XELB تصريحات هيئة الأوراق المالية والبورصات - Xcel Brands, Inc.- التقرير السنوي، بيان التوكيل، نشرة الإصدار

الإحصائيات الأساسية

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)

توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.

August 15, 2025	EX-99.1	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
August 15, 2025	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 14, 2025 XCEL BRANDS, INC. ( 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.
August 14, 2025	10-Q	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
August 7, 2025	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 1, 2025 XCEL BRANDS, INC. ( 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.
August 7, 2025	EX-10.1	Form of Securities Purchase Agreement, by and between Xcel Brands, Inc. and the purchasers identified on the signature pages thereto 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
August 7, 2025	EX-99.1	Xcel Brands Announces Pricing of $2.6 Million Public Offering and Concurrent Management-Led Private Placement 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
August 7, 2025	EX-1.1	Placement Agency Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Maxim Group LLC. 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
August 7, 2025	EX-4.1	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
August 7, 2025	EX-10.2	Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Robert W. D’Loren 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
August 7, 2025	EX-10.3	Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Mark DiSanto 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
August 1, 2025	424B5	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
July 14, 2025	S-1/A	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.
July 8, 2025	S-1/A	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.
July 8, 2025	EX-1.1	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
July 2, 2025	EX-10.20	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
July 2, 2025	S-1	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.
July 2, 2025	EX-FILING FEES	Filing Fee Table** 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.
July 2, 2025	EX-4.11	Form of Pre-funded Warrant** 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
July 2, 2025	EX-1.1	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
June 20, 2025	8-K	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.
June 6, 2025	DRS	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.
June 4, 2025	10-Q	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
May 29, 2025	EX-16.1	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
May 29, 2025	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): May 27, 2025 XCEL BRANDS, INC. (Exa 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.
May 28, 2025	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): May 22, 2025 XCEL BRANDS, INC. (Exa 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.
May 28, 2025	EX-99.1	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
May 28, 2025	EX-21.1	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
May 28, 2025	10-K	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
May 16, 2025	NT 10-Q	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.
May 13, 2025	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.) 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
May 2, 2025	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 29, 2025 XCEL BRANDS, INC. (E 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.
May 2, 2025	PRE 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.) 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
May 2, 2025	EX-99.1	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)(
April 24, 2025	EX-10.4	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
April 24, 2025	EX-4.3	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
April 24, 2025	EX-10.1	Second Amendment to Loan and Security Agreement, dated as of April 21, 2025, by and among Xcel Brands, Inc., each subsidiary party thereto as guarantors, the financial institutions party thereto as lenders and FEAC Agent, LLC as administrative agent and collateral agent (21) 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))
April 24, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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.
April 24, 2025	EX-10.3	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
April 24, 2025	EX-4.2	Form of Restore Warrant (21) 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
April 24, 2025	EX-4.1	Form of UTG Warrant (21) 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
April 24, 2025	EX-4.4	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
April 24, 2025	EX-10.2	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
April 1, 2025	NT 10-K	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 .
March 24, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, 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): March 24, 2025 XCEL BRANDS, INC.
March 24, 2025	EX-3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (20) 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
March 21, 2025	EX-3.1	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
March 21, 2025	EX-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 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
March 21, 2025	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, 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): March 21, 2025 XCEL BRANDS, INC.
March 13, 2025	8-K	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.
February 14, 2025	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.) 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
February 3, 2025	PRE 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.) 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
December 20, 2024	10-Q	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
December 16, 2024	EX-4.1	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
December 16, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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.
December 16, 2024	EX-10.1	Loan and Security Agreement dated as of December 12, 2024 by and among Xcel Brands, Inc., each subsidiary party thereto as guarantors, the financial institutions party there to as lenders, FEAC Agent, LLC, as administrative agent and collateral agent, and Restore Capital, LLC, as agent (19) 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
December 16, 2024	EX-10.2	Membership Pledge Agreement, dated as of December 12, 2024, by and between Xcel Brands, Inc., Xcel IP Holdings, LLC, Halston Holding Company, LLC, H Licensing, LLC and FEAC Agent, LLC (19) 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
December 11, 2024	8-K	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.
November 29, 2024	10-K/A	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
November 29, 2024	EX-99.1	IM Topco, LLC Financial Statements as of December 31, 2023 and 2022, and for the Year Ended December 31, 2023 and Period from May 11, 2022 (inception) through December 31, 2022 and Independent Auditor’s Report (18) 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
November 27, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): November 25, 2024 XCEL BRANDS, INC.
November 27, 2024	EX-99.1	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
November 15, 2024	NT 10-Q	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.
October 22, 2024	DEFA14A	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. ) 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
October 22, 2024	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.) 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
September 9, 2024	EX-99.1	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 Li 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
September 9, 2024	8-K	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.
August 14, 2024	10-Q	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
August 2, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): July 30, 2024 XCEL BRANDS, INC.
August 2, 2024	EX-10.1	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
August 2, 2024	EX-10.2	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
July 24, 2024	EX-99.1	Three Months Ended 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
July 24, 2024	8-K	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.
June 24, 2024	EX-10.1	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
June 24, 2024	8-K	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.
May 24, 2024	8-K	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.
May 20, 2024	10-Q	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
May 16, 2024	NT 10-Q	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.
April 19, 2024	EX-10.7	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
April 19, 2024	EX-99.1	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
April 19, 2024	EX-10.9	Term Loan Agreement between H Halston IP, LLC, as borrower, and Israel Discount Bank, as lender, dated October 19, 2023 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”).
April 19, 2024	EX-4.4	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
April 19, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 16, 2024 XCEL BRANDS, INC.
April 19, 2024	10-K	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
April 19, 2024	EX-10.8	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
April 19, 2024	EX-21.1	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
April 19, 2024	EX-97.1	Clawback Policy (15) 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
April 2, 2024	NT 10-K	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.
March 19, 2024	EX-99.1	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
March 19, 2024	EX-10.1	Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D’Loren and Xcel Brands, Inc. 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
March 19, 2024	EX-1.1	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
March 19, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): March 14, 2024 XCEL BRANDS, INC.
March 19, 2024	EX-10.2	Subscription Agreement, dated as of March 15, 2024, by and between Seth Burroughs and Xcel Brands, Inc. 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
March 19, 2024	EX-99.2	Xcel Brands, Inc. Announces Pricing of $2.42 Million Public Offering of Common Stock and Concurrent Private Placement 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
March 19, 2024	EX-10.3	Subscription Agreement, dated as of March 15, 2024, by and between Mark X. DiSanto Investment Trust and Xcel Brands, Inc. 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
March 18, 2024	424B5	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
March 14, 2024	424B5	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
March 7, 2024	8-K	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.
March 7, 2024	EX-99.1	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
February 2, 2024	CORRESP	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
January 26, 2024	S-3	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.
January 26, 2024	EX-4.4	Form of Indenture 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
January 26, 2024	EX-FILING FEES	Filing Fee Table 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
December 7, 2023	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): December 6, 2023 XCEL BRANDS, INC. 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.
December 4, 2023	8-K	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.
December 4, 2023	EX-99.1	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 Liti 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
November 20, 2023	10-Q	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
November 15, 2023	NT 10-Q	Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 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.
October 27, 2023	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. ) 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
October 27, 2023	DEFA14A	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. ) 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
October 20, 2023	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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.
August 15, 2023	EX-99.2	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 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
August 15, 2023	8-K	Regulation FD Disclosure, 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): August 10, 2023 XCEL BRANDS, INC.
August 15, 2023	EX-99.1	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
August 14, 2023	10-Q	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
June 14, 2023	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): June 14, 2023 XCEL BRANDS, INC. (E 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.
June 14, 2023	EX-99.1	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
June 7, 2023	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): June 6, 2023 XCEL BRANDS, INC. (Exa 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.
May 18, 2023	10-Q	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
May 16, 2023	NT 10-Q	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 .
April 17, 2023	10-K	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
April 17, 2023	EX-21.1	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
April 17, 2023	EX-99.1	IM Topco, LLC 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 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)
April 3, 2023	NT 10-K	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 .
November 23, 2022	8-K	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.
November 18, 2022	8-K	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.
November 17, 2022	8-K	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.
November 17, 2022	EX-99.1	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,
November 14, 2022	10-Q	Z:\cons_bridge\2022Data\Client_DTS\XCel Brands, Inc\20220930\20221102\20221103\BackupZ:\cons_bridge\2022Data\Client_DTS\XCel Brands, Inc\20220930\20221102\20221103\Backup UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 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.
October 6, 2022	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. ) ? ? 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
August 17, 2022	8-K	Regulation FD Disclosure, 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): August 17, 2022 XCEL BRANDS, INC.
August 17, 2022	EX-99.1	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
August 17, 2022	EX-99.2	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 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
August 15, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
June 3, 2022	EX-2.1	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
June 3, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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.
June 3, 2022	EX-99.1	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 W 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
May 23, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
May 17, 2022	NT 10-Q	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 .
April 20, 2022	EX-FILING FEES	Filing Fee Table 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
April 20, 2022	S-8	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.
April 20, 2022	EX-99.1	XCEL BRANDS, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2021 RESULTS EXPECTS GROWTH ACROSS ITS BUSINESSES IN 2022 DRIVEN BY LIVESTREAM SHOPPING 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
April 20, 2022	8-K	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.
April 15, 2022	EX-10.7	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
April 15, 2022	10-K	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
April 15, 2022	EX-21.1	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
April 1, 2022	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? ? 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 .
January 6, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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.
January 6, 2022	EX-10.1	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
November 19, 2021	8-K	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.
November 18, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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 15, 2021 XCEL BRANDS, INC.
November 18, 2021	EX-10.1	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
November 18, 2021	EX-99.1	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.
November 15, 2021	EX-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
November 15, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
October 20, 2021	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) 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 (
October 19, 2021	DEF 14A	The 2021 Equity Incentive Plan and Forms of Award Agreements (incorporated by reference to the applicable exhibit filed with the Company’s Amendment No. 1 to Definitive Proxy Statement, filed with the Commission on 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
October 6, 2021	EX-16.1	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
October 6, 2021	8-K	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.
August 17, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): August 12, 2021 XCEL BRANDS, INC.
August 17, 2021	EX-99.1	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
August 13, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
August 13, 2021	EX-10.1	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
May 18, 2021	EX-99.1	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
May 18, 2021	8-K	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.
May 17, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
April 26, 2021	EX-99.1	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
April 26, 2021	8-K	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.
April 23, 2021	10-K	Annual Report - 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
April 23, 2021	EX-4.4	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
April 23, 2021	EX-21.1	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
April 22, 2021	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): April 16, 2021 ? XCEL BRANDS, INC.
April 22, 2021	EX-99.1	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
April 15, 2021	EX-10.1	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
April 15, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events 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.
April 5, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets ? ? 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.
April 5, 2021	EX-2.1	Asset Purchase Agreement by and among GOLD LICENSING, LLC, LORI GOLDSTEIN, LTD. and LORI GOLDSTEIN, entered into on March 30, 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,
April 1, 2021	NT 10-K	- NT 10-K ? ? 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 .
November 16, 2020	8-K	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.
November 16, 2020	EX-99.1	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
November 13, 2020	EX-10.1	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
November 13, 2020	10-Q	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
October 2, 2020	8-K	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.
August 27, 2020	DEF 14A	- 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 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
August 24, 2020	8-K	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.
August 24, 2020	EX-99.1	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
August 19, 2020	10-Q	Quarterly Report - 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, 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
August 17, 2020	NT 10-Q	- NT 10-Q 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 .
August 11, 2020	8-K	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.
May 19, 2020	10-Q	Quarterly Report - 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, 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
May 15, 2020	NT 10-Q	- NT 10-Q 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 .
April 30, 2020	8-K	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
April 27, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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.
April 27, 2020	EX-10.1	Promissory Note, dated April 20, 2020, executed by Xcel Brands, Inc., as Borrower, for the benefit of Bank of America, NA, as lender. 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
April 15, 2020	EX-99.1	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 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
April 15, 2020	8-K	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.
April 14, 2020	EX-21.1	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
April 14, 2020	EX-4.4	Description of Registrant’s Securities 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 Holders of our
April 14, 2020	10-K	XELB / Xcel Brands, Inc. 10-K - Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 Commission File Number: 001‑37527 OR ◻ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 XCEL BRANDS, INC. (Exact name of Re
April 14, 2020	EX-10.13	Amendment No. 4 and Waiver to Amended and Restated Loan and Security Agreement Exhibit 10.13 AMENDMENT NO. 4 and WAIVER to SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 13, 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 herein
March 30, 2020	NT 10-K	XELB / Xcel Brands, Inc. NT 10-K - - NT 10-K 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 .
February 28, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 f8-k.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): February 24, 2020 XCEL BRANDS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-37527 76-030781
February 28, 2020	EX-99.2	SERVICES AGREEMENT Exhibit 99.2 SERVICES AGREEMENT THIS AGREEMENT, made as of this 24th day of February 2020 and effective as of January 01, 2020, between Laugh Club Inc. (“Laugh Club”) and Xcel Brands, Inc. (the “Company”). WHEREAS, the Company is entering into an employment agreement (as it may be amended from time to time, the “Employment Agreement”) dated as of the date hereof with Isaac Mizrahi (“Mizrahi”) to c
February 28, 2020	EX-99.1	EMPLOYMENT AGREEMENT EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on February 24, 2020 and is effective as of January 1, 2020 (“the “Effective Date”) and between Xcel Brands, Inc. a Delaware corporation (the “Company”), and Isaac Mizrahi (the “Executive”), each a “Party” and collectively the “Parties.” Unless otherwise indicated, capitalized terms
November 14, 2019	10-Q	XELB / Xcel Brands, Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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
September 12, 2019	8-K	Current Report 8-K 1 xcelform8-kxsept122019upda.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): September 12, 2019 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37527 76-0307819 (State or Other Juris
September 11, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 8-K 1 xcel-form8xkseptember2019.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): September 9, 2019 XCEL BRANDS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation
August 14, 2019	DEF 14A	XELB / Xcel Brands, Inc. DEF 14A - - 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 x 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)) x Defin
August 12, 2019	PRE 14A	XELB / Xcel Brands, Inc. PRE 14A - - PRE 14A PRE 14A 1 xcelbrandsproxy81219asfiled.htm PRE 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 x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi
August 12, 2019	EX-99.1	Xcel Brands, Inc. Announces Second Quarter and First Half 2019 Results • Six Month Net Revenues of $19.4 Million, up 13% from the Prior Year Period • Six Month GAAP Net Income of $2.0 million, Diluted EPS of $0.11 • Six Month Non-GAAP Diluted EPS of xcelq2earningsrelease871 Xcel Brands, Inc. Announces Second Quarter and First Half 2019 Results • Six Month Net Revenues of $19.4 Million, up 13% from the Prior Year Period • Six Month GAAP Net Income of $2.0 million, Diluted EPS of $0.11 • Six Month Non-GAAP Diluted EPS of $0.13, Adjusted EBITDA $3.7 million NEW YORK, Aug. 07, 2019 (GLOBE NEWSWIRE) - Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or th
August 12, 2019	8-K	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): August 8, 2019 XCEL BRANDS, INC.
August 12, 2019	10-Q	XELB / Xcel Brands, Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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
June 25, 2019	EX-99.1	SECOND AMENDMENT TO EMPLOYMENT AGREEMENT SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made as of June 20, 2019 and effective as of May 1, 2019, by and among XCEL BRANDS, INC.
June 25, 2019	8-K	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 20, 2019 XCEL BRANDS, INC.
May 28, 2019	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 xelb-201905x8k.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): May 28, 2019 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37527 76-0307819 (State or Other Jurisdiction of Incorpo
May 28, 2019	EX-99.1	INVESTOR PRESENTATION First Quarter 2019 NASDAQ: XELB 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 xelbinvestorpresentation INVESTOR PRESENTATION First Quarter 2019 NASDAQ: XELB 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.
May 16, 2019	8-K	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 14, 2019 XCEL BRANDS, INC.
May 16, 2019	EX-99.1	XCEL BRANDS, INC. ANNOUNCES FIRST QUARTER 2019 RESULTS • First Quarter Total Revenues of $10.3 Million, up 18% from the Prior Year Quarter • GAAP Net Income of $0.13 million, Diluted EPS of $0.01 and non-GAAP Diluted EPS of $0.08 • On February 11, 20 EX-99.1 2 exhibit991051419.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES FIRST QUARTER 2019 RESULTS • First Quarter Total Revenues of $10.3 Million, up 18% from the Prior Year Quarter • GAAP Net Income of $0.13 million, Diluted EPS of $0.01 and non-GAAP Diluted EPS of $0.08 • On February 11, 2019 Xcel Acquired the Halston and Halston Heritage Trademarks NEW YORK, NY (May 14, 2
May 15, 2019	10-Q	XELB / Xcel Brands, Inc. 10-Q Quarterly Report 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 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
April 1, 2019	8-K	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 28, 2019 XCEL BRANDS, INC.
April 1, 2019	EX-99.1	Fourth Quarter Total Revenues of $9.9 Million, up 42% from the Prior Year Quarter, Full Year Total Revenues of $35.5 Million, up 12% from Prior Year, and On February 12, 2019 Xcel Acquired the Halston and Halston Heritage Trademarks EX-99.1 2 xelb-20181115x8kex991.htm EXHIBIT 99.1 Page 1 Exhibit 99.1 Xcel Brands, Inc. Announces Fourth Quarter and Fiscal Year 2018 Results March 28, 2019 Fourth Quarter Total Revenues of $9.9 Million, up 42% from the Prior Year Quarter, Full Year Total Revenues of $35.5 Million, up 12% from Prior Year, and On February 12, 2019 Xcel Acquired the Halston and Halston Heritage Trademarks NEW YORK, M
April 1, 2019	EX-10.10	Employment Agreement between the Company and James Haran dated February 27, 2019 xelb-20181231ex1010 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated February 27, 2019 by and between XCel Brands, Inc.
April 1, 2019	EX-10.9	Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 xelb20181231ex109 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement dated February 27, 2019 by and between XCel Brands, Inc.
April 1, 2019	EX-10.11	Employment Agreement between the Company and Seth Burroughs dated February 27, 2019. xelb-20181231ex1011 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated February 27, 2019 by and between XCel Brands, Inc.
April 1, 2019	10-K	XELB / Xcel Brands, Inc. 10-K (Annual Report) 10-K 1 xelb-20181231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 Commission File Number: 001-37527 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 X
April 1, 2019	EX-21.1	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 • IMNY Store 1, LLC, a New York limited liability company • IMNY Retail Management, LLC, a Delaware limited liability company • IMNY e-store, USA, LLC, a Delaware limited liability company • JR Licensing, LLC, a Delaware limited liability company • H Licensin
March 1, 2019	EX-10.1	Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement dated February [•], 2019 by and between XCel Brands, Inc., a Delaware corporation (the “Company”) and Robert W. D’Loren (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 as of April 1, 2017, by a
March 1, 2019	EX-10.2	Employment Agreement between the Company and James Haran dated February 27, 2019 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated February [•], 2019 by and between XCel Brands, Inc., a Delaware corporation (the “Company”) and James F. Haran (the “Executive”), each a “Party” and collectively the “Parties.” This Agreement replaces and supersedes that certain second amended and restated employment agreement made as of October 1, 2014, as amende
March 1, 2019	EX-10.3	Employment Agreement dated February 27, 2019 by and between the Company and Giuseppe Falco Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 15, 2019, by and between XCel Brands, Inc. a Delaware corporation (the “Company”), and Giuseppe Falco (the “Executive”), each a “Party” and collectively the “Parties.” This Agreement supersedes and replaces that certain Employment Agreement dated as of January 24, 2017 by and between the Company a
March 1, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 tv5152028k.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): February 27, 2019 XCEL BRANDS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-37527 76-
February 15, 2019	EX-10.2	Amended and Restated Loan and Security Agreement by and among Bank Hapoalim B.M., as agent, the financial institution party thereto as lenders, Xcel Brands, Inc. and IM Brands, LLC, JR Licensing, LLC, H Licensing, LLC, C Wonder Licensing LLC, Xcel Design Group, LLC, Judith Ripka Fine Jewelry, LLC, H Halston Heritage, LLC, LLC and Xcel-CT MFG, LLC, as guarantors Exhibit 10.2 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG BANK HAPOALIM B.M. as Agent 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 HERITAGE LICENSING, LLC, XCEL-CT MFG, LLC as Guarantors Dated: February 11
February 15, 2019	EX-10.1	Form of Voting Agreement dated as of February 11, 2019 Exhibit 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of February 11, 2019, is made by and among Xcel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the “Company”) and [•] (the “Holder”). WHEREAS, the Company and H Heritage Licensing, LLC (“HHLLC”) have entered into that certain Asset Purchase Agreement, dated as of [•], 2018 (the “Purchase Agre
February 15, 2019	EX-2.1	Asset Purchase Agreement by and between Xcel Brands, Inc., H Licensing, LLC, and The H Company IP LLC Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG H HERITAGE LICENSING, LLC AND THE H COMPANY IP, LLC HOUSE OF HALSTON, LLC DATED AS OF FEBRUARY , 2019 Table of Contents ARTICLE I DEFINITIONS AND USAGE 1 1.1 Definitions 1 1.2 Usage 11 ARTICLE II PURCHASE AND SALE OF ASSETS 11 2.1 Purchase and Sale of Assets. 11 2.2 No Other Assets Acquired 11 2.3 No Liabilities Acquired 11 2.4 No
February 15, 2019	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets 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 11, 2019 XCEL BRANDS, INC.
November 15, 2018	8-K	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, 2018 XCEL BRANDS, INC.
November 15, 2018	EX-99.1	XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2018 FINANCIAL RESULTS Company Reports Third Quarter Total Revenues of $8.3 Million; +5 % from Prior Year Quarter Third Quarter Operating Income of $1.4 Million, +11 % from Prior Year Quarter Third Quarter Ne EX-99.1 2 tv507390ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES THIRD QUARTER 2018 FINANCIAL RESULTS Company Reports Third Quarter Total Revenues of $8.3 Million; +5 % from Prior Year Quarter Third Quarter Operating Income of $1.4 Million, +11 % from Prior Year Quarter Third Quarter Net Income of Approximately $1.0 Million, Non-GAAP Net Income of $1.6 Milli
November 14, 2018	10-Q	XELB / Xcel Brands, Inc. 10-Q (Quarterly Report) 10-Q 1 tv50683410q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 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
August 22, 2018	8-K	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): August 20, 2018 XCEL BRANDS, INC.
August 15, 2018	8-K	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): August 15, 2018 XCEL BRANDS, INC.
August 15, 2018	EX-99.1	INVESTOR PRESENTATION SECOND QUARTER 2018 NASDAQ: XELB Exhibit 99.1 INVESTOR PRESENTATION SECOND QUARTER 2018 NASDAQ: XELB 2 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 statements include, wi
August 14, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 tv5010288k.htm FORM 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 9, 2018 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37527 76-0307819 (State or Other Jurisdiction of Inco
August 14, 2018	10-Q	XELB / Xcel Brands, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 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 XCEL BRANDS, INC. (Ex
August 14, 2018	EX-99.1	XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2018 FINANCIAL RESULTS Company Reports Second Quarter Total Revenues of $8.5 Million; +1.4% from Prior Year Quarter Second Quarter Operating Income of $1.3 Million, +15% from Prior Year Quarter Second Quarte Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES SECOND QUARTER 2018 FINANCIAL RESULTS Company Reports Second Quarter Total Revenues of $8.5 Million; +1.4% from Prior Year Quarter Second Quarter Operating Income of $1.3 Million, +15% from Prior Year Quarter Second Quarter GAAP Net Loss of $0.1, Non-GAAP Net Income of $1.5 million; Adjusted EBITDA of $2.2 Million NEW YORK, NY (August
July 26, 2018	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 tv4992988k.htm FORM 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): July 26, 2018 XCEL BRANDS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-37527 76
July 26, 2018	EX-99.1	INVESTOR PRESENTATION JULY 24, 2018 NASDAQ: XELB EX-99.1 2 tv499298ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INVESTOR PRESENTATION JULY 24, 2018 NASDAQ: XELB 2 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
July 16, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 tv4986028k.htm FORM 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): July 10, 2018 XCEL BRANDS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-37527 76
July 16, 2018	EX-99.1	JAMES FIELDING JOINS XCEL BRANDS, INC. BOARD OF DIRECTORS EX-99.1 2 tv498602ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE JAMES FIELDING JOINS XCEL BRANDS, INC. BOARD OF DIRECTORS July 12, 2018 (NEW YORK) – Xcel Brands, Inc. (NASDAQ:XELB) announced today the appointment of Jim Fielding to its Board of Directors. An expert merchant who has been a leader in both media and retail, Mr. Fielding currently serves as President, Consumer Products an
July 12, 2018	DEF 14A	XELB / Xcel Brands, Inc. 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 x 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)) x Defin
May 15, 2018	10-Q	XELB / Xcel Brands, Inc. 10-Q (Quarterly Report) 10-Q 1 tv49357310q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 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: 00
May 15, 2018	EX-99.1	XCEL BRANDS, INC. ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS Company Reports First Quarter Total Revenues of $8.8 Million; +4% from Prior Year Quarter GAAP Net Income of $0.5 Million, +225% from Prior Year Quarter Adjusted EBITDA of $2.2 Million, EX-99.1 2 tv494221ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE XCEL BRANDS, INC. ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS Company Reports First Quarter Total Revenues of $8.8 Million; +4% from Prior Year Quarter GAAP Net Income of $0.5 Million, +225% from Prior Year Quarter Adjusted EBITDA of $2.2 Million, +11% from Prior Year Quarter NEW YORK, NY (May 14, 2018) – Xcel Brands,
May 15, 2018	8-K	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 14, 2018 XCEL BRANDS, INC.

XELB / Xcel Brands, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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