Welcome to our dedicated page for Xcel Brands SEC filings (Ticker: XELB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Xcel Brands Inc. filings document the regulatory record for a media and consumer-products brand manager whose business uses licensing, design, marketing, sourcing and service arrangements. Its Securities Act registration statements describe common stock offerings, resale mechanics, purchase-agreement structures, business risks and the company’s smaller-reporting-company status.
Recent 8-K filings cover material agreements, debt obligations, amendments to loan and security agreements, senior secured notes, cash-collateral and covenant terms, equity financing arrangements, and the sale of the Judith Ripka brand assets. Other filings include Form 12b-25 notices for periodic-report timing, together with disclosures on subsidiaries, collateral, capital structure and governance matters tied to the company’s operating and financing arrangements.
XCel Brands, Inc. director Howard M. Liebman reported a disposition of company stock back to the issuer. On this Form 4, he transferred 777 shares of Common Stock to the company at a price of $2.025 per share, leaving him with 19,617 shares held directly.
XCel Brands, Inc. received an updated ownership report from investment entities associated with Paul J. Solit as of December 31, 2025. Solit is reported to beneficially own 584,806 shares of common stock, representing 9.99% of the class, including shares held by family members and shares issuable upon exercise of warrants.
Affiliated entities Potomac Capital Management Inc., Potomac Capital Management V LLC, and Potomac Capital Partners V, LP each report beneficial ownership of 477,950 shares, or 8.2% of the common stock, primarily through a fund structure. Certain warrants can be exercised within 60 days but are subject to a 9.99% ownership “blocker” that limits further exercises.
The reported percentages are based on 4,806,776 shares outstanding as of October 30, 2025 plus an additional 977,592 shares issued on December 18, 2025. The reporting parties certify that the securities were not acquired or held for the purpose of changing or influencing control of XCel Brands, other than in connection with director nomination activities permitted under the rules.
Xcel Brands CEO and Chairman Robert W. D'Loren, a director and 10% owner, reported stock-based compensation and related tax withholding. On 02/02/2026, he was awarded 20,147 shares of common stock at $1.47 per share under his employment agreement in lieu of cash salary. On the same date, he surrendered 10,376 shares at $1.47 to cover withholding taxes on this stock award. After these transactions, he directly owned 710,126 common shares. He also had indirect beneficial ownership of 60,731 shares held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power.
Xcel Brands, Inc. has filed an S-1 to register 13,628,865 shares of common stock for resale by existing investors. These shares include up to 11,019,485 shares issuable under a $15.0 million common stock purchase agreement with White Lion Capital, plus shares and warrant shares from a December 2025 private placement and related placement agent warrants.
The company is not selling shares under this prospectus and will not receive proceeds from resales, though it may receive cash from sales of stock to White Lion and from warrant exercises. The registered shares equal about 231% of the 5,893,815 shares outstanding as of January 30, 2026, and the filing warns that sales or expectations of sales could significantly depress the stock price.
Xcel discloses substantial operating losses, an accumulated deficit, and an auditor’s going concern paragraph, alongside $10.0 million of term loans with tight financial covenants and a required $3.25 million principal repayment on Term Loan A by February 20, 2026, creating meaningful refinancing and default risk.
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 director Howard M. Liebman reported a sale of company stock. On 12/30/2025, he disposed of 2,839 shares of common stock at a price of $1.16 per share. After this transaction, he directly owned 20,394 shares of XCel Brands common stock.
XCel Brands, Inc. executive Seth Burroughs, who serves as EVP of Business Development, Treasurer and Secretary, reported a new stock option grant on a Form 4. On 12/03/2025, he was granted 35,811 stock options with an exercise price of $0.9457 per share, expiring on 12/03/2030, each option linked to one share of common stock.
The options vest in stages only if the company’s common stock reaches specific closing price targets: 10,263 shares at $3.00, 8,579 shares at $5.00, 7,053 shares at $7.00, 5,705 shares at $9.00, and 4,211 shares at $11.00 or higher. After this transaction, Burroughs reported beneficial ownership of 65,314 shares of common stock.
XCel Brands, Inc. reported a Form 4 transaction for its Chief Financial Officer. As of the reported transaction, the officer directly beneficially owned 20,401 shares of common stock. On 12/03/2025, the officer was granted 53,716 stock options with an exercise price of $0.94 per share, expiring on 12/03/2030.
The options vest in performance-based tranches tied to the company’s share price: 15,395 shares vest if the stock closes at $3.00 or higher; 12,868 shares at $5.00 or higher; 10,579 shares at $7.00 or higher; 8,558 shares at $9.00 or higher; and 6,316 shares at $11.00 or higher. This structure links the CFO’s potential reward to higher future trading prices for XCel Brands’ stock.
Deborah Weinswig, a director of XCel Brands, Inc., reported receiving new equity awards in the company.
On 12/03/2025 she was granted 6,800 shares of restricted common stock at $0, increasing her direct holdings to 13,600 shares. These restricted shares are scheduled to vest on March 31, 2026, and she may extend the vesting date in six month increments at her discretion.
She was also granted stock options covering 21,500 shares of common stock at an exercise price of $0.94 per share, exercisable from 12/03/2025 and expiring on 12/03/2030.
Xcel Brands, Inc. reported weaker results for the quarter ended September 30, 2025. Net revenue fell to $1.1 million from $1.9 million a year earlier as licensing revenue declined and product sales were eliminated. The company posted a net loss attributable to stockholders of $7.9 million, compared with a $9.2 million loss in the prior-year quarter, driven largely by a $5.5 million non‑cash impairment tied to its Isaac Mizrahi (IM Topco) investment and ongoing operating losses.
Total assets declined to $40.5 million from $53.8 million at year-end 2024, while stockholders’ equity decreased to $16.6 million. Term loan debt (including paid-in-kind interest) rose to $12.5 million, and the company used $5.2 million of cash in operating activities over nine months, partially offset by $6.4 million of financing inflows from new debt and about $2.0 million of equity offerings. Management disclosed that recurring losses, cash burn, and limited liquidity create substantial doubt about the company’s ability to continue as a going concern, even after April 2025 debt refinancing and an August 2025 public offering and private placement.