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PRE 14A
ICONIX BRAND GROUP, INC. filed this Form PRE 14A on 04/01/2019
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The reverse stock split could enhance our ability to regain compliance if the price of our Common Stock following the reverse stock split is at least $1.00 for ten (10) consecutive trading days. However, we cannot provide any assurance that any increase our stock price would remain following the reverse stock split or that we would satisfy the other requirements for continued listing on Nasdaq.

 

Determination of Ratio

 

The ratio of the reverse stock split, if approved and implemented, will be a ratio of not less than 1-to-2 and not more than 1-to-        , as determined by our Board in its sole discretion. The Board believes that stockholder adoption of a range of reverse stock split ratios (as opposed to adoption of a single reverse stock split ratio or a set of fixed ratios) provides maximum flexibility to achieve the purposes of a reverse stock split and, therefore, is in the best interests of the Company and its stockholders. In determining a ratio following the receipt of stockholder adoption, the Board (or any authorized committee of the Board) may consider, among other factors:

 

·the historical trading price and trading volume of our Common Stock;
·the number of shares of our Common Stock outstanding;
·the then-prevailing market price and trading volume of our Common Stock and the anticipated impact of the reverse stock split on the trading market for our Common Stock;
·the impact of the reverse stock split (and the previously completed Reverse Stock Split) on our ability to regain compliance with the listing standards for The Nasdaq Global Select Market;
·the anticipated impact of the reverse stock split on our ability to raise additional financing;
·the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and
·prevailing general market and economic conditions.

 

The Board (or any authorized committee of the Board) reserves the right to elect to abandon the reverse stock split, notwithstanding stockholder adoption thereof, if it determines, in its sole discretion, that the reverse stock split is no longer in the best interests of the Company and its stockholders. The reverse stock split, if authorized pursuant to this proposal and if deemed by the Board to be in the best interests of the Company and its stockholders, will be effected, if at all, at a time that is not later than twelve (12) months from the date of the Annual Meeting.

 

Principal Effects of the Reverse Stock Split

 

By approving this proposal, stockholders will approve the combination of any number of shares of Common Stock between and including             and           , with the exact number to be determined by the Board, into one share. The Certificate of Amendment to be filed with the Secretary of State of the State of Delaware will include only that number determined by the Board to be in the best interests of the Company and its stockholders. In accordance with these resolutions, the Board will not implement any amendment providing for a different split ratio.

 

As explained above, the reverse stock split will be effected simultaneously for all issued and outstanding shares of Common Stock and the exchange ratio will be the same for all issued and outstanding shares of Common Stock.

 

The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the reverse stock split results in any of our stockholders having his or her shares rounded up to a whole share in lieu of owning a fractional share, as described in the section titled “Fractional Shares” below.

 

The reverse stock split will not change the terms of our Common Stock. After the reverse stock split, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Common Stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the Company’s continuing obligations under the periodic reporting requirements of the Exchange Act. Following the reverse stock split, unless we are delisted from The Nasdaq Global Select Market, our Common Stock will continue to be quoted on The Nasdaq Global Select Market under the symbol “ICON.”

 

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