Xcel Brands sells $15,650 in stock to investor

Xcel Brands, Inc. reported small share sales under its existing common stock purchase agreement with White Lion Capital LLC.

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Filing shows modest use of an existing equity purchase facility.

Xcel Brands is drawing slightly on its common stock purchase agreement with White Lion Capital, selling 7,500 shares for $15,650. The agreement allows up to $15.0 million of purchases, so this activity represents an early, limited use.

The purchases are priced using averages of low trading prices on specified days, which ties proceeds to market conditions. Actual future use of the facility will depend on the company’s funding needs and market prices, as governed by the agreement’s conditions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Equity commitment size: $15.0 million Shares sold May 20, 2026: 2,500 shares Purchase price May 20, 2026: $1.98 per share +4 more

7 metrics

Equity commitment size $15.0 million Maximum common stock purchases under the purchase agreement

Shares sold May 20, 2026 2,500 shares Sold at $1.98 purchase price

Purchase price May 20, 2026 $1.98 per share Common stock sold to White Lion Capital

Shares sold May 22, 2026 5,000 shares Sold at $2.14 purchase price

Purchase price May 22, 2026 $2.14 per share Common stock sold to White Lion Capital

Total proceeds as of May 22, 2026 $15,650 Accumulated proceeds under the purchase agreement

Total shares sold as of May 22, 2026 7,500 shares Accumulated shares sold under the purchase agreement

Key Terms

common stock purchase agreement, registration rights agreement, Emerging growth company, Nasdaq Capital Market

4 terms

common stock purchase agreement financial

"entered into a common stock purchase agreement (the “Purchase Agreement”)"

A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.

registration rights agreement regulatory

"and a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Capital Market market

"Common Stock, par value $0.001 per share | XELB | Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Xcel Brands (XELB) disclose in this Form 8-K?

Xcel Brands disclosed recent sales of common stock to White Lion Capital under an existing purchase agreement. It reported selling 7,500 shares between May 20 and May 22, 2026, generating total proceeds of $15,650 as part of a larger $15.0 million commitment.

How many Xcel Brands shares were sold to White Lion Capital?

Xcel Brands sold a total of 7,500 shares of common stock to White Lion Capital. The company completed two transactions, selling 2,500 shares on May 20, 2026, and 5,000 shares on May 22, 2026, under the existing common stock purchase agreement.

How much cash did Xcel Brands receive from these stock sales?

Xcel Brands received $15,650 in proceeds from these share sales. The company sold 2,500 shares at a $1.98 purchase price and 5,000 shares at $2.14, with the aggregate amount reported as accumulated proceeds under the purchase agreement.

What is the size of Xcel Brands’ equity commitment with White Lion Capital?

The investor has committed to purchase up to $15.0 million of Xcel Brands’ common stock. This commitment is governed by a common stock purchase agreement and a registration rights agreement, with purchases subject to specified limitations and conditions in the agreement.

What pricing terms applied to Xcel Brands’ recent share sales?

The filing shows purchase prices of $1.98 per share on May 20, 2026, and $2.14 per share on May 22, 2026. These were tied to an “Average 3 Lowest Trades” metric specified for each purchase date under the common stock purchase agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 06:49 PM Learn about SEC filing dates

0001083220false00010832202026-05-202026-05-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 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)

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Registrant’s telephone number, including area code (347) 727-2474

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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:

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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

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Item 8.01Other Events

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As previously reported, 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”), subject to certain limitations and satisfaction of the conditions set forth in the Purchase Agreement.

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On May 20, 2026, through May 22, 2026, the Company made payments set forth below under the terms and conditions of the Purchase Agreement.

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Date of Purchase	​ ​ ​	Number of Shares	​ ​ ​	Average 3 Lowest Trades		​ ​ ​	Purchase Price
05/20/2026	​	2,500	​	$	1.98	​	$	4,950
05/22/2026	​	5,000	​	$	2.14	​	$	10,700

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As of May 22, 2026, the accumulated amount of proceeds and shares sold under the Purchase Agreement were $15,650 and 7,500, respectively.

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2

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: May 22, 2026			​

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 10.5 KB