XCel Brands, Inc. (XELB): debt financing — Xcel Brands issues $3M senior secured notes, amends existing loan; CEO-linked entity participates

XCel Brands, Inc.

Issued $3,005,780.35 of 12.5% Senior Secured Notes due April 13, 2027 to CEO-controlled IPX and two other purchasers; also issued 100,579 common shares.
Non-IPX Notes convertible at $1.165 initially or 85% of 10-day VWAP after May 17, 2026; IPX note convertible at $1.435.
Seventh Amendment to existing loan allows IPX to convert its $500k Term Loan A to common at $1.435; modifies covenants and payment terms.
Outstanding debt: Term Loan A $500k (due Sep 2027), Term Loan B $10.08M (due Dec 2028); Subordinated Obligations subordinated to Secured Notes.
Shares issued in unregistered offering exempt under Section 4(a)(2) of Securities Act.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

XCel Brands, Inc. incurred senior notes of $3,005,780.35 with Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC at 12.5% maturing April 13, 2027.

Instrument: senior notes
Principal: $3,005,780.35
Counterparty: Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC
Rate: 12.5%
Maturity: April 13, 2027
Event: incurrence

Exact text from the filing

and the Purchasers (the “SPA”), pursuant to which the Company issued and sold to the Purchasers 12.5% Senior Secured Note due April 13, 2027 in the original principal amount of $3,005,780.35 (the “Secured Notes”) and an aggregate of 100,579 shares of common stock of the Company. The Company’s obligations under the Notes are guaranteed by the Subsidiary Guarantors

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

XCel Brands, Inc. issued 100,579 shares of its Common Stock of common stock to Purchasers including IPX.

Security: common stock
Shares: 100,579 shares of its Common Stock
Purchaser: Purchasers including IPX

Exact text from the filing

the Company issued to the Purchasers 100,579 shares of its Common Stock, of which 1,472 shares of common stock were issued to IPX.

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

XCel Brands, Inc. entered into senior secured notes with Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC (effective 2026-04-14).

Action: entry
Agreement: notes offering
Counterparty: Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC
Effective: 2026-04-14

Exact text from the filing

On April 14, 2026 (the “Senior Note Closing Date”), the Company and certain of its subsidiaries entered into certain agreements with Smithline Family Trust II (“SFT”), Quick Capital, LLC (“Quick”) and Clear Markets Capital, LLC, a company controlled by Robert W. D’Loren, Chairman and Chief Executive Officer of the Company (“IPX”; SFT, Quick and IPX, collectively, the “Purchasers”) pursuant to which the Purchasers purchased senior secured notes from the Company

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XCel Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-044940

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