XELB

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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): August 14, 2025

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

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​

​

​

​

Delaware

001-37527

76-0307819

(State or Other Jurisdiction of Incorporation) ​ (Commission File Number) ​ (IRS Employer Identification No.)

​ ​ ​ ​ ​

1333 Broadway, 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: ​ ​

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​

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.001 per share

XELB

NASDAQ Global Select Market

​ ​ ​ ​

Item 2.02 Results of Operations and Financial Conditions On August 14, 2025, the Registrant issued a press release announcing its financial results for the quarter ended June 30, 2025. As noted in the press release, the Registrant has provided certain non-U.S. generally accepted accounting principles (“GAAP”) financial measures, the reasons it provided such measures and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures. Readers should consider non-GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A copy of the Registrant’s press release is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference. ​ Item 9.01 Financial Statements and Exhibits. ​ 99.1 Press Release of Xcel Brands, Inc. dated August 14, 2025.

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ​

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XCEL BRANDS, INC. (Registrant) ​

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By: /s/ James F. Haran ​

Name: James F. Haran ​

Title: Chief Financial Officer ​

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Date: August 15, 2025 ​

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0001083220false00010832202024-07-242024-07-24 ​ ​

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): July 24, 2024

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.)

​ ​ ​ ​ ​

1333 Broadway, 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 Global Select Market

​ ​ ​ ​

Item 2.02 Results of Operations and Financial Conditions

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Xcel Brands, Inc, (the “Registrant” or the “Company”) expects to make presentations to certain investors and will be providing the following preliminary estimated financial information for the three and six months ended June 30, 2024:  The Company’s results of operations for the three and six months ended March 31, 2024 were positively impacted in a material amount by the sale of the assets, including the intellectual property, relating to the Lori Goldstein assets, which was effective June 30, 2024.  The Company expects to include a one-time net gain of approximately $3.8 million from the sale.

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Revenue

$ 2,954,000

$ 5,138,000

Pretax net income (loss) (1)

$ 195,000

$ (6,099,000 )

Net income (loss) attributable to Xcel Brands, Inc stockholders (1)

$ 195,000

$ (6,099,000 )

Adjusted EBITDA

$ (40,000 )

$ (1,612,000 )

(1)​ Pretax net income (loss) and net income (loss) are expected to include a one-time net gain of approximately $3.8 million, which is attributable to a combination of a net loss on the sale of the Lori Goldstein brand assets, and a reduction of the related contingent obligations. Pretax net income (loss) and net income (loss) also are expected to include an additional impairment charge of approximately $1.2 million from the exit of the Company’s prior principal offices.

The estimated results for the quarter ended June 30, 2024, are preliminary and unaudited, represent management’s estimate as of the date of the release and are subject to completion of its financial closing procedures. The Company’s independent registered public accounting firm has not conducted an audit or review of and does not express an opinion or any other form of assurance with respect to the preliminary unaudited results. Accordingly, undue reliance should not be placed on the preliminary estimates. The preliminary estimates are not necessarily indicative of any future period results.

The preliminary estimated financial information contains non-U.S. generally accepted accounting principles (“GAAP”) financial measures. Exhibit 99.1 sets forth the reasons it provided such measures and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures. Readers should consider non-GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Reconciliation of Adjusted EBITDA to net loss

104 Cover Page Interactive Data File (embedded within the inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authoriz

0001083220false00010832202024-04-162024-04-16 ​ ​

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): April 16, 2024

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.)

​ ​ ​ ​ ​

1333 Broadway, 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 Global Select Market

​ ​ ​ ​ ​

​

Item 2.02 Results of Operations and Financial Conditions

​ On April 16, 2024, the Registrant issued a press release announcing its financial results for the year ended December 31, 2023.  As noted in the press release, the Registrant has provided certain non-U.S. generally accepted accounting principles (“GAAP”) financial measures, the reasons it provided such measures and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures.  Readers should consider non-GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP.  A copy of the Registrant’s press release is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference. ​

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

​ On April 16, 2024, 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 letters also state 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 October 14, 2024. ​ In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company can regain compliance if, at any time during the Tolling Period or 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 October 14, 2024, 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 Na