Xcel Brands (NASDAQ: XELB) switches auditors again, hires Wolf & Company

Rhea-AI Filing Summary

Xcel Brands, Inc. reported a change in its independent auditor. On September 15, 2025, the audit committee dismissed CBIZ CPAs P.C. as the company’s independent registered accounting firm and, on the same date, approved the engagement of Wolf & Company, PC for the fiscal year ending December 31, 2025, including the interim period ending September 30, 2025.

CBIZ CPAs, which had been appointed in May 2025 after the dismissal of Marcum LLP, did not issue any audit reports for Xcel Brands. The company states there were no disagreements with CBIZ CPAs on accounting principles, financial disclosure, or audit scope, and no reportable events other than a previously disclosed material weakness related to not filing its Form 10-K and Form 10-Q on time because it relies on a third party to provide financial information for an unconsolidated affiliate.

Insights

Accounting & Governance Analyst

Xcel Brands changes auditors again amid an existing filing-related control weakness.

Xcel Brands’ audit committee has dismissed CBIZ CPAs P.C. and engaged Wolf & Company, PC as the new independent registered public accounting firm for the year ending December 31, 2025. CBIZ CPAs was only engaged in May 2025 after Marcum LLP’s dismissal and did not issue any audit reports during its short tenure.

The company states there were no disagreements with CBIZ CPAs on accounting principles, financial statement disclosure, or audit scope, and identifies no reportable events other than a previously disclosed material weakness. That weakness stems from delayed SEC filings because Xcel Brands depends on a third party for financial data related to an unconsolidated affiliate, which affected the timing of its Form 10-K and Form 10-Q.

For investors, consecutive auditor changes within a year and a continuing material weakness in internal control around financial reporting introduce governance and reporting-quality considerations. Future periodic reports for periods ending on or before December 31, 2025 will indicate how effectively the company and its new auditor address these control issues.

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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): September 15, 2025

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-37527		76-0307819
(State or Other Jurisdiction of Incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)
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1333 Broadway, 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 Global Select Market

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Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On September 15, 2025, the Audit Committee of the Board of Directors of Xcel Brands, Inc. (the “Company”) dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered accounting firm. The Company informed CBIZ CPAs of its termination on September 16, 2025.

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As previously disclosed in a Current Report on Form 8-K filed on May 29, 2025, on May 27, 2025 Marcum LLP was dismissed, and CBIZ CPAs was appointed, as the Company’s independent registered public accounting firm. CBIZ CPAs did not issue an audit report on the Company’s financial statements.

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From May 27, 2025 through the date of CBIZ CPAs’ dismissal, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to CBIZ CPA’s satisfaction, would have caused CBIZ CPAs to make reference to the subject matter of the disagreement in connection with its reports, if CBIZ CPAs had issued such a report and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K., except for the material weakness relating to fact that the Company was unable to file its Annual Report on Form 10-K and Quarterly Report on Form 10-Q within the time specified in SEC rules and forms, as management did not maintain appropriately designed entity-level controls impacting Information and Communication and Monitoring, related to a material asset. The Company is dependent on a third party to report financial information related to an investment in an unconsolidated affiliate. The timing of the receipt of information from the third party did not permit adequate time to meet SEC deadlines for the Company’s required filings. and. CBIZ CPAs did not issue any audit report during the period of its engagement.

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In accordance with Item 304(a)(3) of Regulation S-K, the Company provided CBIZ CPAs with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that CBIZ CPAs furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of CBIZ CPAs’ letter, dated September 19, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

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(b) Appointment of New Independent Registered Public Accounting Firm

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On September 15, 2025, Audit Committee approved the engagement of Wolf & Company, PC (“Wolf”) as the Company’s independent registered public accounting firm and formally engaged Wolf on September 16, 2025. Wolf’s appointment will be for the Company’s fiscal year ending December 31, 2025, and related interim period ending September 30, 2025.

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During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and for the subsequent interim period through September 16, 2025, neither the Company nor anyone on its behalf consulted Wolf regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that Wolf concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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16.1	Letter from CBIZ CPAs P.C. letter dated September 19, 2025.
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XCEL BRANDS, INC.			​
(Registrant)			​
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By:	/s/ James F. Haran		​
	Name:	James F. Haran	​
	Title:	Chief Financial Officer	​
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Date: September 19, 2025			​

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FAQ

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

Xcel Brands disclosed that its audit committee dismissed CBIZ CPAs P.C. on September 15, 2025 and approved the engagement of Wolf & Company, PC as its independent registered public accounting firm for the fiscal year ending December 31, 2025, including the interim period ending September 30, 2025.

Did Xcel Brands report any disagreements with CBIZ CPAs?

The company states that from May 27, 2025 through CBIZ CPAs’ dismissal, there were no disagreements on accounting principles, financial statement disclosure, or audit scope that would have required reference in an audit report, and there were no reportable events other than a previously disclosed material weakness.

What material weakness in internal control did Xcel Brands highlight?

Xcel Brands refers to a material weakness arising from its inability to file its Form 10-K and Form 10-Q within required SEC deadlines because management did not maintain appropriately designed entity-level controls over Information and Communication and Monitoring related to a material asset, and the company depends on a third party for financial information about an unconsolidated affiliate.

Did CBIZ CPAs issue any audit reports for Xcel Brands?

No. The filing states that CBIZ CPAs did not issue any audit report on Xcel Brands’ financial statements during the period of its engagement.

How did Xcel Brands involve CBIZ CPAs in the disclosure of its dismissal?

In line with Item 304(a)(3) of Regulation S-K, Xcel Brands provided CBIZ CPAs a copy of the disclosure before filing and requested a letter to the SEC stating whether CBIZ CPAs agreed with the statements. A letter from CBIZ CPAs dated September 19, 2025 is filed as Exhibit 16.1.

Did Xcel Brands previously consult Wolf & Company before this engagement?

The company states that during its two most recent fiscal years ended December 31, 2024 and December 31, 2023, and through September 16, 2025, neither it nor anyone on its behalf consulted Wolf regarding the application of accounting principles, the type of audit opinion, or any matter involving a disagreement or reportable event under Item 304 of Regulation S-K.