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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry Into a Material Definitive Agreement On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, includ…
Creation of a Direct Financial Obligation Under or an Off-balance Sheet Arrangement of a Registrant On the Senior Note Closing Date, the Company and certain direct and indirect subsidiaries of the Company (the “Subsidiary Guarantors”) entered into certain agreements with Smithline Family Trust II (“SFT”), Quick Capital, LLC (“Quick”) and Clear Markets Capital, LLC, a company controlled by Robert W. D’Loren, Chairman and Chief Executive Officer of the Company (“IPX”; SFT, Quick and IPX, coll…
Sale of Unregistered Equity Securities In connection with the Senior Note Issuance, the Company issued to the Purchasers 100,579 shares of its Common Stock, of which 1,472 shares of common stock were issued to IPX. The issuance of the Secured Notes and the Company’s Common Stock to the Purchasers pursuant to the Senior Note Issuance referenced above were not registered under the Securities Act and was not a “public offering” as defined in Section 4(a)(2) of the Securities Act due to the i…
Entry into a Material Definitive Agreement On April 14, 2026 (the “Senior Note Closing Date”), the Company and certain of its subsidiaries entered into certain agreements with Smithline Family Trust II (“SFT”), Quick Capital, LLC (“Quick”) and Clear Markets Capital, LLC, a company controlled by Robert W. D’Loren, Chairman and Chief Executive Officer of the Company (“IPX”; SFT, Quick and IPX, collectively, the “Purchasers”) pursuant to which the Purchasers purchased senior secured notes from…
Entry into a Material Definitive Agreement
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On March 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Sixth Amendment to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of December 12, 2024, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral ag…
Creation of a Direct Financial Obligation Under or an Off-balance Sheet Arrangement of a Registrant On February 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Fifth Amendment to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of December 12, 2024, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the…
Entry into a Material Definitive Agreement
Entry into a Material Definitive Agreement. Purchase Agreement On January 21, 2026 (the “Execution Date”), Xcel Brands, Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with White Lion Capital, LLC (the “Investor”), pursuant to which the Investor has committed to purchase up to $15.0 million of the Company’s common stock, par value $0.001 per share (the “Common Stock”), sub…
in its entirety. In the Purchase Agreement, the Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act). The Commitment Shares and the Purchase Notice Shares will be issued and sold by the Company to the Investor in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regu…
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 f…
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…
Entry into a Material Definitive Agreement On October 7, 2025, Xcel Brands, Inc. (“Xcel”) entered into the Third Amendment and Consent to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of June 30, 2025, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its suc…
Entry into a Material Definitive Agreement On September 26, 2025, Xcel Brands, Inc. (the “Company”), IM Topco, LLC (“IM Topco”), IMWHP, LLC (“IMWHP”) and IMWHP2 LLC (“IM2”) entered into a Settlement Agreement pursuant to which the Company entered into a Membership Interest Transfer Agreement with IMWHP and IMWHP2 (the “Transfer Agreement”), Xcel-CT MFG, LLC (“Xcel-CT”), a subsidiary of the Company, was released from any further liability under certain provisions of the License Termination Agr…
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On September 15, 2025, the Audit Committee of the Board of Directors of Xcel Brands, Inc. (the “Company”) dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered accounting firm. The Company informed CBIZ CPAs of its termination on September 16, 2025. As previously disclosed in a Current Report on Form 8-K filed on May 29, 2025, on May 27, 2025 Marcum LLP was…
Results of Operations and Financial Conditions On August 14, 2025, the Registrant issued a press release announcing its financial results for the quarter ended June 30, 2025. As noted in the press release, the Registrant has provided certain non-U.S. generally accepted accounting principles (“GAAP”) financial measures, the reasons it provided such measures and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures. Readers should consider non-GAAP measures in addition to, and no…
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 In…
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…
Change in Registrant's Certifying Accountant. CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”), effective November 1, 2024. As a result of this transaction, on May 27, 2025, Marcum resigned as the independent registered public accounting firm of Xcel Brands, Inc. (the “Company”) and, with the approval of the Audit Committee of the Company’s Board of Directors, CBIZ CPAs was engaged as the Company’s independent registered public accounting firm for the year en…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2025, Xcel Brands, Inc. (the “Company”), received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating since Nasdaq has not received the Company’s Form 10-Q for the period ended March 31, 2025, and because the Company remains delinquent in filing its Form 10-K for the year ended December 31, 2024, the Company does…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 29, 2025, Xcel Brands, Inc. (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that Nasdaq has determined that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company's failure to timely file its Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2024 with…
are incorporated under this Item 1.01 In connection with the Second Amendment, the Company issued warrants to purchase an aggregate of 1,107,455 shares of the common stock (the “UTG Warrants”) to UTG and warrants to purchase 30,000 shares of common stock (the “New Restore Warrant”) to Restore Capital (EQ-W), LLC (“Restore”) and amended warrants to purchase an aggregate of 107,333 shares of common stock held by Restore (the “Restore Warrant Amendment”) and warrants previously issued to affil…
Entry into a Material Definitive Agreement On and effective April 15, 2025, Xcel Brands, Inc. (the “Company”), IMWHP, LLC and IMWHP2 LLC (“IM2”) entered into a Membership Interest Transfer Agreement (the “Transfer Agreement”) pursuant to which Xcel transferred to IM2 equity interests equal to 12.5% of the outstanding equity interests of IM Topco LLC (“IM Topco”), in accordance with the Membership Interest Purchase Agreement dated November 19, 2023, as amended. As a result of the transfer, X…
The warrant issuance referenced above was not registered under the Securities Act was not a “public offering” as defined in Section 4(a)(2) of the Securities Act due to the insubstantial number of persons involved, size of the offerings, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Seller and its designee each represented that it had the necessar…
of Current Report on Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in
Importance-ranked changes since the prior daily snapshot.
Valuation label changed from 'fair' to 'expensive'.
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