value of each earn-out payment shall be paid in Common Stock. If paid in shares of Common Stock, such shares will be valued atthen-prevailing market rate. The purchase price is subject to working capital adjustment. Iconic Brands intends to use the proceeds of $40 Million Dollar Private Placement for the acquisition. Thomas Belton as an officer and manager of TopPop will resign following completion of acquisition. Board of managers of TopPop LLC and Board of Directors of Iconic Brands had unanimously?approved the transaction. Accretive acquisition of TopPop; added approximately $6 million ice pops manufactured and $2 million in sales since the acquisition in July 2021. Brad D. Rose and Robert C. Lamonica of Pryor Cashman LLP acted as legal advisors for Iconic Brands. Justin J. Watkins of Faegre Drinker Biddle & Reath LLP acted as legal advisor for TopPop LLC. Iconic Brands, Inc. (OTCPK:ICNB) completed the acquisition of ToPPoP Packaging from InnoAccel Investments LLC, FrutaPop LLC and Thomas Martin on August 23, 2021.