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Filing: Form 4 filed for Xcel Brands, Inc. (XELB) with reporting person Robert D'Loren, signature dated 08/05/2025 and earliest transaction date 08/04/2025.
Roles: Reporting person is listed as Director, 10% owner and CEO and Chairman.
Transactions: The filing reports two non-derivative acquisitions on 08/04/2025: 124,200 common shares at $1.10 and 85,159 common shares at $1.38, totaling 209,359 shares acquired. The two reported rows show post-transaction beneficial ownership figures of 383,885 and 469,044 shares. An additional 60,731 shares are noted as indirectly held by the Irrevocable Trust of Rose Dempsey, over which the reporting person has sole voting and dispositive power.
Derivatives: No derivative securities are reported in Table II.
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.