[NT 10-Q] XCel Brands, Inc. SEC Filing

Rhea-AI Filing Summary

Xcel Brands, Inc. filed a Form 12b-25 to notify a late filing of its Form 10-Q for the quarter ended September 30, 2025, citing delays in completing the audit as management needs more time to compile and verify required data. The company expects to file within the allowed extension period.

Preliminary results for the three months ended September 30, 2025 indicate revenues of approximately $1.12 million, down from about $1.91 million a year earlier, and gross profit of about $1.12 million versus $1.50 million. Net loss is expected to be roughly $7.90 million, compared with $9.21 million last year, with net loss per share of about $2.02 versus $3.92.

For the nine months ended September 30, 2025, revenues are estimated at about $3.77 million versus $7.05 million a year earlier, and net loss at roughly $14.68 million compared with $15.31 million, with net loss per share of about $5.06 versus $6.82. The revenue decline is attributed primarily to the divestiture of the Lori Goldstein business.

Insights

Equity analyst

Late 10-Q filing with sharply lower revenue but a somewhat smaller net loss.

Xcel Brands disclosed a delayed Form 10-Q filing and provided estimated results for the quarter and nine months ended September 30, 2025. The delay is attributed to additional time needed to compile and verify data as part of completing the audit, while the company plans to file within the standard extension window allowed by Form 12b-25.

Operationally, the business shows a significant top-line contraction: quarterly revenue is expected at about $1.12 million versus $1.91 million, and nine-month revenue at about $3.77 million versus $7.05 million. Despite this, net loss narrows modestly, with quarterly net loss projected at roughly $7.90 million compared with $9.21 million, helped by improved primary operating results and a $1.35 million smaller loss from an equity investee.

Management attributes the nine-month revenue decline primarily to the divestiture of the Lori Goldstein business, signaling a smaller ongoing revenue base but potentially a more focused portfolio. Net loss per share estimates of about $2.02 for the quarter and $5.06 for the nine months, both improved from the prior-year periods after giving effect to a 1-for-10 reverse split effective March 25, 2025, frame the current scale of losses on a per-share basis.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ​	​
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FORM 12b-25 ​	SEC FILE NUMBER 000-37527
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NOTIFICATION OF LATE FILING	CUSIP NUMBER 09858M105

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(Check One):  ☐  Form 10-K  ☐  Form 20-F  ☐ Form 11-K  ☒  Form 10-Q   ☐ Form 10-D  ☐  Form N-SAR  ☐ Form N-CSR

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For Period Ended: September 30, 2025

☐    Transition Report on Form 10-K

☐    Transition Report on Form 20-F

☐    Transition Report on Form 11-K

☐    Transition Report on Form 10-Q

☐    Transition Report on Form N-SAR

For the Transition Period Ended:______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

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Xcel Brands, Inc.

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Full Name of Registrant

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Former Name If Applicable

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550 Seventh Avenue

Address of Principal Executive Office (Street and Number)

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New York, New York 10018

City, State and Zip Code

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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	​	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	​	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Quarterly Form 10-Q for the quarterly period ended September 30, 2025 within the prescribed period because of a delay in completing the audit for this period as a result of management requiring additional time to compile and verify the data required to be included in the report. Registrant expects to file within the extension period.

(Attach Extra Sheets if Needed)

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PART IV -- OTHER INFORMATION

(1)        Name and telephone number of person to contact in regard to this notification

James F. Haran		(347)		532-5891
(Name)	​	(Area Code)	​	(Telephone Number)

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(2)       Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒  Yes  ☐ No

(3)       Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒  Yes  ☐  No

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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

See attachment.

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Xcel Brands, Inc.

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(Name of Registrant as Specified in Charter)

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has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

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Date: November 14, 2025	By:	/s/James F. Haran
​	​	James F. Haran
​	​	Chief Financial Officer

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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

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ATTENTION

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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).

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ATTACHMENT TO PART IV-ITEM (3) OF

FORM 12B-25

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Xcel Brands, Inc.

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WITH RESPECT TO ITS FORM 10-Q FOR THE

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

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The Registrant estimates that its results of operations for the three months and nine ended September 30, 2025, as reflected in its consolidated statements of operations to be included in its Form 10-Q for the three and nine months ended September 30, 2025, will reflect the following changes:

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For the three months ended September 30, 2025, the Registrant expects to report a decrease in revenues to approximately $1.12 million from approximately $1.91 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, the Registrant expects to report a decrease in gross profit to approximately $1.12 million from approximately $1.50 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, the Registrant expects to report a net loss of approximately $7.90 million, compared to a net loss of approximately $9.21 million for the three months ended September 30, 2024. The decrease in net loss for the three months ended September 30, 2025 was primarily attributable to a $0.3 million improvement in the Company’s primary operating results, and $1.35 million decrease in the loss from equity investee from the prior year quarter.

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Also, for the three months ended September 30, 2025, the Registrant expects to report net loss per share - basic and diluted - of approximately $2.02 compared to net loss per share – basic and diluted - of $3.92 for the three months ended September 30, 2024.

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For the nine months ended September 30, 2025, the Registrant expects to report a decrease in revenues to approximately $3.77 million from approximately $7.05 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, the Registrant expects to report a net loss of approximately $14.68 million, compared to a net loss of approximately $15.31 million for the nine months ended September 30, 2024. The decrease in revenues for the nine months ended September 30, 2025 was primarily attributable to the divestiture of the Lori Goldstein business.

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Also, for the nine months ended September 30, 2025, the Registrant expects to report net loss per share - basic and diluted - of approximately $5.06 compared to net loss per share – basic and diluted - of $6.82 for the nine months ended September 30, 2024.

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Net loss per share for the three and nine months ended September 30, 2024, have been adjusted to give effect to a 1-for 10 share reverse split of the Registration’s outstanding common stock which was effected on March 25, 2025.

FAQ

Why did Xcel Brands (XELB) file a Form 12b-25 for its Q3 2025 10-Q?

Xcel Brands filed Form 12b-25 because it could not file its Form 10-Q for the quarter ended September 30, 2025 within the prescribed time, citing a delay in completing the audit as management needs additional time to compile and verify data.

What revenue does Xcel Brands (XELB) expect for Q3 2025?

For the three months ended September 30, 2025, Xcel Brands expects to report revenues of approximately $1.12 million, down from about $1.91 million for the same period in 2024.

How is Xcel Brands net loss changing in Q3 2025 versus Q3 2024?

The company expects a Q3 2025 net loss of about $7.90 million, compared with a net loss of roughly $9.21 million in Q3 2024, mainly due to improved primary operating results and a $1.35 million smaller loss from an equity investee.

What are Xcel Brands estimated nine-month 2025 results?

For the nine months ended September 30, 2025, Xcel Brands estimates revenues of about $3.77 million versus $7.05 million a year earlier and a net loss of around $14.68 million compared with $15.31 million for the prior-year period.

Why did Xcel Brands revenue decline for the nine months ended September 30, 2025?

The company states that the decrease in revenues for the nine months ended September 30, 2025 was primarily attributable to the divestiture of the Lori Goldstein business.

What net loss per share does Xcel Brands (XELB) expect to report for Q3 and the first nine months of 2025?

Xcel Brands expects net loss per share, basic and diluted, of about $2.02 for Q3 2025 versus $3.92 a year earlier, and about $5.06 for the nine months ended September 30, 2025 versus $6.82 for the same period in 2024, reflecting a 1-for-10 reverse split effective March 25, 2025.