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

TL;DR

XCel Brands signed a big deal & sold some stock. Check the filings.

AI Summary

On December 17, 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 December 19, 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 — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require careful investor scrutiny.

Key Players & Entities

• XCel Brands, Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• December 19, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value $0.001 per share XELB Nasdaq Capital Market
• $2.05 million — the Closing Date (as defined below) of $2.05 million. The Purchase Agreement provides for th
• $0 — at an exercise price per share equal to $0.001, and (iii) warrants (the "Warrants"
• $3.00 — at an exercise price per share equal to $3.00. The closing of the Private Placement
• $100,000 — Warrants for a total purchase price of $100,000. The aggregate net proceeds to the Comp
• $1.75 million — pany, are estimated to be approximately $1.75 million. The Company intends to use the net pro
• $1.165 — at an exercise price per share equal to $1.165 per share, and (iii) $50,000 for expens
• $50,000 — re equal to $1.165 per share, and (iii) $50,000 for expenses occurred in the Private Pl

Filing Documents

• tm2533803d1_8k.htm (8-K) — 39KB
• tm2533803d1_ex4-1.htm (EX-4.1) — 110KB
• tm2533803d1_ex4-2.htm (EX-4.2) — 116KB
• tm2533803d1_ex4-3.htm (EX-4.3) — 108KB
• tm2533803d1_ex10-1.htm (EX-10.1) — 224KB
• tm2533803d1_ex10-2.htm (EX-10.2) — 54KB
• tm2533803d1_ex99-1.htm (EX-99.1) — 8KB
• 0001104659-25-122806.txt ( ) — 985KB
• xelb-20251217.xsd (EX-101.SCH) — 3KB
• xelb-20251217_lab.xml (EX-101.LAB) — 33KB
• xelb-20251217_pre.xml (EX-101.PRE) — 22KB
• tm2533803d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On December 17, 2025, Xcel Brands, Inc. (the "Company" or "Xcel") entered into a Securities Purchase Agreement (the "Purchase Agreement") with several institutional and accredited investors (the "Purchasers") for the issuance and sale in a private placement (the "Private Placement") of securities for gross proceeds at the Closing Date (as defined below) of $2.05 million. The Purchase Agreement provides for the issuance and sale of (i) 977,592 shares (the "Shares") of the Company's common stock, par value of $0.001 per share (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase from the Company a total of 692,463 shares of Common Stock (the "Pre-Funded Warrant Shares"), at an exercise price per share equal to $0.001, and (iii) warrants (the "Warrants") to purchase from the Company a total of 835,023 shares of Common Stock (the "Warrant Shares"), at an exercise price per share equal to $3.00. The closing of the Private Placement occurred on December 18, 2025 (the "Closing Date"). Robert W. D'Loren, Chairman and Chief Executive Officer of the Company, agreed to purchase 81,466 Shares and 40,733 Warrants for a total purchase price of $100,000. The aggregate net proceeds to the Company from the sale of the Shares and Pre-Funded Warrants, after deducting the placement agent fees and other estimated offering expenses payable by the Company, are estimated to be approximately $1.75 million. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Company issued a press release announcing the pricing of the Private Placement, which has been filed as Exhibit 99.1 to this report. Pursuant to the Placement Agency Agreement, dated December 17, 2025 (the "Placement Agency Agreement"), by and between the Company and Wellington Shields & Co. LLC (the "Placement Agent"), the Placement Agent served as the exclusive placement

02

Item 3.02. Unregistered Sales of Equity Securities. The securities 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 Purchasers represented in the Purchase Agreement, among other things, that such Purchaser was acquiring the Securities for investment for the Purchaser's account and that the Purchaser was an "accredited investor" within the meaning of Regulation D.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement. 10.2 Placement Agency Agreement, by and between Xcel Brand, Inc. and Wellington Shields & Co. LLC 99.1 Press Release of Xcel Brands, Inc. dated December 17, 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 18, 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