false
0001083220
0001083220
2026-02-20
2026-02-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 20, 2026
XCEL BRANDS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-37527 |
|
76-0307819 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
|
|
550 Seventh Avenue, 11th Floor,
New York, New York |
|
|
|
10018 |
| (Address of Principal Executive
Offices) |
|
|
|
(Zip Code) |
Registrant’s telephone number, including
area code (347) 727-2474
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
XELB |
Nasdaq Capital Market |
| Item 1.01 |
Entry into a Material Definitive Agreement |
| Item 2.03 |
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 Lenders (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”). Pursuant to the Amendment, (i) the Company committed to make a prepayment of $500,000 on Term Loan A (paid from the Blocked Account (as defined in the Loan and Security Agreement) to the extent there are sufficient funds); (ii) the liquid asset covenant requirement, at all times prior to the repayment in full of the First Out Obligations (as defined in the Loan and Security Agreement), was reduced to $500,000; and (iii) the transaction closing date was extended to March 6, 2026.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
| 10.1 |
Fifth Amendment to Loan and Security Agreement |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| XCEL BRANDS, INC. |
|
| (Registrant) |
|
| |
|
| By: |
/s/ James F. Haran |
|
| |
Name: |
James F. Haran |
|
| |
Title: |
Chief Financial Officer |
|
Date: February 24, 2026
