XELB

0001083220false00010832202025-08-142025-08-14 ​ ​

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)

​

​

​

​

​

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 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.

​ ​ ​

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

​ ​ ​

​

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) ​

​ ​

By: /s/ James F. Haran ​

Name: James F. Haran ​

Title: Chief Financial Officer ​

​ ​ ​ ​

Date: August 15, 2025 ​

​ ​

​

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

​

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).

​

​

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

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0001083220

2024-03-07 2024-03-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 7, 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

(Address of Principal Executive

Offices)

10018

(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 Capital Market

Item 2.02 Results of Operations and Financial Conditions

On March 7, 2024, Xcel Brands, Inc, (the “Registrant” or the “Company”) is presenting at an investor conference and will be providing the following preliminary estimated financial information for the three months and year ended December 31, 2023:

Three Months Ended

December 31, 2023 Year Ended

December 31, 2023

Revenue $2,130,000 $17,600,000

Pretax net loss(1) $(5,454,000) $(19,708,000)

Net Loss $(6,654,000) $(20,908,000)

Adjusted EBITDA $(1,073,000) $(5,645,000)

(1)Pretax loss is lower than net loss because the Registrant expects to record an income tax provision of $1.2 million in the fourth quarter and for the year ended December 31, 2023. Although the Company is expected to present a net loss, the income tax provision relates to adjusting the reserve for an existing deferred tax asset, and would be a non-cash expense.

The Registrant also estimates that it had approximately $3,000,000 of cash and cash equivalents at December 31, 2023. The estimated results for 2023 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 Registrant’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.

In addition, the Registrant filed a Current Report on Form 8-K on December 4, 2023, that included a presentation which included a forecast for 2024 of top line revenue and EBITDA of $17.7 million and $5.1 million, respectively. The amounts presented were intended to be company goals, and not indicative of a forecast. As indicated in the presentation, the goals were provided for illustrative purposes and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such information are inherently uncertain and are subject to a wide variety of significant, business, economic, competitive and other risks and uncertainties that could cause the Registrant‘s results to differ materially from these stated goals.

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.

9

0001083220false00010832202023-08-102023-08-10 ​ ​

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 10, 2023

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 August 10, 2023, the Registrant issued a press release announcing its financial results for the three and six months ended June 30, 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 7.01 Results of Operations and Financial Conditions

​ A copy of an investor presentation is furnished herewith as Exhibit 99.2. The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act. The furnishing of the information under Item 7.01 in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company (i) that the furnishing of the information in this Item 7.01 is required by Regulation FD, (ii) that the information under Item 7.01 in this Current Report on Form 8-K is material or complete, or (iii) that the investors should consider this information before making an investment decision with respect to any security of the Company. This Form 8-K contains “forward-looking statements’ within the meaning of the safe harbor provisions of the federal securities laws.  It should be read in conjunction with the “Safe Harbor” statement contained in the presentation material and the risk factors included in the Company’s periodic reports filed with the Securities and Exchange Commission that discuss important factors that could cause the Company’s results to differ materially from those anticipated in such forward-looking statements. ​

Item 9.01 Financial Statements and Exhibits.

​

​ ​

(d) Exhibits.

​

​ ​

99.1 Press Release of Xcel Brands, Inc. dated August 10, 2023. .

99.2 Xcel Brands Investor Presentation ​

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

​ ​

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) ​

​ ​

​ ​

By: /s/ James F. Haran ​

​ Name: James F. Haran ​

​ Tit

0001083220false00010832202022-11-142022-11-14 ​ ​

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): November 14, 2022

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 November 14, 2022, the Registrant issued a press release announcing its financial results for the quarter and nine months year ended September 30, 2022. 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 9.01Financial Statements and Exhibits. (d)  Exhibits. ​

​

99.1 Press Release of Xcel Brands, Inc. dated November 14, 2022.

​ ​

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

​ ​ ​ ​

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) ​

​ ​

​ ​

By: /s/ James F. Haran ​

​ Name: James F. Haran ​

​ Title: Chief Financial Officer ​

​ Date: November 17, 2022 ​

0001083220false00010832202022-08-172022-08-17 ​ ​

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 17, 2022

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 (Address of Principal Executive Offices) ​ ​ ​ 10018 (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. [ ] ​ ​ ​ ​

Item 2.02Results of Operations and Financial Conditions On August 15, 2022, the Registrant issued a press release announcing its financial results for the three and six months ended June 30, 2022.  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 7.01Results of Operations and Financial Conditions ​ A copy of an investor presentation is furnished herewith as Exhibit 99.2. The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act. The furnishing of the information under Item 7.01 in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company (i) that the furnishing of the information in this Item 7.01 is required by Regulation FD, (ii) that the information under Item 7.01 in this Current Report on Form 8-K is material or complete, or (iii) that the investors should consider this information before making an investment decision with respect to any security of the Company. This Form 8-K contains “forward-looking statements’ within the meaning of the safe harbor provisions of the federal securities laws. It should be read in conjunction with the “Safe Harbor” statement contained in the presentation material and the risk factors included in the Company’s periodic reports filed with the Securities and Exchange Commission that discuss important factors that could cause the Company’s results to differ materially from those anticipated in such forward-looking statements. ​ Item 9.01Financial Statements and Exhibits. (d)  Exhibits. 99.1 Press Release of Xcel Brands, Inc. dated August 15, 2022.

​ ​

99.2 Xcel Brands Investor Presentation

​ ​

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

​ ​ ​

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)

​ ​

​ ​

​ By: /s/ James F. Haran

​ ​ Name: James F. Haran

​ ​ Title: Chief Financial Officer

​ Date: August 17, 2022 ​

0001083220false00010832202022-04-142022-04-14 ​ ​

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 14, 2022

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 (Address of Principal Executive Offices) ​ ​ ​ 10018 (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 2.02Results of Operations and Financial Conditions On April 14, 2022, the Registrant issued a press release announcing its financial results for the year ended December 31, 2021.  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 9.01Financial Statements and Exhibits. (d)  Exhibits. 99.1 Press Release of Xcel Brands, Inc. dated April 14, 2022.

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

​ ​ ​

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) ​

​ ​

​ ​

By: /s/ James F. Haran ​

​ Name: James F. Haran ​

​ Title: Chief Financial Officer ​

​ Date: April 20, 2022 ​

0001083220false00010832202021-11-152021-11-15

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): November 15, 2021

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 1.01 Entry into a Material Definitive Agreement.

​ Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-balance Sale Arrangement of a Registrant.

On November 15, 2021, the Loan and Security Agreement (the :Loan Agreement”) dated April 14, 2021, as amended, by and among Xcel Brands, Inc. (Xcel”), as Borrower, and its wholly-owned subsidiaries, IM Brands, LLC, JR Licensing, LLC, H Licensing, LLC, C Wonder Licensing, LLC, Xcel Design Group, LLC, Judith Ripka Fine Jewelry, LLC, H Heritage Licensing, LLC, Xcel-CT MFG, LLC  and Gold Licensing, LLC, as Guarantors (each a “Guarantor” and collectively, the “Guarantors”), with the financial institutions party thereto as lenders (the “Lenders”), Bank Hapoalim, B.M., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), and FEAC AGENT, LLC (“FEAC”), as co-collateral agent was further amended pursuant to Amendment No. 2 to Loan and Security Agreement (the “Amendment” and, the Loan Agreement as amended by the Amendment, the “Amended Loan Agreement”) among Xcel, the Guarantors, the Lenders, the Administrative Agent and FEAC.  Pursuant to the Amendment, the financial covenant schedule was amended as follows: 1.Minimum EBITDA.  EBITDA of Borrower and the Included Subsidiaries on a consolidated basis shall not be less than the amounts set forth below at the end of the applicable fiscal period set forth below:

Fiscal Period Minimum EBITDA

April 1, 2021 to September 30, 2021 $2,200,000

April 1, 2021 to December 31, 2021 $3,426,000

For the trailing twelve month period ending March 31, 2022 $4,515,000

For the trailing twelve month period ending June 30, 2022 $5,146,000

For the trailing twelve month periods ending September 30, 2022 $6,500,000

For the trailing twelve month periods ending December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 $7,000,000

For the trailing twelve month periods ending December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024 and March 31, 2025 $7,500,000

​ 2.Minimum Liquid Assets.  Liquid Assets of Borrower and the Included Subsidiaries on a consolidated basis shall be at least $4,000,000 at all times. 3.Fixed Charge Coverage Ratio.  The Fixed Charge Coverage Ratio of Borrower and the Included Subsidiaries on a consolidated basis for (a) the nine month period ending on December 31, 2021 shall not be less than 1.00 to 1.00, (b) the twelve Fiscal Month period ending March 31, 2022 shall not be less than 1.00 to 1.00 and (c) the twelve Fiscal Month period ending at the end of each Fiscal Quarter commencing with the Fiscal Quarter ending June 30, 2022 shall not be less than 1.25 to 1.00. 4.Maximum Leverage Ratio.  The Leverage Ratio of Borrower and the Included Subsidiaries on a consolidated basis for (a) the twelve Fiscal

0001083220false00010832202021-08-122021-08-12 ​ ​

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 12, 2021

XCEL BRANDS, INC.

(Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) ​

​

​

001-37527

76-0307819

(Commission File Number) ​ (IRS Employer Identification No.)

​ ​ ​

1333 Broadway, New York, NY (Address of Principal Executive Offices) ​ 10018 (Zip Code)

​ (347) 727-2474 (Registrant’s Telephone Number, Including Area Code) ​ (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 1.01Entry into a Material Definitive Agreement. ​ ​ Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-balance Sale Arrangement of a Registrant.

On August 12, 2021, the Loan and Security Agreement (the  “Loan Agreement”) dated April 14, 2021 by and among Xcel, as Borrower, and its wholly-owned subsidiaries, IM Brands, LLC (“IM Brands”), JR Licensing, LLC (“JR Licensing”), H Licensing, LLC (“H Licensing”), C Wonder Licensing, LLC (“C Wonder Licensing”), Xcel Design Group, LLC (“Xcel Design Group”), Judith Ripka Fine Jewelry, LLC (“Judith Ripka”), H Heritage Licensing, LLC (“H Heritage”), Xcel-CT MFG, LLC (“Xcel-CT”) and Gold Licensing, LLC, as Guarantors (each a “Guarantor” and collectively, the “Guarantors”), with the financial institutions party thereto as lenders (the “Lenders”), Bank Hapoalim, B.M. (“BHI”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), and FEAC AGENT, LLC (“FEAC”), as co-collateral agent (in such capacity, the “Co-Collateral Agent”) was amended pursuant to Amendment No. 1 and Waiver to Loan and Security Agreement (the “Amendment” and, the Loan Agreement as amended by the Amendment, the “Amended Loan Agreement”) among Xcel, the Guarantors, the Lenders, the Administrative Agent and FEAC.  Pursuant to the Amendment, the Lenders waived the event of default arising from the failure of Xcel and its subsidiaries on a consolidated basis to have EBITDA of at least $1,750,000 for the three month period ending June 30, 2021.  The Loan Agreement is hereby amended as follows: ●Minimum EBITDA.  EBITDA of Borrower and the Included Subsidiaries on a consolidated basis shall not be less than the amounts set forth below at the end of the applicable fiscal period set forth below:

​

​

​

Fiscal Period

Minimum EBITDA

​ ​ ​

April 1, 2021 to September 30, 2021 ​ $3,000,000

​ ​ ​

April 1, 2021 to December 31, 2021 ​ $4,400,000

​ ​ ​

For the trailing twelve month period ending March 31, 2022 ​ $6,000,000

​ ​ ​

For the trailing twelve month periods ending June 30, 2022 and September 30, 2022 ​ $6,500,000

​ ​ ​

For the trailing twelve month periods ending December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 ​ $7,000,000

​ ​ ​

For the trailing twelve month periods ending December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024 and March 31, 2025 ​ $7,500,000

​

●Minimum Liquid Assets.  Liquid Assets of Borrower and the Included Subsidiaries on a consolidated basis shall be at least $4,000,000 at all times. ●Fixed Charge Coverage Ratio.  The Fixed Charge Coverage Ratio of Borrower and the Included Subsidiaries on a consolidated basis for (a) the nine-month period ending on December 31, 2021 shall not be less than 1.05 to 1.00, (b) the twelve Fiscal Month period ending March 31, 2022 shall not be less tha

8-K 1 tmb-20210517x8k.htm 8-K

​ ​

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): May 17, 2021 ​

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter) ​

Delaware

001-37527

76-0307819

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification 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 May 17, 2021, the Registrant issued a press release announcing its financial results for the three months ended March 31, 2021. 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. ​ (d)    Exhibits. ​ ​

​

99.1 Press Release of Xcel Brands, Inc. dated May 17, 2021.

​ ​

​ ​

​

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) ​

​ ​ ​

By: /s/ James F. Haran ​

​ Name:  James F. Haran ​

​ Title:    Chief Financial Officer ​

​ Date: May 18, 2021

​ ​

8-K 1 tmb-20210421x8k.htm 8-K

​ ​

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 21, 2021 ​

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter) ​

Delaware

001-37527

76-0307819

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification 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 21, 2021, the Registrant issued a press release announcing its financial results for the year ended December 31, 2020. 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.

(d) Exhibits.

​

​

​

99.1 Press Release of Xcel Brands, Inc. dated April 21, 2021. .

​ ​

​ ​

​

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) ​

​

By:

/s/ James F. Haran ​

Name:

James F. Haran ​

Title:

Chief Financial Officer ​

​

Date: April 26, 2021

​ ​

8-K 1 tmb-20201112x8k.htm 8-K

​ ​

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):  November 12, 2020

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 2.02Results of Operations and Financial Conditions ​ On November 12, 2020, the Registrant issued a press release announcing its financial results for the three and nine months ended September 30, 2020. 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 9.01Financial Statements and Exhibits. ​ (d)Exhibits. ​ 99.1 Press Release of Xcel Brands, Inc. dated November 12, 2020.

​ ​

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) ​

​ ​

By: /s/ James F. Haran ​

​ Name: James F. Haran ​

​ Title: Chief Financial Officer ​

​ ​ ​ ​

Date: November 16, 2020 ​

​

8-K 1 tmb-20200820x8k.htm 8-K

​ ​

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 20, 2020 ​

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 2.02Results of Operations and Financial Conditions On August 20, 2020, the Registrant issued a press release announcing its financial results for the quarter ended June 30, 2020. 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 9.01Financial Statements and Exhibits. (d) Exhibits.

​

​ ​

99.1 Press Release of Xcel Brands, Inc. dated August 20, 2020.

​ ​

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) ​

​ ​ ​

By: /s/ James F. Haran ​

​ Name: James F. Haran ​

​ Title: Chief Financial Officer ​

​ Date: August 24, 2020

8-K 1 tmb-20200413x8k.htm 8-K

xelb_Current_Folio_8K

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 13, 2020

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37527

76-0307819

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification 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 13, 2020, the Registrant issued a press release announcing its financial results for the year ended December 31, 2019.  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.

(d)

Exhibits.

99.1

Press Release of Xcel Brands, Inc. dated April 13, 2020.

.

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)

By:

/s/ James F. Haran

Name:

James F. Haran

Title:

Chief Financial Officer

Date: April 15, 2020

8-K 1 form8-kxearningsrelease812.htm 8-K

Document

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 8, 2019

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. [ ]

Item 2.02 Results of Operations and Financial Conditions

On August 8, 2019, the Registrant issued a press release announcing its financial results for the fiscal quarter ended June 30, 2019. 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.

(d) Exhibits.

99.1 Press Release of Xcel Brands, Inc. dated August 8, 2019. .

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)

By:

/s/ James F. Haran

Name:

James F. Haran

Title:

Chief Financial Officer

Date: August 12, 2019

8-K 1 xelb-20190514x8k.htm 8-K

Document

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): May 14, 2019

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. ¨

Item 2.02 Results of Operations and Financial Conditions.

On May 14, 2019, the Registrant issued a press release announcing its financial results for the fiscal quarter ended March 31, 2019. 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.

(d) Exhibits.

99.1 Press Release of XCel Brands, Inc. dated May 14, 2019.

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)

By:

/s/ James F. Haran

Name: James F. Haran

Title: Chief Financial Officer

Date: May 16, 2019

8-K 1 xelb-20181115x8k.htm 8-K

Document

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): March 28, 2019

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. ¨

Item 2.02 Results of Operations and Financial Conditions.

On March 28, 2019, the Registrant issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2018. 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.

(d) Exhibits.

99.1 Press Release of XCel Brands, Inc. dated March 28, 2019.

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)

By:

/s/ James F. Haran

Name: James F. Haran

Title: Chief Financial Officer

Date: April 1, 2019

8-K 1 tv507390_8k.htm

FORM 8-K

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):  November 14, 2018

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. ¨

Item 2.02 Results of Operations and Financial Conditions.

On November 14, 2018, the Registrant issued a press release announcing its financial results for the fiscal quarter and nine months ended September 30, 2018. 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.

(d) Exhibits.

99.1

Press Release of XCel Brands, Inc. dated November 14, 2018.

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)

By:

/s/ James F. Haran

Name:

James F. Haran

Title:

Chief Financial Officer

Date: November 15, 2018

8-K 1 tv501028_8k.htm

FORM 8-K

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 9, 2018

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. ¨

Item 2.02 Results of Operations and Financial Conditions.

On August 9, 2018, the Registrant issued a press release announcing its financial results for the fiscal quarter and six months ended June 30, 2018. 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.

(d) Exhibits.

99.1

Press Release of XCel Brands, Inc. dated August 9, 2018.

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)

By: /s/ James F. Haran

Name: James F. Haran

Title: Chief Financial Officer

Date: August 14, 2018