S-1/A 1 xelb-20250714xs1a.htm S-1/A

As filed with the Securities and Exchange Commission on July 14, 2025

Registration Number 333-288495

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

XCEL BRANDS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	6794	76-0307818
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

550 Seventh Ave, 11th Floor

New York, New York 10018

(347) 727-2474

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Robert J. D’Loren

Chief Executive Officer

550 Seventh Ave, 11th Floor

New York, New York 10018

(347) 727-2474

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

-5442

-4100

-0806

Brad L. Shiffman, Esq.

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 885-5442

M. Ali Panjwani, Esq.

Pryor Cashman LLP

7 Times Square, 40th Floor

New York, NY 10036

Tel: (212) 421-4100

Fax: (212) 326-0806

Approximate date of commencement of proposed sale to public:

As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☒

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.


		Per
		Pre‑Funded
	Per Share	Warrant	Total
Public offering price	$	$	$
Placement Agent fees⁽¹⁾	$	$	$
Proceeds to us, before expenses	$	$	$


About This Prospectus	ii
Industry and Market Data	iii
Prospectus Summary	1
The Offering	7
Risk Factors	10
Cautionary Note Regarding Forward-Looking Statements	16
Use of Proceeds	18
Capitalization	20
Description of Securities We Are Offering	23
Material United States Federal Income Tax Considerations	29
Security Ownership of Certain Beneficial Owners and Management	35
Plan of Distribution	37
Legal Matters	43
Experts	43
Where You Can Find More Information	44
Incorporation of Certain Information by Reference	45


Common stock offered by us	1,381,215 shares
Pre-Funded Warrants	We are also offering to those purchasers, if any, whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if such purchasers so choose, Pre-Funded Warrants in lieu of shares of our common stock that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The purchase price of each Pre-Funded Warrant is equal to the price at which the share of common stock is being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants are exercisable at any time after the date of issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This prospectus also relates to the shares of common stock issuable upon exercise of the Pre-Funded Warrants sold in this offering. See “Description of Our Securities Offered” for a discussion of the terms of the Pre-Funded Warrants.

Public Offering price	$1.81 per share; and $1.809 per Pre-Funded Warrant.

Total common stock outstanding prior to this offering	2,437,500 shares

Total common stock to be outstanding immediately after this offering	3,818,715 shares, assuming the exercise of all of the Pre-Funded Warrants offered and sold by us in this offering.

Use of proceeds	We estimate that we will receive net proceeds of approximately $1,900,000 from this offering, after deducting the placement agent fees and estimated offering expenses of approximately $400,000 payable by us, and assuming no sale of Pre-funded Warrants. However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, the placement agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. We intend to use the net proceeds from this offering for brand development and launch working capital and general corporate purposes, including a $50,000 principal amount loan to Clear Markets Capital, LLC (“IPX”), a company controlled by Robert W. D’Loren, our Chairman and Chief Executive Officer. See the “Use of Proceeds” section of this prospectus beginning on page 18 for additional information.

Dividend Policy	We have not paid dividends on our common stock, and we do not plan to pay any dividends in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing licensing operations, further develop our trademarks, and finance the acquisition of additional trademarks. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their

	investment. In addition, our credit facility limits the amount of cash dividends we may pay while amounts under the credit facility are outstanding.

Risk factors	You should read the “Risk Factors” section of this prospectus beginning on page 10 and the documents referred to therein for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Placement Agent Compensation	The Placement Agent will receive a fee equal to 8.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to 6.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000; provided, however the discount or spread with respect to the certain company identified investors shall be 5.0%. We will also reimburse the placement agent for certain out-of-pocket actual expenses related to the offering. See “Plan of Distribution.”

Placement Agent’s Warrants	Upon closing of this offering, we have agreed to issue the placement agent the “Placement Agent’s Warrants as compensation to purchase: (i) 4.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000; provided, however the number of Placement Agent’s Warrants issued with respect to certain investors identified by the Company including, but not limited to, any member of management or a director of the Company, Hilco Global, UTG Capital, Inc. or any affiliate of any of the foregoing (the “Company Identified Investors”) shall be 2.5%. The Placement Agent’s Warrants will be exercisable at a per share exercise price of $ (100% of the public offering price in connection with the offering). The Placement Agent’s Warrants are exercisable, in whole or in part, during the four and one-half year period commencing 180 days from the effectiveness of the Registration Statement on Form S-1 of which this prospectus is apart. The Placement Agent’s Warrants are subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA.

Lock-up agreements	We have agreed to not sell any shares of our common stock, or any securities convertible into or exercisable or exchangeable into shares of common stock, subject to certain exceptions, for a period of 90 days after the closing of this offering unless we obtain prior written consent of the placement agent. In addition, each of our directors and executive officers and their affiliates has entered into a lock-up agreement pursuant to which such individuals may not sell or transfer any common stock or securities convertible into or exchangeable or exercisable for common stock during the period from the closing of this offering continuing through the date 90 days after the date of the placement agency agreement without first obtaining the written consent of the placement agent.

Nasdaq Capital Market symbol	Our common stock is listed on the Nasdaq Capital Market under the symbol “XELB.” There is no established trading market for the Pre-Funded Warrants and we do not expect a market to develop. We do not intend to list the Pre-


($in thousands, except par value)	March 31, 2025
					Pro Forma
	Actual		Pro Forma		As Adjusted

Cash and cash equivalents	$	298	$	298	$	2,198

Current portion of long-term debt		250		250		250
Long-term debt, net, less current portion		8,470		8,470		8,470

Stockholder’s equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		—		—		—
Common stock, $0.001 par value, 50,000,000 shares authorized, and 2,386,325 shares issued and outstanding actual; shares issued, 2,437,500 shares outstanding pro form; and 3,818,215 shares issued and outstanding pro forma as adjusted		2		2		4

Paid-in capital		106,775		106,944		108,842
Accumulated deficit		(79,041)		(79,210)		(79,210)

Total Xcel Brands, Inc. stockholders’ equity		27,736		27,736		29,636
Non-controlling Interest		(2,026)		(2,026)		(2,026)
Total stockholders’ equity		25,710		25,710		27,610
Total capitalization	$	34,430	$	34,430	$	36,330


	Number of
	Shares
	of Common
	Stock	Percent
	Beneficially	Beneficially
Name and Address	Owned	Owned
Named executive officers and directors:
Robert W. D’Loren (1)	705,003	28.6	%
James F. Haran (2)	20,401	*
Seth Burroughs (3)	58,588	2.4	%
Howard Liebman (4)	24,366	*	%
Mark DiSanto (5)	201,491	8.2	%
Deborah Weinswig (6)	19,550	*
James Fielding (7)	18,750	*

All directors and executive officers as a group (7 persons) (8)	1,048,149	41.6	%

5% Shareholders:
Isaac Mizrahi (9)	167,233	6.9	%
Summit Trail Advisors (10)	196,250	8.1	%
UTG Capital, Inc. (11)	1,107,455	31.3	%


		Per Pre-
		Funded
	Per Share	Warrant	Total
Public offering price	$	$	$
Placement Agent fees(1)	$	$	$
Proceeds, before expenses and fees, to us	$	$	$


	Amount to be
	paid
SEC registration fee	$	813
FINRA filing fee	$	*
Accounting fees and expenses	$	150,000
Legal fees and expenses	$	50,000
Miscellaneous expenses	$	[100,000]
Total	$	400,000


Exhibit Number		Description

1.1		Form of Placement Agency Agreement**

3.1		Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. ⁽⁷⁾

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. ⁽²⁰⁾

3.3		Third Restated and Amended Bylaws of Xcel Brands, Inc. ⁽⁸⁾

4.1		Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements ⁽⁹⁾

4.2#		2021 Equity Incentive Plan ⁽¹¹⁾

4.3		Description of Registrant’s Securities ⁽¹⁰⁾

4.4		Warrant issued to G-III Apparel Group ⁽¹⁵⁾

4.5		Form of Representative’s Warrant issued on March 19, 2024 ⁽¹⁴⁾

4.6		Form of Common Stock Warrant issued on December 31, 2024 ⁽¹⁹⁾

4.7		Form of UTG Warrant ⁽²¹⁾

4.8		Form of Restore Warrant ⁽²¹⁾

4.8		Form of Restore Warrant Amendment ⁽²¹⁾

4.10		Form of FEAC Warrant Amendment ⁽²¹⁾

4.11		Form of Pre-funded Warrant**

5.1		Opinion of Blank Rome LLP**

9.1		Amended and Restated Voting Agreement between Xcel Brands, Inc. and IM Ready-Made, LLC, dated as of December 24, 2013 ⁽²⁾

9.2		Voting Agreement between Xcel Brands, Inc. and Judith Ripka Berk, dated as of April 3, 2014 ⁽⁴⁾

9.3		Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc. and H Company IP, LLC ⁽⁵⁾

9.4		Form of Voting Agreement dated as of February 11, 2019 ⁽¹⁾

10.1#		Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 ⁽¹⁰⁾

10.2#		Employment Agreement between the Company and James Haran dated February 27, 2019 ⁽¹⁰⁾

10.3#		Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 ⁽¹²⁾

10.4		Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc. and GBG USA Inc. ⁽⁶⁾

10.5		Membership Interest Purchase Agreement ⁽¹³⁾

10.6		Second Amendment to Membership Interest Purchase Agreement ⁽¹⁵⁾

10.7		Third Amendment to Membership Interest Purchase Agreement ⁽¹⁵⁾

10.8		Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D’Loren and Xcel Brands, Inc. ⁽¹⁴⁾

10.9		Subscription Agreement, dated as of March 15, 2024, by and between Seth Burroughs and Xcel Brands, Inc. ⁽¹⁴⁾

10.10		Subscription Agreement, dated as of March 15, 2024, by and between Mark X. DiSanto Investment Trust and Xcel Brands, Inc. ⁽¹⁴⁾

10.11		Asset Purchase Agreement dated June 21, 2024 ⁽¹⁶⁾

10.12		Amendment to Employment Agreement between the Company and Robert D’Loren ⁽¹⁷⁾

10.13#		Amendment to Employment Agreement between the Company and Seth Burroughs ⁽¹⁷⁾

10.14		Loan and Security Agreement dated as of December 12, 2024 by and among Xcel Brands, Inc., each subsidiary party thereto as guarantors, the financial institutions party there to as lenders, FEAC Agent, LLC, as administrative agent and collateral agent, and Restore Capital, LLC, as agent ⁽¹⁹⁾

10.15		Membership Pledge Agreement, dated as of December 12, 2024, by and between Xcel Brands, Inc., Xcel IP Holdings, LLC, Halston Holding Company, LLC, H Licensing, LLC and FEAC Agent, LLC ⁽¹⁹⁾

10.16		Second Amendment to Loan and Security Agreement, dated as of April 21, 2025, by and among Xcel Brands, Inc., each subsidiary party thereto as guarantors, the financial institutions party thereto as lenders and FEAC Agent, LLC as administrative agent and collateral agent ⁽²¹⁾

10.17		Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 ⁽²¹⁾

10.18		Support Agreement dated April 21, 2025 ⁽²¹⁾

10.19		Membership Interest Transfer Agreement effective as of April 15, 2025 ⁽²¹⁾

10.20		Form of Securities Purchase Agreement**

21.1		Subsidiaries of the Registrant ⁽¹⁵⁾

23.1		Independent Registered Public Accounting Firm’s Consent ^*

23.2		Consent of Blank Rome LLP (included in Exhibit 5.1) **

97.1		Clawback Policy ⁽¹⁵⁾

99.1		IM Topco, LLC Financial Statements as of December 31, 2023 and 2022, and for the Year Ended December 31, 2023 and Period from May 11, 2022 (inception) through December 31, 2022 and Independent Auditor’s Report ⁽¹⁸⁾

107		Filing Fee Table**


XCEL BRANDS, INC.

By:	/s/ Robert W. D’Loren
	Name:	Robert W. D’Loren
	Title:	Chief Executive Officer and Chairman


Signature	Title	Date

/s/ Robert W. D’Loren	Chief Executive Officer,	July 14, 2025
Robert W. D’Loren	and Chairman of the Board (Principal Executive Officer)

/s/ James F. Haran	Chief Financial Officer and Secretary	July 14, 2025
James F. Haran	(Principal Financial Officer and Principal Accounting Officer)

*	Director	July 14, 2025
Howard Liebman.

*	Director	July 14, 2025
Mark DiSanto

*	Director	July 14, 2025
James Fielding III

*	Director	July 14, 2025
Deborah Weinswig


*By:	/s/ James F. Haran	July 14, 2025
	James F. Haran
	attorney-in-fact

Amendment: SEC Form S-1/A filed by Xcel Brands Inc.