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Xcel Brands, Inc. filed an amendment to its annual report for the year ended December 31, 2025. The amendment’s sole purpose is to update auditor consent Exhibits 23.1 and 23.2 to reference the company’s Form S-3 registration statement No. 333-276698.
No other portions of the original annual report are revised. The aggregate market value of common equity held by non-affiliates was $1,661,000 as of June 30, 2025, and 5,913,492 shares of common stock were outstanding as of April 10, 2026.
XCel Brands, Inc. CEO and Chairman Robert W. D'Loren received a stock award of 16,454 shares of common stock on June 30, 2026, granted under his employment agreement in lieu of cash salary. To cover the related withholding tax liability, 7,454 shares were surrendered back to the company. Following these transactions, he held 757,391 shares directly, plus indirect holdings of 60,731 shares through Clearmarkets Capital, LLC and 1,742 shares through an irrevocable trust for which he has sole voting and dispositive power.
Xcel Brands, Inc. furnished an investor presentation as Exhibit 99.1 in a current report. The material is provided under Item 7.01 as a Regulation FD disclosure and is expressly treated as “furnished,” not “filed,” which limits its use in certain legal contexts.
The company notes that the presentation includes forward-looking statements and directs readers to its existing safe harbor statement and risk factors in periodic SEC reports for a fuller discussion of potential risks and uncertainties.
XCel Brands, Inc. reported insider equity compensation activity for CEO and Chairman Robert W. D’Loren. On May 29, 2026, he was awarded 13,617 shares of Common Stock at $2.13 per share under his employment agreement in lieu of cash salary. On the same date, 6,168 shares at $2.13 per share were surrendered to the company to cover withholding tax related to this stock award. Following these transactions, he directly holds 740,937 shares of Common Stock. Indirectly, 60,731 shares are held through Clearmarkets Capital, LLC (doing business as IPX Capital, LLC), which he controls, and 1,742 shares are held by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.
Xcel Brands, Inc. reported small share sales under its existing common stock purchase agreement with White Lion Capital LLC. The investor has committed to purchase up to $15.0 million of common stock, subject to conditions in the agreement.
Between May 20, 2026 and May 22, 2026, the company sold 2,500 shares at a purchase price of $1.98 per share and 5,000 shares at $2.14 per share, for total proceeds of $15,650. As of May 22, 2026, 7,500 shares had been sold under the purchase agreement.
Xcel Brands, Inc. reports Q1 2026 results showing continued losses and tight liquidity. Net licensing revenue was $1.14 million, down from $1.33 million a year earlier, and net loss was $2.49 million versus $2.80 million. Unrestricted cash fell to $0.18 million at March 31, 2026 against $12.59 million of term loan debt, and management states there is substantial doubt about the company’s ability to meet obligations within twelve months. Xcel refinanced part of its term loan in April 2026 with $2.60 million of new 12.5% senior secured notes and used restricted cash to repay $1.00 million of debt, and sold the Judith Ripka brand for $2.30 million plus potential earn-outs. Non-GAAP net loss was $1.39 million and Adjusted EBITDA was a loss of $0.70 million, reflecting a still-challenged but slightly improved loss profile.
XCel Brands, Inc. reported that CEO and Chairman Robert W. D'Loren received a stock award and had shares withheld for taxes. He was granted 13,905 shares of common stock at $2.13 per share, issued under his employment agreement in lieu of cash salary.
To cover the related withholding tax liability, 6,862 shares of common stock at $2.13 per share were surrendered to the company as a tax-withholding disposition. After these compensation-related entries, he holds 740,350 shares directly, plus indirect holdings through Clearmarkets Capital, LLC and an irrevocable trust.
Xcel Brands, Inc. entered into a material definitive asset purchase agreement involving its Judith Ripka business. The company, through subsidiaries Xcel IP Holdings, LLC and JR Licensing, LLC, agreed to sell substantially all assets of JR Licensing, including the “Judith Ripka” brand name and trademarks, to Judith Ripka Designs, LLC.
The terms provide for a $2.3 million cash payment at closing and up to an additional $0.75 million of contingent consideration. This transaction represents a significant brand and intellectual property sale within Xcel Brands’ portfolio.
Xcel Brands, Inc. has filed an amended Form S-1 registering 13,628,865 shares of common stock for resale by existing security holders. The shares include stock and warrant shares from a December 2025 private placement and shares tied to a $15.0 million Common Stock Purchase Agreement with White Lion Capital.
The company is not selling shares under this prospectus and will not receive proceeds from Selling Stockholder resales, though it may receive up to $15.0 million from future issuances to White Lion and additional cash from warrant exercises. The registered amount is approximately 227% of the 6,014,071 shares outstanding as of April 17, 2026, which the company notes could significantly pressure its trading price.