Every 8-K that XCEL BRANDS INC. (XELB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XELB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XELB filings page.
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.
Xcel Brands, Inc. furnished an investor presentation as Exhibit 99.1 in a current report. The material is provided under Item 7.01 as a Regulation FD disclosure and is expressly treated as “furnished,” not “filed,” which limits its use in certain legal contexts.
The company notes that the presentation includes forward-looking statements and directs readers to its existing safe harbor statement and risk factors in periodic SEC reports for a fuller discussion of potential risks and uncertainties.
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.
Xcel Brands, Inc. entered into a material definitive asset purchase agreement involving its Judith Ripka business. The company, through subsidiaries Xcel IP Holdings, LLC and JR Licensing, LLC, agreed to sell substantially all assets of JR Licensing, including the “Judith Ripka” brand name and trademarks, to Judith Ripka Designs, LLC.
The terms provide for a $2.3 million cash payment at closing and up to an additional $0.75 million of contingent consideration. This transaction represents a significant brand and intellectual property sale within Xcel Brands’ portfolio.
Xcel Brands, Inc. entered into a Senior Note Issuance and a significant loan amendment. On April 14, 2026, investors including Smithline Family Trust II, Quick Capital and IPX purchased 12.5% Senior Secured Notes due April 13, 2027 with original principal of $3,005,780.35, plus 100,579 common shares, secured by substantially all company and subsidiary assets.
The notes are convertible after default, generally at $1.165 per share (with a later variable formula), while IPX’s note converts at $1.435 per share, subject to a 19.9% Nasdaq share cap unless stockholders approve more. A Seventh Amendment to the Loan and Security Agreement reset terms, left Term Loan A at $500,000 maturing September 20, 2027 and Term Loan B at $10,083,669.24 maturing December 12, 2028, and subordinated these loans to the new Secured Notes.
Xcel Brands, Inc. amended its Loan and Security Agreement on March 20, 2026. The Sixth Amendment authorizes the administrative agent to move up to $500,000 from a blocked account into a cash collateral account securing the company’s loan obligations.
The agent may either apply any portion of this $500,000 to repay Term Loan A or return it to Xcel, in each case at the lenders’ sole discretion. The amendment also reduces the liquid asset covenant to $500,000 minus any of this cash used to repay Term Loan A while First Out Obligations remain outstanding, and to $0 after those obligations are fully repaid. In addition, the transaction closing date under the agreement was extended to March 24, 2026.
Xcel Brands, Inc. amended its Loan and Security Agreement with its lenders and FEAC Agent, LLC. Under the Fifth Amendment, the company committed to prepay $500,000 on Term Loan A, funded from a blocked account if sufficient cash is available.
The amendment also reduced the liquid asset covenant requirement to $500,000 while the First Out Obligations remain outstanding and extended the transaction closing date to March 6, 2026, providing more time under the revised lending terms.
Xcel Brands, Inc. entered into a common stock purchase agreement with White Lion Capital, giving the company the right, but not the obligation, to sell up to $15.0 million of its common stock over a 24‑month period. The investor is required to buy shares when Xcel delivers properly timed purchase notices, using pricing formulas tied to recent market trading, including Regular, Rapid and VWAP-based purchases.
Total issuable shares under this arrangement, together with commitment shares, are capped at 1,178,173 shares, equal to 19.99% of the shares outstanding immediately before signing, and White Lion’s ownership is limited to 4.99%, which it can increase to 9.99% with notice. Xcel will also issue commitment shares valued at $37,500 and pay Maxim Group LLC a 4.0% cash fee on gross proceeds from sales. The company currently plans to use any proceeds for working capital and general corporate purposes and has agreed to file a Form S-1 to register the resale of the shares.
Xcel Brands, Inc. reported that on October 7, 2025 it entered into a Third Amendment and Consent to its Loan and Security Agreement with its lenders and FEAC Agent, LLC as administrative and collateral agent. Under this amendment, the lenders and agents consented to a transfer that includes terminating a pledge agreement and releasing their liens on the equity interests of IM Topco, LLC. The amendment also reduces Xcel’s minimum liquid asset covenant requirement to $1,000,000, giving the company a lower liquidity threshold to maintain under the credit facility. In connection with the amendment, Xcel made a loan prepayment of $250,000, of which $140,000 was paid from a blocked account.
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.
Xcel Brands, Inc. filed a current report to note that it issued a press release with its financial results for the quarter ended June 30, 2025. The release, furnished as Exhibit 99.1, includes both U.S. GAAP and non-GAAP financial measures, along with explanations and reconciliations between them.
On 17 June 2025, Xcel Brands, Inc. (NASDAQ: XELB) convened a Special Meeting where shareholders voted on two critical corporate actions. A quorum of 1,637,039 shares (≈68.6% of the 2,386,325 outstanding) was present.
1. Warrant Exercise Proposal. Shareholders approved, under Nasdaq Rule 5635, the issuance of common stock exceeding 19.99% of outstanding shares upon exercise of refinancing-related warrants. The motion passed with 1,020,922 votes for, 5,503 against, 540 abstentions and 610,074 broker non-votes. The approval removes a regulatory barrier and allows the company to complete its April 21, 2025 refinancing terms.
2. Reverse Stock Split Proposal. Investors authorised the Board, at its discretion, to execute a reverse split between 1-for-2 and 1-for-5 any time before 25 March 2026. This measure passed decisively with 1,613,691 votes for, 23,019 against and 329 abstentions. The flexibility could help Xcel maintain Nasdaq listing standards by boosting its per-share price.
No additional matters required a vote. Collectively, the approvals provide management with enhanced capital-raising and compliance tools, though they introduce potential dilution and share-count reduction depending on future execution.