Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
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.
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