XCel Brands Files 8-K: Material Agreement & Equity Sales

TL;DR

XCel Brands signed a big deal, sold some stock, and filed financials on Aug 1st.

AI Summary

On August 1, 2025, XCel Brands, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on August 7, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• XCel Brands, Inc. (company) — Registrant
• August 1, 2025 (date) — Date of earliest event reported
• August 7, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 76-0307819 (identifier) — IRS Employer Identification No.
• 001-37527 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value $0.001 per share XELB Nasdaq Capital Market
• $1.10 — mon Stock") at a price to the public of $1.10 per Share. Robert W. D'Loren, Chairman
• $2,000,000 — trant, are expected to be approximately $2,000,000. The Registrant intends to use the net
• $1 — isable at a per share exercise price of $1.10, in whole or in part, during the fou
• $1.38 — rivate Placement Shares") at a price of $1.38 per Private Placement Share. The purcha

Filing Documents

• tm2522654d1_8k.htm (8-K) — 37KB
• tm2522654d1_ex1-1.htm (EX-1.1) — 59KB
• tm2522654d1_ex4-1.htm (EX-4.1) — 101KB
• tm2522654d1_ex10-1.htm (EX-10.1) — 165KB
• tm2522654d1_ex10-2.htm (EX-10.2) — 27KB
• tm2522654d1_ex10-3.htm (EX-10.3) — 27KB
• tm2522654d1_ex99-1.htm (EX-99.1) — 10KB
• tm2522654d1_ex1-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-25-075178.txt ( ) — 699KB
• xelb-20250801.xsd (EX-101.SCH) — 3KB
• xelb-20250801_lab.xml (EX-101.LAB) — 33KB
• xelb-20250801_pre.xml (EX-101.PRE) — 22KB
• tm2522654d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 1, 2025, Xcel Brands, Inc. (the "Registrant") entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent"), as lead placement agent, relating to a best efforts public offering (the "Offering") of 2,181,818 shares (the "Shares") of the Registrant's common stock, par value $0.001 per share ("Common Stock") at a price to the public of $1.10 per Share. Robert W. D'Loren, Chairman and Chief Executive Officer of the Registrant ("D'Loren") purchased 124,200 Shares in the Offering, and Mark DiSanto, a Director of the Registrant ("DiSanto") purchased 91,800 Shares in the Offering. The Offering was made pursuant to the Registrant's registration statement on Form S-1, as amended (File No. 333-288495), previously filed with the Securities and Exchange Commission (the "SEC") on July 2, 2025, and declared effective on July 31, 2025, and a prospectus dated August 1, 2025. The closing of the Offering occurred on August 4, 2025. The aggregate net proceeds to the Registrant from the sale of the Securities and the Private Placement Shares (defined below), after deducting the placement agent fees and other estimated offering expenses payable by the Registrant, are expected to be approximately $2,000,000. The Registrant intends to use the net proceeds from the Offering for brand development and launch, working capital and general corporate purposes. The Registrant issued a press release announcing the pricing of the Offering, which has been filed as Exhibit 99.1 to this report. Upon closing of the Offering, the Registrant issued the Placement Agent warrants (the "Placement Agent's Warrants") as compensation to purchase up to 77,215 shares of Common Stock. The Placement Agent's Warrants are exercisable at a per share exercise price of $1.10, in whole or in part, during the four and one-half year period commencing 180 days from the commencement of sales of th

02

Item 3.02 Unregistered Sales of Equity Securities The Private Placement Shares referenced above were sold without registration under the Act, in reliance upon the exemptions from registration provided under Section 4(2) of the Act in reliance upon the exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated under the Act ("Regulation D"). The Private Placement Investors represented in the Subscription Agreements, among other things, that such Private Placement Investor was acquiring the Private Placement Shares for investment for the Private Placement Investor's account and that the investor was an "accredited investor" within the meaning of Regulation D.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 1.1 Placement Agency Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Maxim Group LLC. 4.1 Form of Placement Agent's Warrants. 10.1 Form of Securities Purchase Agreement, by and between Xcel Brands, Inc. and the purchasers identified on the signature pages thereto 10.2 Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Robert W. D'Loren 10.3 Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Mark DiSanto 99.1 Press Release of Xcel Brands, Inc. dated August 1, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

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. Date: August 7, 2025 XCEL BRANDS, INC. By: /s/ James F. Haran Name: James F. Haran Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR