Xcel Brands closes $2.05M PIPE; CEO invests $100K alongside investors

XCel Brands, Inc.

Gross proceeds $2.05M from 977,592 shares and 692,463 pre-funded warrants at $1.2275 each; net ~$1.75M.
Warrants issued to purchase 835,023 shares at $3.00, expiring in 5 years.
CEO Robert D'Loren bought 81,466 shares and 40,733 warrants for $100,000.
Proceeds for working capital; 60-day lockup on further equity sales.
Wellington Shields acted as placement agent, earning 8% fee and warrants for 66,802 shares.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

XCel Brands, Inc. issued warrants to purchase up to 835,023 shares of common stock of warrant to accredited investors for $1.2275 per share.

Security: warrant
Shares: warrants to purchase up to 835,023 shares of common stock
Purchaser: accredited investors
Consideration: $1.2275 per share

Exact text from the filing

common stock purchase warrants to purchase up to 835,023 shares of common stock at a purchase price of $1.2275 per share

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

XCel Brands, Inc. issued 1,670,055 shares of common stock (or pre-funded warrants in lieu thereof) of common stock to accredited investors for $1.2275 per share.

Security: common stock
Shares: 1,670,055 shares of common stock (or pre-funded warrants in lieu thereof)
Purchaser: accredited investors
Consideration: $1.2275 per share

Exact text from the filing

the Company is selling an aggregate of 1,670,055 shares of common stock (or pre-funded warrants in lieu thereof) and common stock purchase warrants to purchase up to 835,023 shares of common stock at a purchase price of $1.2275 per share (or pre-funded warrants in lieu thereof) and one-half common stock purchase warrant

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

XCel Brands, Inc. entered into Placement Agency Agreement with Wellington Shields & Co. LLC (effective 2025-12-17).

Action: entry
Agreement: underwriting
Counterparty: Wellington Shields & Co. LLC
Effective: 2025-12-17

Exact text from the filing

Pursuant to the Placement Agency Agreement, dated December 17, 2025 (the “Placement Agency Agreement”), by and between the Company and Wellington Shields & Co. LLC (the “Placement Agent”), the Placement Agent served as the exclusive placement agent in connection with the Private Placement

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

XCel Brands, Inc. entered into Securities Purchase Agreement with several institutional and accredited investors valued at $2.05 million (effective 2025-12-17).

Action: entry
Agreement: equity purchase
Counterparty: several institutional and accredited investors
Value: $2.05 million
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, Xcel Brands, Inc. (the “Company” or “Xcel”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional and accredited investors (the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of securities for gross proceeds at the Closing Date (as defined below) of $2.05 million.

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XCel Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-122806

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