---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-044940"
form_type: "8-K"
ticker: "XELB"
cik: "0001083220"
company_name: "XCel Brands, Inc."
filed_at: "2026-04-17T23:59:59+00:00"
generated_at: "2026-05-15T05:26:46.374510+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Xcel Brands issues $3M senior secured notes, amends existing loan; CEO-linked entity participates

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-26-044940
- form_type: 8-K
- ticker: XELB
- cik: 0001083220
- company_name: XCel Brands, Inc.
- filed_at: 2026-04-17T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1083220/000110465926044940/0001104659-26-044940-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1083220/000110465926044940/xelb-20260413x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-044940
- JSON: https://secwatch.observer/filing/0001104659-26-044940.json
- Plain text: https://secwatch.observer/filing/0001104659-26-044940.txt

## Source-grounded claims
- claim_id: 62f4cc7e5373721d0dfcdafde66345decac2f347
  claim: 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.
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1083220/000110465926044940/0001104659-26-044940-index.htm
- claim_id: 09925502d29e9f881dd217a2fac7eab37ec5588f
  claim: XCel Brands, Inc. entered into senior secured notes with Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC (effective 2026-04-14).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1083220/000110465926044940/0001104659-26-044940-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.