Xcel Brands Announces $2.05 Million Private Placement

Rhea-AI Summary

Xcel Brands (NASDAQ: XELB) entered into a securities purchase agreement for a private investment in public equity (PIPE) expected to raise approximately $2.05 million gross before fees on December 17, 2025. The offering consists of 1,670,055 shares of common stock (or pre-funded warrants) and common stock purchase warrants to buy up to 835,023 shares at a purchase price of $1.2275 per share (or pre-funded warrant).

The issued warrants are exercisable at $3.00 per share, expire five years from issuance, and were placed by Wellington Shields & Co. LLC. Proceeds are intended for general corporate purposes and working capital. The securities were offered to accredited investors under Section 4(a)(2) and Regulation D and are subject to resale registration obligations by the company.

Positive

• Gross proceeds of $2.05 million from PIPE financing
• Sale of 1,670,055 common shares (or pre-funded warrants)
• Warrants to purchase 835,023 shares, exercisable for five years

Negative

• Potential dilution from 1,670,055 shares and 835,023 warrant shares
• Warrants exercisable at $3.00 may create future overhang upon exercise
• Net proceeds reduced by placement agent fees and offering expenses

Key Figures

PIPE gross proceeds $2.05 million Private placement announced Dec 17, 2025 (before fees and expenses)

Shares offered 1,670,055 shares Common stock (or pre-funded warrants) sold in PIPE

Warrant coverage 835,023 shares Common stock purchase warrants (one-half warrant per share)

Purchase price $1.2275 per share PIPE common stock (or pre-funded warrants) pricing

Warrant exercise price $3.00 per share Exercise price for common stock purchase warrants

Warrant term 5 years Expiration from date of issuance for warrants

Market Reality Check

$1.16 Last Close

Volume Today’s volume 12,471 is about 24% of the 20-day average (51,342), indicating subdued trading ahead of the PIPE. low

Technical Shares at $1.165 are trading below the 200-day MA of $1.85 and 84.25% under the 52-week high.

Peers on Argus 1 Up 2 Down

Sector peers show mixed moves, with names like PLCE (-37.28%) and VNCE (-8.59%) down while JXG is up (+10.41%). This dispersion, alongside Argus’ note of median peer moves around -22.9%, suggests broader volatility but not a clearly aligned directional move with XELB.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 24	Partnership launch	Positive	+13.1%	Creator-led Longaberger collection partnership announcement driving lifestyle commerce focus.
Nov 19	Earnings results	Negative	-4.2%	Q3 2025 revenue decline, large net loss and brand impairment disclosure.
Nov 14	Earnings call notice	Neutral	-11.9%	Scheduling and access details for upcoming Q3 2025 earnings call.
Sep 19	Executive appointment	Positive	-6.1%	Appointment of experienced Chief Revenue Officer to support growth strategy.
Aug 14	Earnings results	Negative	-4.5%	Q2 2025 revenue decline and continued net losses despite cost reductions.

Pattern Detected

Recent news often saw negative reactions to earnings and corporate updates, while a consumer-partnership announcement drew a double‑digit gain, indicating mixed but news‑sensitive trading.

Recent Company History

Over the last six months, Xcel Brands reported weak Q2 and Q3 2025 financials with declining revenue and ongoing net losses, and disclosed capital raises to shore up the balance sheet. Corporate developments included a new Chief Revenue Officer and a creator-led Longaberger partnership, which produced a 13.05% gain. Against this backdrop of losses, going-concern language, and prior equity raises, the new $2.05M PIPE extends the pattern of balance-sheet focused actions.

Market Pulse Summary

This announcement details a $2.05M PIPE financing involving 1,670,055 shares (or pre-funded warrants) and 835,023 warrants at a $3.00 exercise price. It follows earlier 2025 equity raises and filings that cited recurring losses and substantial doubt about continuing as a going concern. Investors may focus on how far this funding extends liquidity, the impact of dilution, and whether upcoming brand and partnership initiatives can improve revenue and cash flow.

Key Terms

private investment in public equity financial

"entered into a securities purchase agreement for a private investment in public equity"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

pipe financial

"placement agent for the PIPE financing"

A "pipe" is a planned series of financial transactions or projects that companies intend to carry out over time, often involving the raising of funds or development of new assets. It matters to investors because it provides a clear picture of a company's future growth plans and potential revenue, helping them assess the company's upcoming opportunities and overall stability. Think of it as a detailed roadmap guiding a company's future steps.

pre-funded warrants financial

"shares of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common stock purchase warrants financial

"and common stock purchase warrants to purchase up to 835,023 shares"

Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.

section 4(a)(2) regulatory

"offered under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investors financial

"The securities were offered only to accredited investors."

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

registration statements regulatory

"the Company has agreed to file one or more registration statements with the SEC"

Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 17, 2025 (GLOBE NEWSWIRE) -- Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), announces today that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds to the Company of approximately $2.05 million, before deducting placement agent fees and offering expenses.

The Company intends to use the net proceeds from the offering for general corporate purposes and working capital.

Pursuant to the terms of the securities purchase agreement, the Company is selling an aggregate of 1,670,055 shares of common stock (or pre-funded warrants in lieu thereof) and common stock purchase warrants to purchase up to 835,023 shares of common stock at a purchase price of $1.2275 per share (or pre-funded warrants in lieu thereof) and one-half common stock purchase warrant, subject to certain beneficial ownership limitations set by each holder. The warrants issued in the offering are exercisable at an exercise price of $3.00 per share, subject to adjustment as provided therein, and will expire five years from the date of issuance.

Wellington Shields & Co. LLC acted as the sole placement agent for the PIPE financing.

The unregistered shares of common stock, pre-funded warrants and warrants sold in the PIPE financing described above were offered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the pre-funded warrants and warrants, have not been registered under the Act or applicable state securities laws. Accordingly, the shares of common stock, the pre-funded warrants, the warrants and the shares of common stock underlying the pre-funded warrants and warrants may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to the terms of the securities purchase agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares of common stock and the shares issuable upon exercise of the unregistered pre-funded warrants and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Xcel Brands

Xcel Brands, Inc. (NASDAQ: XELB) is 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 other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded in 2011 with a vision to reimagine shopping, entertainment, and social media as social commerce. Xcel owns the Halston, Judith Ripka, and C. Wonder brands, as well as the co-branded collaboration brands TowerHill by Christie Brinkley, Trust. Respect. Love by Cesar Millan, and GemmaMade by Gemma Stafford, and also holds noncontrolling interests or long-term license agreements in Orme Live, and Mesa Mia Live by Jenny Martinez. Xcel also owns and manages the Longaberger brand through its controlling interest in Longaberger Licensing, LLC. Xcel is pioneering a modern consumer products sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retailers, and e-commerce channels to be everywhere its customers shop. The company’s previously owned and current brands have generated in excess of $5 billion in retail sales via livestreaming in interactive television and digital channels alone, and over 20,000 hours of content production time in live-stream and social commerce. The brand portfolio reaches in excess of 46 million social media followers with broadcast reach into 200 million households. Headquartered in New York City, Xcel Brands is led by an executive team with significant live streaming, production, merchandising, design, marketing, retailing, and licensing experience, and a proven track record of success in elevating branded consumer products companies. For more information, visit www.xcelbrands.com.

For further information please contact:
Seth Burroughs
Xcel Brands, Inc.
sburroughs@xcelbrands.com

FAQ

What did XELB announce on December 17, 2025 regarding financing?

XELB announced a PIPE expected to raise approximately $2.05 million gross through sale of common shares (or pre-funded warrants) and detachable warrants.

How many shares and warrants did XELB sell in the PIPE and at what price?

The offering includes 1,670,055 common shares (or pre-funded warrants) and warrants to buy 835,023 shares at a purchase price of $1.2275 per share.

What are the warrant terms in XELB's December 17, 2025 PIPE?

Warrants issued in the offering are exercisable at $3.00 per share and expire five years from issuance.

How will XELB use the proceeds from the PIPE financing?

The company intends to use net proceeds for general corporate purposes and working capital.

Who acted as placement agent and were the securities registered?

Wellington Shields & Co. LLC acted as sole placement agent; the securities were sold to accredited investors under Section 4(a)(2) and Regulation D and are unregistered.

Will XELB register the resale of the PIPE securities?

Yes, the company agreed to file one or more registration statements with the SEC to cover resale of the unregistered shares and shares issuable upon exercise of the warrants.