Recent 8-K filings for XELB

• April 30, 2026, 7:59 PM ET M&A materiality 0.60 neutral item 1.01 ◈ Material Agreements

  Xcel Brands sells Judith Ripka brand assets for $2.3M cash plus up to $0.75M contingent

  Asset purchase agreement with Judith Ripka Designs, LLC for substantially all JR Licensing assets including the brand.

• April 17, 2026, 7:59 PM ET debt materiality 0.65 neutral item 1.01item 2.03item 3.02item 9.01 ◈ Debt Financings◈ Material Agreements

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

  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.

• February 24, 2026, 6:59 PM ET debt materiality 0.60 negative item 1.01item 2.03item 9.01 ◈ Debt Financings

  Xcel Brands enters Fifth Amendment to loan agreement, commits $500K prepayment, extends closing to Mar 6

  Xcel committed to prepay $500,000 on Term Loan A from its blocked account immediately following the Fifth Amendment effective date.

• January 23, 2026, 6:59 PM ET other material materiality 0.60 neutral item 1.01item 3.02item 9.01 ◈ Material Agreements

  Xcel Brands signs $15M common stock purchase agreement with White Lion Capital

  Up to $15M of common stock may be sold to White Lion over 24 months at a discount to market price.

• December 19, 2025, 6:59 PM ET other material materiality 0.60 neutral item 1.01item 3.02item 9.01

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

  Gross proceeds $2.05M from 977,592 shares and 692,463 pre-funded warrants at $1.2275 each; net ~$1.75M.

• October 2, 2025, 7:59 PM ET other material materiality 0.70 neutral item 1.01item 9.01

  Xcel Brands transfers 17.5% stake in IM Topco, receives contingent payment right

  Transfers all 175 units (17.5% of IM Topco) to IMWHP2 LLC effective Oct 1, 2025.

• September 19, 2025, 7:59 PM ET other material materiality 0.75 negative item 4.01item 9.01 ◈ Auditor Changes ×2

  Xcel Brands dismisses recently-appointed auditor CBIZ CPAs, appoints Wolf; discloses material weakness

  Dismissed CBIZ CPAs on Sep 15, 2025; no disagreements but a material weakness was identified.

• August 15, 2025, 7:59 PM ET earnings materiality 0.60 negative item 2.02item 9.01

  Xcel Brands Q2 2025 revenue $1.3M, net loss $4.0M; social following surges to 43M

  Revenue fell 55% YoY to $1.3M due to the June 2024 divestiture of the Lori Goldstein brand.

• August 7, 2025, 7:59 PM ET other material materiality 0.60 neutral item 1.01item 3.02item 9.01

  Xcel Brands Prices $2.6M Public Offering and Insider Private Placement

  Public offering of 2,181,818 shares at $1.10/share; gross proceeds ~$2.6M combined with private placement.

• May 28, 2025, 7:59 PM ET regulatory materiality 0.60 negative item 3.01item 9.01

  Xcel Brands receives Nasdaq delinquency notice for late filings; 10-K filed

  Received Nasdaq delinquency notice on May 22, 2025 for non-compliance due to late 10-K and 10-Q filings.

• May 2, 2025, 7:59 PM ET regulatory materiality 0.60 negative item 3.01

  Xcel Brands receives Nasdaq deficiency notice for late 10-K filing

  Nasdaq notified Xcel Brands (XELB) of non-compliance with Listing Rule 5250(c)(1) due to late Form 10-K for FY2024.

• April 24, 2025, 7:59 PM ET debt materiality 0.75 neutral item 1.01item 2.03item 3.02item 9.01

  Xcel Brands enters loan amendment, adds $5.12M debt, cuts IM Topco ownership to 17.5%

  Reduced ownership in IM Topco from 30% to 17.5% via membership interest transfer on April 15, 2025.

• March 24, 2025, 7:59 PM ET other material materiality 0.65 neutral item 3.03item 5.03item 9.01

  Xcel Brands implements 1-for-10 reverse stock split to regain Nasdaq compliance

  Reverse stock split 1:10 effective March 24, 2025, approved by stockholders on March 12, 2025.

• March 21, 2025, 7:59 PM ET other material materiality 0.65 neutral item 3.03item 5.03item 7.01item 9.01

  Xcel Brands announces 1-for-10 reverse stock split effective March 25, 2025

  Effective at market open on March 25, 2025; every 10 shares become 1 share.

• March 13, 2025, 7:59 PM ET other material materiality 0.60 neutral item 5.07

  Xcel Brands shareholders approve reverse stock split and authorized share reduction

  Reverse stock split approved at ratio of 1-for-2 to 1-for-10, ratio to be set by Board Chairman.

• November 27, 2024, 6:59 PM ET regulatory materiality 0.60 negative item 3.01item 9.01

  Xcel Brands receives Nasdaq delisting notice for late Q3 10-Q filing

  Received Nasdaq notice on Nov 25, 2024 for failing to timely file Form 10-Q for quarter ended Sep 30, 2024.

• July 24, 2024, 7:59 PM ET earnings materiality 0.70 negative item 2.02item 9.01

  Xcel Brands posts preliminary Q2 net income $195K on $3.8M gain from asset sale

  Revenue $2.95M (Q2), $5.14M (H1 2024); net loss $6.1M for six months.

• June 24, 2024, 7:59 PM ET M&A materiality 0.65 neutral item 1.01item 9.01

  Xcel Brands sells Lori Goldstein brand assets back to founder, max consideration $1.27M

  Asset purchase agreement with Lori Goldstein Ltd for sale of trademarks, IP, and related assets effective June 30, 2024.

• May 24, 2024, 7:59 PM ET M&A materiality 0.60 neutral item 1.01

  Xcel Brands sells Lori Goldstein assets back to Goldstein; terminates earn-out obligations

  Sale of all Lori Goldstein-related IP and QVC agreement to Lori Goldstein Ltd, effective June 30, 2024.

• April 19, 2024, 7:59 PM ET other material materiality 0.85 negative item 2.02item 3.01item 9.01 ◈ Earnings Releases ×2◈ Listing & Compliance Notices

  Xcel Brands reports FY2023 net loss $21.1M, receives Nasdaq bid price deficiency notice

  GAAP net loss $21.1M for FY2023 vs $4.0M prior year (included $20.6M gain on Isaac Mizrahi sale).

• March 19, 2024, 7:59 PM ET other material materiality 0.70 neutral item 1.01item 3.02item 9.01 ◈ Material Agreements

  Xcel Brands raises $2.1M in public offering and $288K insider private placement at $0.65/$0.98 per share

  Firm commitment offering of 3,284,421 shares at $0.65/share, gross proceeds $2,134,874.

• March 7, 2024, 6:59 PM ET earnings materiality 0.75 negative item 2.02item 9.01 ◈ Earnings Releases

  Xcel Brands reports preliminary 2023 revenue of $17.6M and net loss of $20.9M

  Q4 2023 revenue $2.13M; full-year revenue $17.6M vs prior 2024 goal of $17.7M reiterated as not a forecast.

Earnings & guidance

Materiality & sentiment trend

Max materiality 0.85 · Median 0.60 · Most common event other_material

0 positive 9 negative 23 neutral

source · XELB on sec.gov