SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 13, 2019
ICONIX BRAND GROUP, INC.
(Exact name of registrant as specified
in its charter)
(State or Other Jurisdiction
|1450 Broadway, 3rd Floor, New York, New York
|(Address of Principal Executive Offices)
Registrant’s telephone number,
including area code (212) 730-0030
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
||Material Modification to Rights of Security Holders.|
To the extent required by Item 3.03 of Form
8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
||Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.|
March 13, 2019, Iconix Brand Group, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect
the Company’s previously announced one-for-ten (1:10) reverse split of the Company’s outstanding common stock,
par value $0.001 per share (the “Reverse Stock Split”). The Reverse Stock Split reduced the number of the Company’s
outstanding shares of common stock from approximately 88.5 million shares to approximately 8.9 million shares. The number
of authorized shares of common stock was not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split became effective
at 12:01 a.m. Eastern time on March 14, 2019 and the consolidated common stock began trading on The Nasdaq Global Market on a split-adjusted
basis at market open on March 14, 2019.
A copy of the
Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference
||Financial Statements and Exhibits.|
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ICONIX BRAND GROUP, INC.
||/s/ John McClain
||Chief Financial Officer
|Date: March 15, 2019
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
ICONIX BRAND GROUP, INC.
Adopted in accordance with the provisions
of Section 242
of the General Corporation Law of the State
THE UNDERSIGNED, being a duly authorized
officer of Iconix Brand Group, Inc., a corporation existing under the laws of the State of Delaware (the “Corporation”),
does hereby certify as follows:
the Certificate of Incorporation of the Corporation has been amended by inserting a new second paragraph into Article FOURTH as
it now exists, reading as follows:
“Reverse Stock Split. In accordance
with Section 242 of the General Corporation Law of the State of Delaware, upon the effectiveness (the “Effective Time”)
of the certificate of amendment filed by the Corporation with the State of Delaware on or prior to March 14, 2019 (the “Certificate
of Amendment”), each ten (10) shares of the Corporation’s common stock, par value of $0.001 per share, issued and outstanding
immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the
part of the Corporation or any holder of Old Common Stock, be reclassified, combined and changed into one (1) fully paid and
share of common stock, par value of $0.001 per share (the “New Common Stock”), subject to the treatment of fractional
share interests as described below (the “reverse stock split”). From and after the Effective Time, certificates representing
the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been
combined pursuant to the reverse stock split. Holders who otherwise would be entitled to receive fractional share interests of
New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock
in lieu of any fractional share created as a result of such reverse stock split.”
this Certificate of Amendment shall be effective as of 12:01 a.m. EST on March 14, 2019.
THIRD: That this Certificate of
Amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the
affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has
executed this Certificate this 13th day of March, 2019.
||/s/ Kyle Harmon
||Kyle C. Harmon