XCel Brands Enters Material Definitive Agreement

TL;DR

XCel Brands signed a big deal on 5/22, details TBD.

AI Summary

XCel Brands, Inc. entered into a Material Definitive Agreement on May 22, 2024. The filing does not disclose the specific details of this agreement, only that it is a significant event requiring an 8-K filing.

Why It Matters

This filing indicates a significant new development for XCel Brands, Inc., which could impact its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and potential impact of the agreement.

Key Players & Entities

• XCel Brands, Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share XELB NASDAQ Global Select

Filing Documents

• xelb-20240522x8k.htm (8-K) — 36KB
• 0001558370-24-008644.txt ( ) — 152KB
• xelb-20240522.xsd (EX-101.SCH) — 3KB
• xelb-20240522_lab.xml (EX-101.LAB) — 16KB
• xelb-20240522_pre.xml (EX-101.PRE) — 10KB
• xelb-20240522x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry Into a Material Definitive Agreement On May 22, 2024, Xcel Brands, Inc. (the "Company") and Gold Licensing, LLC, a wholly-owned subsidiary of the Company ("Gold" and, together with the Company, the "Xcel Parties"), entered into a binding term sheet with Lori Goldstein ("LG") and Lori Goldstein Ltd ("Buyer" and, together with LG, the "LG Parties") with respect to the sale by Gold to Buyer of all of the assets acquired by Gold pursuant to the Asset Purchase Agreement (the "APA") dated Mach 30, 2021 and any intellectual property created thereafter that is based on such amounts (collectively, the "Assets"). The assets consist of (i) all trademarks related to "Lori Goldstein," including her name, usage and likeness and related intellectual property, (ii) the LOGO trademarks and related intellectual property, all URLs, social media accounts and domain names and (iii) the May 1, 2013 agreement between QVC, Inc. and Buyer, as amended and previously assumed by Gold. The purchase of the Assets shall be effective June 30, 2024 (the "Closing Date"). Pursuant to the Term Sheet, the LG Parties waive the rights to the unpaid portion of the earn-out payment for 2023 and pro rata portion of the earn-out payments for 2024 through the Closing Date, each as determined in accordance with the APA. Additionally, the right to future earn-out payments and bonus under the APA and employment agreement terminate. During the period through the Closing Date, LG shall remain employed by the Company and has agreed to make all of her scheduled appearances on QVC through the Closing Date; The Term Sheet is a binding obligation on the LG Parties and the Xcel Parties to execute definite agreements, including mutual general releases, by June 21, 2024 (the "Deadline"). Pursuant to the Term Sheet, the LG Parties and the Xcel Parties will jointly request an adjournment of the arbitration proceeding commenced by the Xcel Parties against the LG Parties and such adjournment shall be wi

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XCEL BRANDS, INC. (Registrant) By: /s/ James F. Haran Name: James F. Haran Title: Chief Financial Officer Date: May 24, 2024

View Full Filing

View this 8-K filing on SEC EDGAR