Item 8.01. Other Events.

Iconix Brand Group, Inc., a Delaware corporation (the "Company"), previously announced that it entered into an Agreement and Plan of Merger, dated as of June 11, 2021, with Iconix Acquisition LLC ("Parent") and Iconix Merger Sub Inc. ("Merger Sub"), which provides for among other things and subject to the terms and conditions therein, a merger of Merger Sub with and into the Company with the Company surviving as a wholly­owned subsidiary of Parent (the "Merger").

In connection with the Merger, on August 3, 2021, the Company announced that it has caused to be delivered a notice of full conditional redemption (the "Notice") to the holders of its outstanding 5.75% convertible senior notes due 2023 (the "Notes") under that certain Indenture, dated as of February 22, 2018, by and among the Company, the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee and as collateral agent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the "Indenture"). The Notice supersedes and replaces the Company's previously announced notice of conditional redemption delivered on July 16, 2021.

The Notice calls for the redemption of the aggregate principal amount outstanding of the Notes on August 4, 2021, and is conditioned on the consummation of the Merger. The redemption price for the Notes is 100% of the principal amount redeemed, which amount is equal to $1,000 per $1,000 principal amount, plus accrued and unpaid interest to the redemption date, in accordance with the provisions of the Indenture.

The Company has also issued a press release announcing the delivery of the Notice under the Indenture. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated into this report by reference.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding the Merger, including the expected timing of the closing of the Merger. These forward-looking statements involve risks and uncertainties, many of which are outside management's control. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: the risk that the conditions to the closing of the Merger are not satisfied; the risk that the merger agreement with respect to the Merger may be terminated in circumstances that require the Company to pay a termination fee of $1,824,000 and expense reimbursement of $10,000,000; the status or outcome of any litigation relating to the Merger; the failure to satisfy other conditions to completion of the Merger; the failure of Merger Sub to consummate the necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; uncertainties as to the timing of the consummation of the Merger and the ability of each party to consummate the Merger; and the risks described in the filings that we make with the Securities and Exchange Commission (the "SEC") from time to time, including the risks described under the headings "Risk Factors" and "Management Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K, which was filed with the SEC on March 31, 2021, and which should be read in conjunction with our financial results and forward-looking statements. Our filings with the SEC are available on the SEC filings section of the Investor Relations page of our website at http://iconixbrand.com.

All forward-looking statements in this communication are based on information available to us as of the date of this communication, and we do not assume any obligation to, and expressly disclaim any obligation to, update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. You should not place undue reliance on such forward-looking statements, which speak only as of the date hereof. In particular, there can be no assurance that the Merger will be completed as contemplated or at all.


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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of Iconix Brand Group, Inc., dated August 3, 2021.

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