To Approve Reverse Stock Split
On March 14, 2019, we effected a one-for-ten (1:10)
reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”). The reverse stock
split reduced the number of our 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 Select Market on a split-adjusted basis at market open on March 14, 2019. In the event that it be necessary to comply
with Nasdaq listing standards, we are soliciting shareholder approval of an additional reverse stock split.
We are asking stockholders to approve the
Certificate of Amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
to effect a reverse stock split of the issued shares of the Company’s Common Stock at a reverse stock split ratio of not
less than 1-for-2 and not more than 1-for- , the exact reverse stock split ratio to be determined by the Board of Directors and
publicly announced prior to the filing of the Certificate of Amendment to the Certificate of Incorporation.
If the proposal is adopted by the stockholders,
the reverse stock split will be accomplished by the filing with the Secretary of State of the State of Delaware of the Certificate
of Amendment to the Certificate of Incorporation. The Certificate of Amendment that is filed will contain the reverse stock split
ratio determined by the Board of Directors to be in the best interests of the Company and its stockholders, which determination
shall be made within ninety (90) days after the date of the Annual Meeting.
Except for adjustments that may result
from the treatment of fractional shares as described below, each stockholder will hold the same percentage of Common Stock outstanding
immediately following the reverse stock split as that stockholder held immediately before the reverse stock split.
Reasons for the Reverse Stock
The Board believes that a reverse stock
split is desirable and may be necessary to maintain the continued listing of our Common Stock on Nasdaq.
Stock Exchange Requirements
Our Common Stock is currently listed on
Nasdaq under the symbol “ICON.” On November 27, 2018, the Company received a written notice from Nasdaq that the Company’s
Common Stock would be delisted from the Nasdaq Global Select Market for compliance with (a) Nasdaq’s Listing Rule 5550(a)(2)
(the “Minimum Closing Bid Price Rule”) (as the minimum closing bid price of our Common Stock had been below $1.00 for
thirty (30) consecutive business days) and (b) Nasdaq Listing Rule 5450(b)(3)(c) (the “Minimum Market Value Rule” and,
together with the Minimum Closing Bid Price Rule, the “Rules”) (as the minimum market value of the Company’s
Common Stock fell below $15,000,000 for a period of 30 consecutive business days). In accordance with Nasdaq’s procedures,
the Company appealed Nasdaq’s determination by requesting a hearing (the “Hearing”) before a Nasdaq Hearings
Panel (the “Panel”) to seek continued listing, which stayed the delisting of the Company’s Common Stock. The
Hearing occurred on January 10, 2019.
On January 15, 2019, the Panel granted
the Company’s request for continued listing of the Company’s Common Stock on The Nasdaq Global Select Market pursuant
to an extension through May 27, 2019, subject to the condition that the Company regain compliance with the Minimum Closing Bid
Price Rule by such date and provide the Panel with certain interim progress reports. If the Company does not regain compliance
with the Minimum Closing Bid Price Rule by May 27, 2019 or, based on the Company’s interim progress reports, the Panel reconsiders
the extension before then, Nasdaq will delist the Company’s Common Stock from the Nasdaq Global Select Market. As noted above,
the Company completed the Reverse Stock Split in March 2019, which may bring the Company into compliance with the Minimum Closing
Bid Price Rule.