XCel Brands gets until March 29, 2027 to meet $1 rule

Q: How long does XELB have to regain Nasdaq bid-price compliance?

Nasdaq gave XCel Brands 180 calendar days, through March 29, 2027, to regain compliance. It can do so if the closing bid price is at least $1.00 for a minimum of 10 consecutive business days during that period.

A closing bid of at least $1.00 for 10 consecutive business days would satisfy the stated price test.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

XCel Brands, Inc. (XELB) received a Nasdaq notice that its common stock had been below the $1.00 minimum bid price for 30 consecutive business days, leaving the company out of compliance with Nasdaq’s listing requirement. Nasdaq provided 180 calendar days, through March 29, 2027, to regain compliance.

To regain compliance during that period, the closing bid price must be at least $1.00 for a minimum of 10 consecutive business days. XCel Brands may be eligible for additional time, but its shares could be subject to delisting if compliance is not regained within the applicable period. The company plans to monitor its bid price and consider options; it said there is no assurance it will regain compliance.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Major point. Forward-looking: it has not happened yet and may not happen.Nasdaq bid-price deficiency: 180-day cure period, with delisting possible if unresolved.

Filing Explained

If compliance is not restored by March 29, 2027, Xcel may seek another compliance period, but would need to notify Nasdaq in writing of a reverse-split cure if needed, and Nasdaq staff would assess whether it can cure; such a split reduces share count and proportionally raises the per-share price.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price: $1.00 per share Period below minimum bid price: 30 consecutive business days Initial compliance period: 180 calendar days +2 more

5 metrics

Minimum bid price $1.00 per share Nasdaq continued-listing requirement

Period below minimum bid price 30 consecutive business days Basis for Nasdaq's notice

Initial compliance period 180 calendar days Through March 29, 2027

Closing bid price to regain compliance At least $1.00 per share Required for a minimum of 10 consecutive business days

Consecutive business days at required bid price 10 Minimum period to regain compliance

Key Terms

minimum bid price requirement, closing bid price, second compliance period, reverse stock split

4 terms

minimum bid price requirement regulatory

"did not meet the minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

closing bid price market

"the closing bid price ... is at least $1.00"

The closing bid price is the last price that a buyer was willing to pay for a security at the end of the trading day. It reflects the final visible demand for the stock — like the last offer someone makes for a used car before a yard closes — and helps investors gauge market interest, set valuations, and mark portfolios to market for that day.

second compliance period regulatory

"during the second compliance period"

reverse stock split market

"by effecting a reverse stock split, if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

How long does XELB have to regain Nasdaq bid-price compliance?

Nasdaq gave XCel Brands 180 calendar days, through March 29, 2027, to regain compliance. It can do so if the closing bid price is at least $1.00 for a minimum of 10 consecutive business days during that period.

What happens if XELB does not meet Nasdaq's minimum bid-price rule?

XCel Brands may be eligible for an additional compliance period under Nasdaq rules. For that period, it would need to give Nasdaq written notice of its intent to cure the deficiency by effecting a reverse stock split, if necessary; Nasdaq staff would assess whether it could cure. Nasdaq may ultimately issue a delisting notice, which XCel Brands may appeal to a hearings panel.

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

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Available on EDGAR 10/02/2026 - 04:55 PM Accepted by SEC EDGAR 10/02/2026 - 04:55 PM

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): September 29, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 29, 2026, Xcel Brands, Inc. (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days. Therefore, the Company did not meet the minimum bid price requirement set forth in the Nasdaq Listing Rules.

The letter also states that pursuant to Nasdaq Listing Rules 5810(c)(3)(A), the Company will be provided 180 calendar days to regain compliance with the minimum bid price requirement, or until March 29, 2027.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company can regain compliance if, at any time during such 180-day period, the closing bid price of the Company’s common stock is at least $1.00 for a minimum period of 10 consecutive business days. If by March 29, 2027, the Company does not regain compliance with the Nasdaq Listing Rules, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii). The Company would also need to provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will make a determination of whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting.

If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting from the Nasdaq Capital Market. At such time, the Company may appeal the delisting determination to a hearings panel.

The Company intends to monitor its closing bid price and the market value of its publicly held common stock between now and March 29, 2027, and will consider available options to resolve the Company’s noncompliance with the minimum bid price requirement, as may be necessary. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

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: October 2, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents