||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.|