Xcel Brands (NASDAQ: XELB) launches at-the-market stock sale
Rhea-AI Filing Summary
Xcel Brands, Inc. (XELB) entered into an Equity Distribution Agreement with Maxim Group LLC, allowing the company to offer and sell up to $10,000,000 maximum aggregate offering price of its common stock from time to time. These shares are registered under an existing Form S-3 shelf registration statement that was declared effective by the SEC on February 6, 2024, and are covered by a prospectus supplement dated August 18, 2026.
Maxim Group LLC will act as sales agent or principal and may conduct sales as an “at-the-market offering” under Rule 415(a)(4) on the Nasdaq Capital Market or through other permitted methods, including certain privately negotiated transactions. Xcel Brands will pay the agent a 3.0% commission on the gross sales price of all shares sold. The arrangement can be terminated upon the sale of all registered shares or by either party under the agreement’s termination provisions.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM Program Size: $10,000,000 maximum aggregate offering price
Agent Commission: 3.0% of the gross sales price
Shelf Registration File Number: File No. 333-276698
+2 more
5 metrics
ATM Program Size
$10,000,000 maximum aggregate offering price
Maximum amount of common stock that may be sold under the Equity Distribution Agreement
Agent Commission
3.0% of the gross sales price
Commission payable to Maxim Group LLC on all shares sold under the agreement
Shelf Registration File Number
File No. 333-276698
Form S-3 registration statement covering the offered shares
Shelf Effectiveness Date
February 6, 2024
Date the Form S-3 registration statement was declared effective by the SEC
Prospectus Supplement Date
August 18, 2026
Date of prospectus supplement relating to the at-the-market offering
Key Terms
Equity Distribution Agreement, at-the-market offering, prospectus supplement, indemnification
4 terms
Equity Distribution Agreement financial
"entered into an Equity Distribution Agreement with Maxim Group LLC"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
at-the-market offering financial
"sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4)"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
prospectus supplement regulatory
"filed a prospectus supplement, dated August 18, 2026, with the SEC"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
indemnification regulatory
"agreed to indemnify the Agent against certain specified types of liabilities"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.
Offering Details
ATM
Offering
Offering Type
ATM
FAQ
What equity offering did XELB announce with Maxim Group LLC?
Xcel Brands, Inc. (XELB) entered an Equity Distribution Agreement with Maxim Group LLC to sell up to $10,000,000 of common stock. Shares may be offered from time to time under the company’s effective Form S-3 shelf registration statement.
What is the maximum amount XELB can raise under this at-the-market program?
Xcel Brands can sell up to a $10,000,000 maximum aggregate offering price of its common stock. Sales will occur over time under the Equity Distribution Agreement with Maxim Group LLC as sales agent or principal.
How much commission will XELB pay Maxim Group LLC on stock sales?
Xcel Brands will pay Maxim Group LLC a 3.0% commission on the gross sales price of all shares sold. This fee applies to sales conducted under the Equity Distribution Agreement, including at-the-market transactions on the Nasdaq Capital Market.
Is XELB’s at-the-market offering already registered with the SEC?
Yes. The shares are registered under Xcel Brands’ Form S-3 registration statement (File No. 333-276698), declared effective on February 6, 2024. A prospectus supplement dated August 18, 2026, covers the at-the-market offering program.
How can the Equity Distribution Agreement for XELB’s ATM program be terminated?
The offering ends when all registered shares are sold or the agreement is terminated. Xcel Brands or Maxim Group LLC may terminate under specified provisions, and the company may stop soliciting purchase offers by written notice to the agent.
AI-generated analysis. How Rhea-AI works. Not financial advice.
