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Item 7.01
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Regulation FD Disclosure.
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On July 10, 2020, Iconix Brand Group, Inc.’s (the “Company”) Board of Directors determined to commence
a process to broaden its exploration of strategic alternatives available to the Company to enhance shareholder value. The
Board has authorized management and its external advisors to consider a broader range of strategic alternatives, including a potential
sale of the Company, merger or other business combination, a recapitalization of its existing capital structure, financings or
re-financings of its existing indebtedness, sales of equity and equity-linked securities, dispositions of discrete brands and related
assets, licensing or other strategic transactions involving the Company, or any combination of the foregoing. This is in addition
to the Company’s previously announced executed definitive agreements to sell the rights to the UMBRO and STARTER brands in
China. In connection with such strategic review, the Company retained Ducera Partners LLC as a financial advisor, together
with Dechert LLP, its existing legal counsel, to assist in this effort.
Bob Galvin, CEO and Board member, said, “We are confident in the Company's strategy to continue to de-lever its balance sheet
and rationalize our cost structure. While we have undertaken a number of actions toward positioning the Company to drive growth
and preserve operating leverage to achieve sustainable market leadership in the brand management sector, including recent asset
sales, after careful consideration, our Board has determined that it is prudent at this time
to undertake a broader strategic review in order to ensure that all available alternatives for the Company are being evaluated
to maximize value for our shareholders. As the Board conducts its review, we remain focused on executing on our strategy
and continuing day to day operations as usual.”
There can be no assurance that the exploration of strategic alternatives will result in any transaction or specific course of action.
The Company has not set a timetable for the conclusion of its review of strategic alternatives and does not intend to disclose
developments with respect to the exploration of strategic alternatives unless and until its Board of Directors has approved a specific
transaction or course of action or the Company has otherwise determined that further disclosure is appropriate or required by law.
Forward-Looking Statements:
This Current Report
on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements
include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be
identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “future,” “will,” “seek” and similar terms or
phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available
as of the date of this Current Report on Form 8-K. Forward-looking statements involve known and unknown risks and uncertainties,
which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the
Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline
significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could
cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among
others: the occurrence of any strategic transaction and the impact of any potential strategic transaction, including acquisitions
or dispositions, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its
outstanding debt obligations, the impact of the ongoing COVID-19 pandemic on the Company’s and its licensees’ revenues,
results of operations and liquidity, and the events and risks referenced in the sections titled “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q
and in other documents filed or furnished with the Securities and Exchange Commission. Given these uncertainties, you should not
place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof
and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.