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| CIK | 1083220 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Xcel Brands, Inc.
SEC Filings (Chronological Order)
이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.
| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2026 XCEL BRANDS, INC. |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XC |
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| May 4, 2026 |
XCEL BRANDS, INC. 550 Seventh Avenue, 11th Floor New York, New York 10018 XCEL BRANDS, INC. 550 Seventh Avenue, 11th Floor New York, New York 10018 May 4, 2026 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Pearlyne Paulemon Re: Xcel Brands, Inc. Registration Statement on Form S-1 File No. 333-293200 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “ |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2026 XCEL BRANDS, INC. |
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| April 24, 2026 |
As Filed with the Securities and Exchange Commission on April 23, 2026 Table of Contents As Filed with the Securities and Exchange Commission on April 23, 2026 Registration Statement No. |
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| April 17, 2026 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT Exhibit 10.4 Execution Version INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (this “IP Security Agreement”) dated as of April 13, 2026, is made and entered into by and among the entities signatory hereto (collectively, the “Grantors” and each, individually, a “Grantor”), and Smithline Family Trust II, as collateral agent (the “Collateral Agent”) on behalf o |
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| April 17, 2026 |
SENIOR SECURED NOTE DUE APRIL 13, 2027 Exhibit 4.2 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A |
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| April 17, 2026 |
SENIOR SECURED NOTE DUE APRIL 13, 2027 Exhibit 4.3 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A |
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| April 17, 2026 |
Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement is dated as April 13, 2026 (this “Agreement”), among Xcel Brands, Inc, a Delaware corporation whose principal place of business is located at 550 Seventh Avenue, 11th Floor, New York, NY 10018 (the “Company”), Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”), Clear Markets Capit |
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| April 17, 2026 |
Exhibit 4.5 TERM LOAN B NOTE $10,083,669.24 April 13, 2026 This Term Loan B Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Loan and Security Agreement dated as of December 12, 2024 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among UTG Capital INC. (“Lender”), XCEL BRANDS, INC. (“Borrower”), and any ot |
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| April 17, 2026 |
Exhibit 4.4 TERM LOAN A NOTE $500,000.00 April 13, 2026 This Term Loan A Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Loan and Security Agreement dated as of December 12, 2024 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among CLEAR MARKETS CAPITAL, LLC (d/b/a IPX Capital, LLC) (“Lender”), XCEL BRAND |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2026 XCEL BRANDS, INC. |
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| April 17, 2026 |
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 Execution Version SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SEVENTH AMENDMENT TO LOAN AND SECURITY Agreement, dated as of April 13, 2026 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, CLEAR MARKETS CAPITAL, LLC (DBA IPX CAPITAL, LLC), a Delaware limited liability company (“IPX”), UTG CAPIT |
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| April 17, 2026 |
SENIOR SECURED NOTE DUE APRIL 13, 2027 Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A |
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| April 17, 2026 |
Exhibit 10.3 Execution Version SECURITY AGREEMENT SECURITY AGREEMENT, dated as of April 13, 2026 (this “Agreement”), among Xcel Brands, Inc., a Delaware corporation (the “Company”), and JR Licensing, LLC, a Delaware limited liability company, H Licensing, LLC, a Delaware limited liability company, H Halston IP, LLC, a Delaware limited liability company, C Wonder Licensing, LLC, a Delaware limited |
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| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| March 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2026 XCEL BRANDS, INC. |
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| March 24, 2026 |
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 Execution Version SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This sixth AMENDMENT TO LOAN AND SECURITY Agreement, dated as of March 20, 2026 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, each Lender party hereto (constituting each Lender under the Loan and Security Agreement (as defined below)), |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2026 XCEL BRANDS, INC. |
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| February 24, 2026 |
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 Execution Version FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This fifth AMENDMENT TO LOAN AND SECURITY Agreement, dated as of February 20, 2026 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, each Lender party hereto (constituting each Lender under the Loan and Security Agreement (as define |
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| February 20, 2026 |
February 20, 2026 Robert W. D Loren Chief Executive Officer XCel Brands, Inc. 550 Seventh Ave, 11th Floor New York, NY 10018 Re: XCel Brands, Inc. Registration Statement on Form S-1 Filed February 04, 2026 File No. 333-293200 Dear Robert W. D Loren: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests |
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| February 4, 2026 |
FOURTH AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT Exhibit 10.27 EXECUTION VERSION FOURTH AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT, dated as of November 18, 2025 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, each Lender party hereto (constituting each Lender under the Loan |
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| February 4, 2026 |
Calculation of Filing Fee Tables S-1 XCel Brands, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E |
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| February 4, 2026 |
As Filed with the Securities and Exchange Commission on February 4, 2026 Table of Contents As Filed with the Securities and Exchange Commission on February 4, 2026 Registration Statement No. |
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| January 23, 2026 |
COMMON STOCK PURCHASE AGREEMENT Exhibit 10.1 EXECUTION COPY COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as January 21, 2026 (the “Execution Date”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subje |
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| January 23, 2026 |
Exhibit 10.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is entered into effective as January 21, 2026 (the “Execution Date”), by and between Xcel Brands Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). RECITALS A. WHEREAS, the parties desire that, upon the terms an |
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| January 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2026 XCEL BRANDS, INC. |
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| December 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2025 XCEL BRANDS, INC. |
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| December 19, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2025 between Xcel Brands, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio |
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| December 19, 2025 |
Exhibit 10.2 CONFIDENTIAL December 17, 2025 Mr. James F. Haran Chief Financial Officer Xcel Brands, Inc. 550 Seventh Ave, 11th Floor New York, NY 10018 Dear Mr. Haran, This agreement (the “Agreement”) constitutes the agreement between Xcel Brands, Inc., a Delaware corporation (the “Company”), and Wellington Shields & Co. LLC (“WS” or the “Lead Manager”), that WS shall serve as the exclusive lead p |
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| December 19, 2025 |
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 19, 2025 |
WARRANT TO PURCHASE COMMON STOCK Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 19, 2025 |
WARRANT TO PURCHASE COMMON STOCK Exhibit 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 19, 2025 |
Xcel Brands Announces $2.05 Million Private Placement Exhibit 99.1 Xcel Brands Announces $2.05 Million Private Placement NEW YORK / GLOBE NEWSWIRE / December 17, 2025 / Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), announces today that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds to the Company of approximately $2.05 million, |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2025 XCEL BRANDS, INC. |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3752 |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC FILE NUMBER 000-37527 NOTIFICATION OF LATE FILING CUSIP NUMBER 09858M105 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| November 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stateme |
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| October 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme |
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| October 10, 2025 |
THIRD AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 THIRD AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT and consent TO LOAN AND SECURITY Agreement, dated as of October 7, 2025 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, each Lender party hereto (constituting each Lender under the Loan and Security Agreement (as defined be |
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| October 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2025 XCEL BRANDS, INC. |
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| October 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme |
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| October 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2025 XCEL BRANDS, INC. |
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| October 2, 2025 |
MEMBERSHIP INTEREST Transfer AGREEMENT Exbibit 10.2 MEMBERSHIP INTEREST Transfer AGREEMENT This Membership Interest Transfer Agreement (“Agreement”), effective as of September 25, 2025 (the “Effective Date”), is by and among IMWHP, LLC, a Delaware limited liability company (“Original Buyer”), IMWHP2, LLC, a Delaware limited liability company (“Buyer” and together with Original Buyer, “Buyer Parties”), and Xcel Brands, Inc., a Delaware |
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| October 2, 2025 |
Exhibit 10.1 Settlement Agreement This Settlement Agreement (this “Agreement”) is made and entered into as of this 25th day of September, 2025 (the “Effective Date”), by and among IM Topco, LLC (“IM Topco”), IMWHP, LLC (“IMWHP”), IMWHP2, LLC (“IMWHP2”), Xcel Brands, Inc. (“Xcel Brands”), Xcel-CT MFG, LLC (“Xcel-CT”) and IM Brands, LLC (“IM Brands”). WHEREAS, on and subject to the terms and conditi |
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| September 19, 2025 |
Exhibit 16.1 September 19, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Xcel Brands, Inc. under Item 4.01 of its Form 8-K dated September 19, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Xcel Brands, Inc. contained |
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| September 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 XCEL BRANDS, INC. |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 XCEL BRANDS, INC. |
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| August 15, 2025 |
XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS ● Social media following in brand portfolio increased from 5 million to 43 million in the 2nd quarter, which includes the previous announcements of new influencer brands during the current quarter. ● The current quarter 2025 revenues of $1.3 million, essentially flat compared with first quarter 202 |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XCE |
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| August 7, 2025 |
Exhibit 10.3 SUBSCRIPTION AGREEMENT August 1, 2025 Xcel Brands, Inc. 550 Seventh Ave, 11th Floor New York, New York 10018 Ladies and Gentlemen: 1. The undersigned hereby tenders this subscription and applies for the purchase of 60,883 shares of Common Stock (the “Shares”) of Xcel Brands, Inc. (the “Company”) for an aggregate purchase price of $84,019.44. On or prior to 9:30 a.m. on Mond |
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| August 7, 2025 |
Exhibit 99.1 Xcel Brands Announces Pricing of $2.6 Million Public Offering and Concurrent Management-Led Private Placement NEW YORK, August 1, 2025 (GLOBE NEWSWIRE) - Xcel Brands (NASDAQ: XELB), a leading media and consumer products company known for building socially driven, live-commerce-focused brands, today announced the pricing of its public offering of 2,181,818 shares of common stock at a p |
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| August 7, 2025 |
Exhibit 1.1 CONFIDENTIAL August 1, 2025 Mr. James F. Haran Chief Financial Officer Xcel Brands, Inc. 550 Seventh Ave, 11th Floor New York, NY 10018 Dear Mr. Haran, This agreement (the “Agreement”) constitutes the agreement between Xcel Brands, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement ag |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 XCEL BRANDS, INC. |
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| August 7, 2025 |
Form of Placement Agent’s Warrants. Exhibit 4.1 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT xcel brands, Inc. Warrant Shares: 80,791 Initial Exercise Date: [], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Group LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from ti |
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| August 7, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2025 between Xcel Brands, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| August 7, 2025 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT August 1, 2025 Xcel Brands, Inc. 550 Seventh Ave, 11th Floor New York, New York 10018 Ladies and Gentlemen: 1. The undersigned hereby tenders this subscription and applies for the purchase of 82,159 shares of Common Stock (the “Shares”) of Xcel Brands, Inc. (the “Company”) for an aggregate purchase price of $113,380.48. On or prior to 9:30 a.m. on Mon |
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| August 1, 2025 |
2,181,818 Shares of Common Stock Xcel Brands, Inc. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288495 Prospectus 2,181,818 Shares of Common Stock Xcel Brands, Inc. We are offering, on a “best-efforts” basis 2,181,818 shares of our common stock of Xcel Brands, Inc. Our common stock is listed on the Nasdaq Capital Market under the symbol “XELB.” On July 31, 2025, the last reported sale price of our common stock on the Nas |
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| July 28, 2025 |
XCEL BRANDS, INC. 1333 Broadway, 10th Fl New York, New York 10018 XCEL BRANDS, INC. 1333 Broadway, 10th Fl New York, New York 10018 July 28, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacy Gorman Re: Xcel Brands, Inc. Registration Statement on Form S-1 File No. 333-288495 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Xcel |
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| July 28, 2025 |
MAXIM GROUP LLC 405 Lexington Avenue New York, New York 10174 MAXIM GROUP LLC 405 Lexington Avenue New York, New York 10174 July 28, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| July 14, 2025 |
1271 Avenue of the Americas |New York, NY 10020 blankrome.com Phone: (212) 885-5000 Fax: (917) 332-3057 Email: [email protected] July 14, 2025 VIA EDGAR AND OVERNIGHT DELIVERY Pearlyne Paulemon; Jeffrey Gabor Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 Re: XCel Brands, Inc. Registration |
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| July 14, 2025 |
As filed with the Securities and Exchange Commission on July 14, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 14, 2025 Registration Number 333-288495 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 8, 2025 |
Form of Placement Agency Agreement* Exhibit 1.1 CONFIDENTIAL July [-], 2025 Mr. James F. Haran Chief Financial Officer Xcel Brands, Inc. 550 Seventh Ave, 11th Floor New York, NY 10018 Dear Mr. Haran, This agreement (the “Agreement”) constitutes the agreement between Xcel Brands, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement ag |
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| July 8, 2025 |
As filed with the Securities and Exchange Commission on July 7, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 7, 2025 Registration Number 333-288495 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 2, 2025 |
1271 Avenue of the Americas |New York, NY 10020 blankrome.com Phone: (212) 885-5000 Fax: (917) 332-3057 Email: [email protected] July 2, 2025 VIA EDGAR AND OVERNIGHT DELIVERY Pearlyne Paulemon; Jeffrey Gabor Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 Re: XCel Brands, Inc. Draft Registr |
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| July 2, 2025 |
Form of Securities Purchase Agreement** Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2025 between Xcel Brands, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| July 2, 2025 |
Exhibit 4.11 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Xcel Brands, Inc. Warrant Shares: [-] Issue Date: [-], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Xcel Brands, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the |
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| July 2, 2025 |
As filed with the Securities and Exchange Commission on July 2, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 2, 2025 Registration Number 333-[·] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 2, 2025 |
Form of Placement Agency Agreement* Exhibit 1.1 SCHEDULE I CONFIDENTIAL June [-], 2025 Mr. James F. Haran Chief Financial Officer Xcel Brands, Inc. 550 Seventh Ave, 11th Floor New York, NY 10018 Dear Mr. Haran, This agreement (the “Agreement”) constitutes the agreement between Xcel Brands, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead p |
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| July 2, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) XCEL BRANDS, INC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be paid Equity Common stock, par value $0. |
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| June 20, 2025 |
June 20, 2025 Robert D Loren Chief Executive Officer XCel Brands, Inc. 550 Seventh Ave, 11th Floor New York, NY 10018 Re: XCel Brands, Inc. Draft Registration Statement on Form S-1 Submitted June 6, 2025 CIK No. 0001083220 Dear Robert D Loren: We have conducted a limited review of your draft registration statement and have the following comments. Please respond to this letter by providing any requ |
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| June 20, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 XCEL BRANDS, INC. |
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| June 6, 2025 |
As confidentially submitted to the Securities and Exchange Commission on June 6, 2025 Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 6, 2025 Registration Number 333-[·] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XC |
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| May 29, 2025 |
Letter from Marcum LLP, dated May 29, 2025, addressed to the Securities and Exchange Commission Exhibit 16.1 May 29, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Xcel Brands, Inc. and Subsidiaries under Item 4.01 of its Form 8-K dated May 29, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Xcel Brands, Inc. and S |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 XCEL BRANDS, INC. |
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| May 28, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Xcel Brands, Inc. Name and Jurisdiction of Incorporation · IM Brands, LLC, a Delaware limited liability company · JR Licensing, LLC, a Delaware limited liability company · Judith Ripka Fine Jewelry, LLC, a Delaware limited liability company · Judith Ripka Fine Jewelry Digital, LLC, a Delaware limited liability company · H Licensing, LLC, a Delaware limited liability co |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 XCEL BRANDS, INC. |
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| May 28, 2025 |
XCEL BRANDS, INC. Receives NASDAQ notice regarding delinquent Form 10-K and Form 10-Q filing Exhibit 99.1 XCEL BRANDS, INC. Receives NASDAQ notice regarding delinquent Form 10-K and Form 10-Q filing NEW YORK, May 28, 2025 (GLOBE NEWSWIRE) - Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), today announced that on May 22, 2025, it received a delinquency notification letter from the Nasdaq Stock Market LLC ("Nasdaq") indicating that since Nasdaq has not received the Company’s Form |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC FILE NUMBER 000-37527 NOTIFICATION OF LATE FILING CUSIP NUMBER 09858M105 (Check One):☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted ☐ by rule 14a-6(e)(2)) ☒ Defini |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 XCEL BRANDS, INC. |
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| May 2, 2025 |
XCEL BRANDS, INC. Receives NASDAQ notice regarding late Form 10-K filing Exhibit 99.1 XCEL BRANDS, INC. Receives NASDAQ notice regarding late Form 10-K filing NEW YORK, May 2, 2025 (GLOBE NEWSWIRE) - Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), today announced that on April 29, 2025, it received a delinquency notification letter from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)( |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted ☐ by rule 14a-6(e)(2)) ☐ Defini |
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| April 24, 2025 |
Form of FEAC Warrant Amendment (21) Exhibit 4.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTS This Amendment No. 1 to Common Stock Purchase Warrants (this “Amendment”), effective as of April [ ], 2025, amends that certain Common Stock Purchase Warrant, dated as of December 12, 2025 (the “Warrant”), issued by Xcel Brands, Inc. (the “Company”) to [Holder] (the “Holder”). Capitalized terms used but not defined herein shall have the |
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| April 24, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 24, 2025 |
Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 (21) Exhibit 10.2 Execution Version BOARD NOMINEE AGREEMENT This BOARD NOMINEE AGREEMENT (this “Agreement”), dated as of April 21, 2025, is entered into by and between Xcel Brands, Inc., a Delaware corporation (the “Company”), and UTG Capital, Inc., a Delaware corporation (“UTG”) (the Company and UTG, each a “Party” and together, the “Parties”). Capitalized terms used herein shall have the meanings set |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 XCEL BRANDS, INC. |
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| April 24, 2025 |
Support Agreement dated April 21, 2025 (21) Exhibit 10.3 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is made as of April 21, 2025, by and among Xcel Brands, Inc., a Delaware corporation (the “Company”), UTG BTC Ltd. (“UTG”), and the Persons set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder (i) is the beneficial owner of the number of shares of the common sto |
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| April 24, 2025 |
Exhibit 10.1 Execution Version SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second AMENDMENT TO LOAN AND SECURITY Agreement, dated as of April 21, 2025 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, each Lender party hereto (constituting each Lender under the Loan and Security Agreement (as defined below)) |
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| April 24, 2025 |
Form of Restore Warrant Amendment (21) Exhibit 4.3 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTS This Amendment No. 1 to Common Stock Purchase Warrants (this “Amendment”), effective as of April [ ], 2025, amends that certain Common Stock Purchase Warrant, dated as of December 12, 2025 (the “Warrant”), issued by Xcel Brands, Inc. (the “Company”) to [Holder] (the “Holder”). Capitalized terms used but not defined herein shall have the |
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| April 24, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 24, 2025 |
Membership Interest Transfer Agreement effective as of April 15, 2025 (21) Exhibit 10.4 EXECUTION VERSION 9455542 MEMBERSHIP INTEREST TRANSFER AGREEMENT This Membership Interest Transfer Agreement (“Agreement”), effective as of April 15, 2025 (the “Effective Date”), is by and among IMWHP, LLC, a Delaware limited liability company (“Original Buyer”), IMWHP2, LLC, a Delaware limited liability company (“Buyer” and together with Original Buyer, “Buyer Parties”), and XCEL BRA |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 XCEL BRANDS, INC. |
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| March 24, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XCEL BRANDS, Inc. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”)) Xcel Brands, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the DGCL, does hereby certify as follows: FIRST: A resolution was duly adopte |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 XCEL BRANDS, INC. |
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| March 21, 2025 |
Exhibit 99.1 XCEL BRANDS ANNOUNCES REVERSE STOCK SPLIT 1-for-10 reverse stock split to become effective as of the opening of trading on March 25, 2025 NEW YORK, NY (March 21, 2025) - Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel Brands” or the “Company”), a media and consumer products company with significant expertise in livestream shopping and social commerce, today announced that it will effect a 1-f |
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| March 21, 2025 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XCEL BRANDS, Inc. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”)) Xcel Brands, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the DGCL, does hereby certify as follows: FIRST: A resolution was duly adopte |
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| March 13, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 XCEL BRANDS, INC. |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted ☐ by rule 14a-6(e)(2)) ☒ Defini |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted ☐ by rule 14a-6(e)(2)) ☐ Defini |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3752 |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 XCEL BRANDS, INC. |
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| December 16, 2024 |
Form of Common Stock Warrant issued on December 31, 2024 (19) Exhibit 4.1 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE F |
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| December 16, 2024 |
Exhibit 10.1 EXECUTION LOAN AND SECURITY AGREEMENT AMONG FEAC AGENT, LLC as Administrative Agent and Collateral Agent FEF DISTRIBUTORS, LLC as Lead Arranger THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders XCEL BRANDS, INC., as Borrower and JR LICENSING, LLC, H LICENSING, LLC, H HALSTON IP, LLC C WONDER LICENSING, LLC, XCEL DESIGN GROUP, LLC, HALSTON HOLDING COMPANY, LLC AND XCEL IP HOLDINGS, L |
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| December 16, 2024 |
Exhibit 10.2 EXECUTION MEMBERSHIP PLEDGE AGREEMENT THIS MEMBERSHIP PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of December 12, 2024 is made by and between XCEL BRANDS, INC., a Delaware corporation (the “Borrower”), XCEL IP HOLDINGS, LLC, a Delaware limited liability company (“Xcel Holdings”), HALSTON HOLDING COMPANY, LLC, a Delaware limited liability company (“Halston Holdings”), H LICENS |
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| December 11, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 XCEL BRANDS, INC. |
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| November 29, 2024 |
Table of Contents Exhibit 99.1 IM TOPCO, LLC (A Limited Liability Company) Financial Statements as of December 31, 2023 and for the Year Ended December 31, 2023 Independent Auditor’s Report Table of Contents IM TOPCO, LLC (A Limited Liability Company) Index Page(s) Independent Auditor’s Report 1-2 Balance Sheet as of December 31, 2023 3 Statements of Operations for the Year Ended December 31, 2023 |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 XCEL BRANDS, INC. |
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| November 27, 2024 |
XCEL BRANDS, INC. Receives NASDAQ notice regarding late Form 10-Q filing Exhibit 99.1 XCEL BRANDS, INC. Receives NASDAQ notice regarding late Form 10-Q filing NEW YORK, November 27, 2024 (GLOBE NEWSWIRE) - Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), today announced that on November 25, 2024, it received a delinquency notification letter from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2. |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ⌧ Filed by party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted ◻ by rule 14a-6(e)(2)) ⌧ Defini |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by rule 14a-6(e)(2)) ☐ Definit |
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| September 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 XCEL BRANDS, INC. |
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| September 9, 2024 |
Exhibit 99.1 LEADERS IN VIDEO AND SOCIAL COMMERCE NASDAQ:XELB (NASDAQ: XELB) 06-30-24 2 FORWARD LOOKING STATEMENTS Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include, without l |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XCE |
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| August 2, 2024 |
Amendment to Employment Agreement between the Company and Seth Burroughs (17) Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of February 27, 2019 (the “Employment Agreement”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and Seth Burroughs (the “Executive”, and together with the Company, the “parties”), is dated July 30, 2024. WHEREAS, the parties have previously en |
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| August 2, 2024 |
Amendment to Employment Agreement between the Company and Robert D’Loren (17) Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of February 27, 2019 (the “Employment Agreement”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and Robert W. D’Loren (the “Executive”, and together with the Company, the “parties”), is dated July 30, 2024. WHEREAS, the parties have previously |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 XCEL BRANDS, INC. |
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| July 24, 2024 |
Exhibit 99.1 Reconciliation of Adjusted EBITDA to Net Income (Loss) Amounts presented in $(000’s) Three Months Ended Year Ended June 30, 2024 (Unaudited) (Unaudited) Net loss attributable to Xcel Brands, Inc. stockholders $ 195 $ (6,099 ) Depreciation and amortization 1,545 3,133 Proportion share of trademark amortization of equity method investee 515 1,030 Interest and finance expense 146 296 Sta |
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| July 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 XCEL BRANDS, INC. |
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| June 24, 2024 |
Asset Purchase Agreement dated June 21, 2024 (16) Exhibit 10.1 Execution Copy ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 21, 2024, is by and among LORI GOLDSTEIN, LTD., a New York corporation (the “Buyer”), LORI GOLDSTEIN, an individual (“Shareholder,” and together with Buyer, the “LG Parties”), and GOLD LICENSING, LLC, a Delaware limited liability company (the “Seller”), and wholly-owned subsidiar |
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| June 24, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 XCEL BRANDS, INC. |
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| May 24, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 XCEL BRANDS, INC. |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XC |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response 2. |
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| April 19, 2024 |
Execution version Term Loan Agreement (SOFR) THIS TERM LOAN AGREEMENT (including all riders, annexes, exhibits and schedules hereto, this “Agreement”) is entered into as of October 19, 2023 (the “Closing Date”), by and between H HALSTON IP, LLC, a Delaware limited liability company (“Borrower”), and ISRAEL DISCOUNT BANK OF NEW YORK (“Bank”). |
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| April 19, 2024 |
XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2023 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2023 RESULTS ● GAAP net loss of $6.8 million for the quarter, compared with GAAP net loss of $6.0 million in the prior year quarter. ● Adjusted EBITDA of ($1.2) million for the quarter, compared with Adjusted EBITDA of ($5.9) million for the prior year quarter, an improvement of $4.7 million. ● GAAP net l |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 XCEL BRANDS, INC. |
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| April 19, 2024 |
Warrant issued to G-III Apparel Group (15) Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 19, 2024 |
Second Amendment to Membership Interest Purchase Agreement (15) Exhibit 10.7 Second Amendment to Membership Interest Purchase Agreement This Second Amendment to Membership Interest Purchase Agreement (this "Second Amendment") is made and entered into as of this 19th day of November, 2023, by and among IMWHP, LLC, a Delaware limited liability company ("Buyer'), XCEL BRANDS, INC., a Delaware corporation ("Xcel"), IM BRANDS LLC, a Delaware limited liability compa |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as |
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| April 19, 2024 |
Third Amendment to Membership Interest Purchase Agreement (15) Exhibit 10.8 4/12/24 Third Amendment to Membership Interest Purchase Agreement This Third Amendment to Membership Interest Purchase Agreement (this “Third Amendment”) is made and entered into as of this day of April, 2024, by and among IMWHP, LLC, a Delaware limited liability company (“Buyer”), XCEL BRANDS, INC., a Delaware corporation (“Xcel”), IM BRANDS, LLC, a Delaware limited liability company |
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| April 19, 2024 |
Subsidiaries of the Registrant (15) Exhibit 21.1 Subsidiaries of Xcel Brands, Inc. Name and Jurisdiction of Incorporation · IM Brands, LLC, a Delaware limited liability company · JR Licensing, LLC, a Delaware limited liability company · Judith Ripka Fine Jewelry, LLC, a Delaware limited liability company · Judith Ripka Fine Jewelry Digital, LLC, a Delaware limited liability company · H Licensing, LLC, a Delaware limited liability co |
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| April 19, 2024 |
Exhibit 97.1 XCEL BRANDS, INC. Clawback Policy The Board of Directors (the “Board”) of Xcel Brands, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is designed to comply with, a |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC FILE NUMBER 000-10176 NOTIFICATION OF LATE FILING CUSIP NUMBER 09858M105 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 19, 2024 |
Exhibit 99.2 Xcel Brands, Inc. Announces Pricing of $2.42 Million Public Offering of Common Stock and Concurrent Private Placement NEW YORK, NEW YORK – March 15, 2024 – Xcel Brands, Inc. (“Xcel”; NASDAQ: XELB), a media and consumer products company engaged in the design, licensing, marketing, live streaming and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goo |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 XCEL BRANDS, INC. |
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| March 19, 2024 |
Xcel Brands, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 Xcel Brands, Inc. Announces Proposed Public Offering of Common Stock NEW YORK, NEW YORK – March 14, 2024 – Xcel Brands, Inc. (“Xcel”; NASDAQ: XELB), a media and consumer products company engaged in the design, licensing, marketing, live streaming and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and consumer products, and the acquisition of |
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| March 19, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT March 14, 2024 Xcel Brands, Inc. 1333 Broadway, 10th Floor New York, New York 10018 Ladies and Gentlemen: 1. The undersigned hereby tenders this subscription and applies for the purchase of 132,589 shares of Common Stock (the “Shares”) of Xcel Brands, Inc. (the “Company”) for an aggregate purchase price of $129,937.22. On or prior to 9:30 a.m. on Tuesday, March |
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| March 19, 2024 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT March 14, 2024 Xcel Brands, Inc. 1333 Broadway, 10th Floor New York, New York 10018 Ladies and Gentlemen: 1. The undersigned hereby tenders this subscription and applies for the purchase of 29,464 shares of Common Stock (the “Shares”) of Xcel Brands, Inc. (the “Company”) for an aggregate purchase price of $28,874.72. On or prior to 9:30 a.m. on Tuesday, March 19 |
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| March 19, 2024 |
Form of Representative’s Warrant issued on March 19, 2024 (14) Exhibit 1.1 3,284,421 SHARES of Common Stock and 0 pre-funded warrants (exercisable for 0 shares of common stock) OF XCEL BRANDS, INC. UNDERWRITING AGREEMENT March 15, 2024 Craig-Hallum Capital Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The undersigned, Xcel Bra |
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| March 19, 2024 |
Exhibit 10.3 SUBSCRIPTION AGREEMENT March 14, 2024 Xcel Brands, Inc. 1333 Broadway, 10th Floor New York, New York 10018 Ladies and Gentlemen: 1. The undersigned hereby tenders this subscription and applies for the purchase of 132,589 shares of Common Stock (the “Shares”) of Xcel Brands, Inc. (the “Company”) for an aggregate purchase price of $129,937.22. On or prior to 9:30 a.m. on Tuesday, March |
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| March 18, 2024 |
3,284,421 Shares of Common Stock Xcel Brands, Inc. Filed Pursuant to Rule 424(b)(5) Registration No.: 333-276698 PROSPECTUS SUPPLEMENT (To Prospectus dated February 6, 2024) 3,284,421 Shares of Common Stock Xcel Brands, Inc. This is a public offering of common stock of Xcel Brands, Inc. We are offering 3,284,421 shares of our common stock. The public offering price for each share of common stock is $0.65. Certain members of our management have agr |
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| March 14, 2024 |
SUBJECT TO COMPLETION, DATED MARCH 14, 2024 Filed Pursuant to Rule 424(b)(5) Registration No.: 333-276698 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities and we are not soliciting an offer to buy t |
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| March 7, 2024 |
Reconciliation of Adjusted EBITDA to Net Loss Exhibit 99.1 Reconciliation of Adjusted EBITDA to Net Loss Amounts presented in $(000’s) Three Months Ended Year Ended December 31, 2023 (Unaudited) (Unaudited) Net loss attributable to Xcel Brands, Inc. stockholders $ (6,654 ) $ (20,908 ) Depreciation and amortization 1,694 6,954 Proportion share of trademark amortization of equity method investee 515 2,060 Interest and finance expense 363 381 In |
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| March 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 XCEL BRANDS, INC. |
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| February 2, 2024 |
XCEL BRANDS, INC. 1333 Broadway, 10th Fl New York, New York 10018 XCEL BRANDS, INC. 1333 Broadway, 10th Fl New York, New York 10018 February 2, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacy Gorman Re: Registration Statement on Form S-3 Filed January 26, 2024 File No. 333-276698 Xcel Brands, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Reg |
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| February 2, 2024 |
United States securities and exchange commission logo February 2, 2024 James Haran Chief Financial Officer XCel Brands, Inc. |
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| January 30, 2024 |
OLLI / Ollie's Bargain Outlet Holdings, Inc. / Summit Trail Advisors, Llc Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Ollies Bargain Outlet HLDGS Inc Com - (Name of Issuer) Common Equity - (Title of Class of Securities) 681116109 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requi |
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| January 26, 2024 |
Exhibit 4.4 XCEL BRANDS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1DEFINITIONS1 Section 1.01Definitions of Terms1 ARTICLE 2ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES5 Section 2.01Designation and Terms of Securities5 Section 2.02Form of Securities and Trustee’s Certificate8 Section 2.03Denom |
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| January 26, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Xcel Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be pai |
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| January 26, 2024 |
As filed with the Securities and Exchange Commission on January 25, 2024 As filed with the Securities and Exchange Commission on January 25, 2024 Registration Statement No. |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 XCEL BRANDS, INC. |
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| December 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 XCEL BRANDS, INC. |
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| December 4, 2023 |
Exhibit 99.1 NASDAQ: XELB XCEL BRANDS (12-04-23)2 INVESTOR PRESENTATION FORWARD LOOKING STATEMENTS Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include, without limitation, state |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3752 |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2012 Estimated average burden hours per response 2. |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by rule 14a-6(e)(2)) ☐ Definit |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by rule 14a-6(e)(2)) ☒ Definit |
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| October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2023 XCEL BRANDS, INC. |
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| August 15, 2023 |
Exhibit 99.2 NASDAQ: XELB XCEL BRANDS (08/15/23)2 INVESTOR PRESENTATION 4 2 FORWARD LOOKING STATEMENTS Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include, without limitation, s |
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| August 15, 2023 |
XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS ● Successful restructuring plan transforms Xcel Brands into a modern, asset light consumer products and livestream/social commerce platform, realizing $13 million in annualized cost savings. ● Executed Master licenses for Judith Ripka, Halston and C Wonder brands with Jewelry TV (JTV), G-III Apparel Group an |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 XCEL BRANDS, INC. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XCE |
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| June 14, 2023 |
NASDAQ: XELB XCEL BRANDS (06/05/23) INVESTOR PRESENTATION Exhibit 99.1 NASDAQ: XELB XCEL BRANDS (06/05/23) INVESTOR PRESENTATION FORWARD LOOKING STATEMENTS Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward - looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include, without limitation, stat |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 XCEL BRANDS, INC. |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 XCEL BRANDS, INC. |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XC |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| April 17, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Xcel Brands, Inc. Name and Jurisdiction of Incorporation · IM Brands, LLC, a Delaware limited liability company · JR Licensing, LLC, a Delaware limited liability company · Judith Ripka Fine Jewelry, LLC, a Delaware limited liability company · Judith Ripka Fine Jewelry Digital, LLC, a Delaware limited liability company · H Licensing, LLC, a Delaware limited liability co |
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| April 17, 2023 |
Exhibit 99.1 IM TOPCO, LLC (A Limited Liability Company) Financial Statements as of December 31, 2022 and for the Period from May 11, 2022 (inception) through December 31, 2022 and Independent Auditor’s Report IM TOPCO, LLC (A Limited Liability Company) Index Page(s) Independent Auditor’s Report 1-2 Balance Sheet as of December 31, 2022 3 Statement of Income for the Period May 11, 2022 (inception) |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . |
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| November 23, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 XCEL BRANDS, INC. |
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| November 18, 2022 |
Submission of Matters to a Vote of Security Holders ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 XCEL BRANDS, INC. |
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| November 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 XCEL BRANDS, INC. |
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| November 17, 2022 |
XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS Exhibit 99.1 ? ? FOR IMMEDIATE RELEASE ? XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS ? ? Company continues to expand it?s linear T.V. and digital livestreaming platforms adding Ken Downing and Christian Siriano to its on-air talent roster. ? Revenues of $4.5 million for the quarter ended September 30, 2022; $21.7 million on a year-to-date basis ? Third quarter net loss of $4.0 million, |
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| November 14, 2022 |
Table of Contents Z:\consbridge\2022Data\ClientDTS\XCel Brands, Inc\20220930\20221102\20221103\BackupZ:\consbridge\2022Data\ClientDTS\XCel Brands, Inc\20220930\20221102\20221103\Backup ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 6, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? ? ? ? ? Filed by the Registrant ? ? ? Filed by party other than the Registrant ? ? ? ? ? ? Check the appropriate box: ? ? ? Preliminary Proxy Statement ? ? ? Confidential, for Use of the Commission Only (as pe |
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| August 17, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 XCEL BRANDS, INC. |
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| August 17, 2022 |
Exhibit 99.2 INVESTOR PRESENTATION Second Quarter 2022 NASDAQ: XELB Xcel Brands (8/17/22) SAFE HARBOR STATEMENT FORWARD LOOKING STATEMENTS Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute ?forward - looking statements? within the meaning of the United States Private Securities Litigation Reform Act of 1995 .. These s |
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| August 17, 2022 |
XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2022 RESULTS EXHIBIT 99.1 ? ? FOR IMMEDIATE RELEASE ? XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2022 RESULTS ? ? Second quarter GAAP net income of $9.5 million, or $0.48 per diluted share; ? Second quarter non-GAAP net loss of $3.6 million, or $(0.18) per diluted share ? During the quarter, Xcel sold a majority interest in its Isaac Mizrahi brand and entered into a joint venture and management agreement with |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2022 XCEL BRANDS, INC. |
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| June 3, 2022 |
Membership Interest Purchase Agreement Exhibit 2.1 Execution Version Membership Interest PURCHASE AGREEMENT Among IMWHP, LLC as Buyer Xcel Brands, Inc. and IM Brands, LLC as Seller and IM TOPCO, LLC May 27, 2022 Membership Interest PURCHASE AGREEMENT This Membership Interest PURCHASE AGREEMENT (the ?Agreement?), dated as of May 27, 2022 (the ?Effective Date?), by and among IMWHP, LLC, a Delaware limited liability company (?Buyer?), Xce |
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| June 3, 2022 |
Exhibit 99.1 Pro forma Financial Information On May 27, 2022, Xcel Brands, Inc. (the ?Company?) entered into a membership interest purchase agreement (the ?Purchase Agreement) with IM Topco, LLC (?IM Topco?), a Delaware limited liability company, and wholly-owned subsidiary of the Company, IM WHP, LLC (?WHP?) and IM Brands, LLC, a wholly-owned subsidiary of the Company (?IMB?) pursuant to which, o |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| April 20, 2022 |
EX-FILING FEES 5 tmb-20220418xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xcel Brands, Inc (Exact Name of Registrant as Specified in its Charter) CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per share (2) Proposed maximum aggregate offering price (2 |
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| April 20, 2022 |
As filed with the Securities and Exchange Commission on April 19,2022 As filed with the Securities and Exchange Commission on April 19,2022 Registration No. |
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| April 20, 2022 |
EX-99.1 2 xelb-20220414xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2021 RESULTS EXPECTS GROWTH ACROSS ITS BUSINESSES IN 2022 DRIVEN BY LIVESTREAM SHOPPING ● 2021 total revenues of $37.9 million, up 29% from prior year ● Fourth quarter total revenues of $8.1 million, up 8% from the fourth quarter of 2020 ● Fourth quarter net loss |
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| April 20, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): April 14, 2022 XCEL BRANDS, INC. |
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| April 15, 2022 |
Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 ? EXHIBIT 10.7 ? EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) dated February 27, 2019 by and between XCel Brands, Inc., a Delaware corporation (the ?Company?) and Seth Burroughs (the ?Executive?), each a ?Party? and collectively the ?Parties.? This Agreement replaces and supersedes that certain employment agreement dated as of October 1, 2014, as amended by and between the Com |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as |
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| April 15, 2022 |
Subsidiaries of the Registrant EX-21.1 3 xelb-20211231xex21d1.htm EX-21.1 Exhibit 21.1 Subsidiaries of Xcel Brands, Inc. Name and Jurisdiction of Incorporation · IM Brands, LLC, a Delaware limited liability company · Gold Licensing, LLC, a Delaware limited liability company · JR Licensing, LLC, a Delaware limited liability company · H Licensing, LLC, a Delaware limited liability company · H Heritage Licensing, LLC, a Delaware l |
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| April 1, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 12b-25 ? NOTIFICATION OF LATE FILING ? OMB APPROVAL ? ? ? ? ? ? ? ? ? OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 XCEL BRANDS, INC. |
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| January 6, 2022 |
Loan and Security Agreement dated as of December 30, 2021 EX-10.1 2 xelb-20211230xex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION LOAN AND SECURITY AGREEMENT AMONG FEAC AGENT, LLC as Administrative Agent, Collateral Agent and Lead Arranger THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders XCEL BRANDS, INC., as Borrower and IM BRANDS, LLC, JR LICENSING, LLC, H LICENSING, LLC, C WONDER LICENSING, LLC, XCEL DESIGN GROUP, LLC, JUDITH RIPKA FINE JEWELRY, LLC, H H |
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| November 19, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 XCEL BRANDS, INC. |
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| November 18, 2021 |
Amendment No. 3 to Loan and Security Agreement, dated November 15, 2021 EX-10.1 2 xelb-20211115xex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 to LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 15, 2021, by and among XCEL BRANDS, INC., a Delaware corporation (“Borrower”), each other signatory hereto that is a Credit Party under the Loan Agreement (as hereinafter defined), the financial |
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| November 18, 2021 |
XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2021 RESULTS EX-99.1 3 xelb-20211115xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2021 RESULTS · Third quarter total net revenue of $11.3 million, up 52% from Q3, 2020 · Third quarter net wholesale and direct-to-consumer sales up over 100% from Q3, 2020 · Third quarter licensing revenue up 31% from Q3, 2020 NEW YORK, NY (November 15, 2021) – Xcel Brands, Inc. |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 XCEL BRANDS, INC. |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 15, 2021 |
AMENDMENT NO. 1 and WAIVER to LOAN AND SECURITY AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 and WAIVER to LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 AND WAIVER TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into as of August 12, 2021, by and among XCEL BRANDS, INC., a Delaware corporation (?Borrower?), each other signatory hereto that is a Credit Party under the Loan Agreement (as hereinafter defined), the financial institutions from time |
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| October 20, 2021 |
DEFR14A 1 tmb-20211020xdefr14a.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ⌧ Filed by party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only ( |
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| October 19, 2021 |
DEF 14A 1 tmb-20211118xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (a |
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| October 6, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of report (Date of earliest event reported): September 30, 2021 ? XCEL BRANDS, INC. |
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| October 6, 2021 |
Letter from CohnReznick LLP dated October 5, 2021 Exhibit 16.1 October 5, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Xcel Brands, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Xcel Brands, Inc. dated October 5, 2021. We agree with the statements concerning our Firm cont |
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| August 17, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM -8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2021 XCEL BRANDS, INC. |
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| August 17, 2021 |
XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2021 RESULTS EXHIBIT 99.1 ? FOR IMMEDIATE RELEASE ? XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2021 RESULTS ? ? Second quarter net product sales of $4.5 million, increased over 700% from the second quarter of 2020, and up 30% from the first quarter of 2021 ? Second quarter licensing revenue of $6.3 million, up 38% year-over-year and up 45% on a sequential quarter basis, driven by acquisition of LOGO Lori Golds |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 13, 2021 |
10.1 Amendment No. 1 and Waiver to Loan and Security Agreement Exhibit 10.1 AMENDMENT NO. 1 and WAIVER to LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 AND WAIVER TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into as of August 12, 2021, by and among XCEL BRANDS, INC., a Delaware corporation (?Borrower?), each other signatory hereto that is a Credit Party under the Loan Agreement (as hereinafter defined), the financial institutions from time |
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| May 18, 2021 |
XCEL BRANDS, INC. ANNOUNCES FIRST QUARTER 2021 RESULTS EX-99.1 2 tmb-20210517xex99d1.htm EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES FIRST QUARTER 2021 RESULTS · First quarter net product sales of $3.5 million, rebounding 35% from the fourth quarter · First quarter net loss of $2.5 million, or ($0.13) per share, on a GAAP basis; net loss of $1.5 million, or ($0.08) per share, on a non-GAAP basis · Adjusted EBITDA of $(0.9) m |
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| May 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 ? XCEL BRANDS, INC. |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 26, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 ? XCEL BRANDS, INC. |
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| April 26, 2021 |
XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2020 RESULTS ? Exhibit 99.1 ? FOR IMMEDIATE RELEASE ? XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2020 RESULTS ? ? ? Fourth quarter net product sales of $2.6 million, rebounding 20% from the third quarter ? Fourth quarter net loss of $10.4 million, or ($0.54) per share, on a GAAP basis; net loss of $0.3 million, or ($0.02) per share, on a non-GAAP basis ? Adjusted EBITDA of $0.2 million for the |
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| April 23, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 23, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Xcel Brands, Inc. Name and Jurisdiction of Incorporation ? IM Brands, LLC, a Delaware limited liability company ? Judith Ripka Fine Jewelry, LLC, a Delaware limited liability company ? JR Licensing, LLC, a Delaware limited liability company ? H Licensing, LLC, a Delaware limited liability company ? C Wonder Licensing, LLC, a Delaware limited liability company ? Xcel De |
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| April 23, 2021 |
Description of Registrant’s Securities (10) Exhibit 4.4 ? DESCRIPTION OF XCEL BRANDS, INC. SECURITIES ? The following information is a summary of our capital stock and provisions of our certificate of incorporation and bylaws. ? General ? Our authorized capital stock consists of 50,000,000 shares of common stock at a par value of $0.001 per share and 1,000,000 shares of preferred stock at a par value of $0.001 per share. ? Common Stock ? Ho |
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| April 22, 2021 |
1333 Broadway, 10th floor • new york, new york • 10018 Phone: 347-727-2474 • [email protected] ? Exhibit 99.1 ? FOR IMMEDIATE RELEASE ? ? XCEL BRANDS, INC. Receives NASDAQ notice regarding late Form 10-K filing. ? NEW YORK, NY (April 20, 2021) ? Xcel Brands, Inc. (NASDAQ: XELB) (?Xcel? or the ?Company?), today announced that on April 16, 2021, it received a delinquency notification letter from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with Nasd |
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| April 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2021 ? XCEL BRANDS, INC. |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 14, 2021 XCEL BRANDS, INC. |
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| April 15, 2021 |
Loan and Security Agreement dated as of April 12, 2021 EX-10.1 2 tmb-20210414xex10d1.htm EX-10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT AMONG BANK HAPOALIM B.M. as Administrative Agent, Collateral Agent and Joint Lead Arranger FEAC AGENT, LLC as Co-Collateral Agent and Joint Lead Arranger THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders XCEL BRANDS, INC., as Borrower and IM BRANDS, LLC, JR LICENSING, LLC, H LICENSING, LLC, C WONDER LICENSING, LLC |
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| April 5, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2021 XCEL BRANDS, INC. |
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| April 5, 2021 |
Exhibit 2.1 ? EXECUTION COPY ? ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?), dated as of March 30, 2021, is by and among LORI GOLDSTEIN, LTD., a New York corporation (the ?Seller?), LORI GOLDSTEIN, an individual (?Shareholder?), and GOLD LICENSING, LLC, a Delaware limited liability company, and wholly-owned subsidiary of Xcel Brands, Inc. (?Xcel?) (the ?Buyer?). Buyer, |
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| April 1, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 12b-25 ? NOTIFICATION OF LATE FILING ? OMB APPROVAL ? ? ? ? ? ? ? ? ? OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| November 16, 2020 |
XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2020 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2020 RESULTS · Third quarter total revenues of $7.4 million rebounding 46% from the second quarter · Continued expense reduction actions; third quarter operating costs decreased more than $1 million year-over-year and product sale margins improved by 6% · GAAP net loss of $0.5 million, ($0.02) per share · Non-GAAP net inc |
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| November 16, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 XCEL BRANDS, INC. |
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| November 13, 2020 |
10.1 Amendment No. 5 to Second Amended and Restated Loan and Security Agreement Exhibit 10.1 AMENDMENT NO. 5 to SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 24, 2020, by and among XCEL BRANDS, INC., a Delaware corporation (“Initial Borrower”), each other signatory hereto that is a Credit Party under the Loan Agreement (as hereinafter de |
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| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3752 |
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| October 2, 2020 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2020 XCEL BRANDS, INC. |
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| August 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin |
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| August 24, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2020 XCEL BRANDS, INC. |
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| August 24, 2020 |
XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2020 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2020 RESULTS · Maintained strong balance sheet and continued expense reduction actions · Digital sales accelerated · Second Quarter total revenues of $5.1 million, reflecting adverse impact from Covid-19 pandemic · GAAP Net loss of $1.3 million, ($0.07) per share · Adjusted EBITDA of $1.7 million · Non-GAAP diluted EPS o |
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| August 19, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37527 XCE |
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| August 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| August 11, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 XCEL BRANDS, INC. |
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| May 19, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001‑37527 XC |
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| May 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| April 30, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 tmb-20200424x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2020 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37527 76-0307819 (State or Other Jurisdiction of Inco |
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| April 27, 2020 |
Exhibit 10.1 Promissory Note Interest Rate after Deferment Period 1.00% fixed per annum Date 4/20/20 Loan Amount $1,805,856.00 Deferment Period 6 months This Promissory Note (“Note”) sets forth and confirms the terms and conditions of a term loan to Xcel Brands Inc (whether one or more than one, “Borrower”) from Bank of America, NA, a national banking association having an address of P.O. Box 1522 |
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| April 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2020 XCEL BRANDS, INC. |
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| April 15, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2019 RESULTS Fourth Quarter Total Revenues of $11.4 Million, up 14% from the Prior Year Quarter, and Full Year Total Revenues of $41.7 Million, up 18% from Prior Year NEW YORK, NY (April 13, 2020) – Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), a media and consumer products company, today an |
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| April 15, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2020 XCEL BRANDS, INC. |
