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

           Standard; Transfer of Listing.

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 Staff of Nasdaq has determined 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 (from February 24, 2020 through April 9, 2020) 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)(2)(c) (the "Minimum Market Value Rule"). The letter also states that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company will be provided 180 calendar days to regain compliance with the Minimum Market Value Rule, which period expires October 12, 2020. In accordance with Rule 5810(c)(3)(D), the Company can regain compliance with the Minimum Market Value Rule, if, at any time during such 180-day period, the Market Value of Publicly Held Shares of the Company's common stock is at least $15,000,000 for a minimum period of 10 consecutive business days. If the Company cannot demonstrate compliance with the Minimum Market Value Rule, the letter further provided that the Company will receive written notice from Nasdaq that its securities are subject to delisting from the Nasdaq Global Market. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.

On April 16, 2020, the Nasdaq Stock Market LLC approved relief for certain filers with respect to the Minimum Market Value Rule. As a result, the Company has until December 24, 2020, to regain compliance with the Minimum Market Value Rule. The Company intends to monitor the market value of its publicly held common stock between now and December 24, 2020, and will consider available options to resolve the Company's noncompliance with the Minimum Market Value Rule, as may be necessary. There can be no assurance that the Company will be able to regain compliance with the Minimum Market Value Rule or will otherwise be in compliance with other Nasdaq listing criteria.

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