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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As previously disclosed, on April 13, 2020, Iconix Brand Group,
Inc., a Delaware corporation (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq
Stock Market, LLC (“Nasdaq”) notifying the Company that the minimum market value of its publicly held common stock
(the “Market Value of Publicly Held Shares”) fell below $15,000,000 for a period of 30 consecutive business days and
that, therefore, the Company did not meet the minimum market value of publicly held shares requirement set forth in Nasdaq Listing
Rule 5450(b)(3)(c) (the “Minimum Market Value Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company was
provided 180 calendar days, or until October 12, 2020, to regain compliance with the Minimum Bid Price Rule. On April 16, 2020,
Nasdaq tolled the compliance period for price-based continued listing requirements until June 30, 2020, which extended the Company’s
compliance deadline from October 12, 2020 to December 24, 2020.
As the Company has not regained compliance with the Minimum
Market Value Rule within such time period, on December 28, 2020, the Company received a written notice from Nasdaq that the Company’s
common stock would be delisted from the Nasdaq Global Select Market and suspended at the opening of business on January 6, 2021,
unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). In accordance with Nasdaq’s
procedures, the Company intends to appeal Nasdaq’s determination by requesting a hearing before the Panel (the “Hearing”)
to seek continued listing. This Hearing request will automatically stay Nasdaq’s suspension of the Company’s common
stock and the filing of a Form 25-NSE (which Form would remove the Company’s common stock from listing and registration on
the Nasdaq Global Select Market) pending the Panel’s decision. The Company expects that Nasdaq will hold the Hearing with
the Panel within 45 days of the Company’s request for the Hearing, pursuant to the Nasdaq Listing Rules. At or prior to the
Hearing, the Company intends to present its plans to Nasdaq to regain compliance with the Minimum Market Value Rule and request
an extension of time so that the Company can regain compliance with the Minimum Market Value Rule.
The Company intends to continue to monitor the Market Value
of Publicly Held Shares of the Company’s common stock and will continue considering all available options to resolve the
Company’s noncompliance with the Minimum Market Value Rule as may be necessary.
Forward-Looking Statements:
In addition to historical information, 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 ability of the Company to
regain compliance with the Minimum Market Value Rule and to otherwise comply with the continued listing requirements of the Nasdaq;
the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the
Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability
to meet its outstanding debt obligations 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. Our forward-looking statements
do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures
or investments we may enter into or make in the future. 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.