S-1/A 1 xelb-20260423xs1a.htm S-1/A

As Filed with the Securities and Exchange Commission on April 23, 2026

Registration Statement No. 333-293200

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

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 W. 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:

Brad L. Shiffman, Esq.

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 885-5442

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.


ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	5
RISK FACTORS	7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	11
DIVIDEND POLICY	11
DETERMINATION OF THE OFFERING PRICE	11
DESCRIPTION OF THE WHITE LION TRANSACTION	12
DESCRIPTION OF THE PRIVATE PLACEMENT	15
DESCRIPTION OF OUR CAPITAL STOCK	17
SELLING STOCKHOLDERS	21
PLAN OF DISTRIBUTION	25
LEGAL MATTERS	27
EXPERTS	27
WHERE YOU CAN FIND ADDITIONAL INFORMATION	27
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	27

Shares offered by the Selling Stockholders		13,628,865 shares, consisting of: (i) up to 11,019,485 Purchase Shares, (ii) up to 37,500 Commitment Shares, (iii) 896,126 Shares issued pursuant to the Purchase Agreement, (iv) 773,929 Pre-Funded Warrant Shares issued or issuable upon the exercise of the Pre-Funded Warrants, (v) 835,023 Warrant Shares issued or issuable upon the exercise of the Warrants; and (vi) 66,802 Placement Agent Warrant Shares issued or issuable upon the exercise of the Placement Agent Warrants.
Total common stock outstanding prior to this offering		6,014,071 shares
Total common stock to be outstanding immediately after this offering		18,746,810 shares, assuming (i) the exercise in full of all Pre-Funded Warrants, Warrants, and Placement Agent Warrants and (ii) the sale of all of the Purchase Shares. The actual number of shares issued will vary depending on the sales prices of the Purchase Shares in this offering, but will not be greater than 1,202,213 shares (including the Commitment Shares) representing 19.99% of the shares of our Common Stock outstanding on the date of the Common Stock Purchase Agreement, unless: (i) we first obtain stockholder approval to issue shares in excess of such amount under the Purchase Agreement; or (ii) the average price of all shares of Common Stock issued to White Lion (the “Exchange Cap”) under the Common Stock Purchase Agreement equals or exceeds $1.36 per share, so that the Exchange Cap limitation would not apply to issuances and sales of Common Stock under the Common Stock Purchase Agreement under applicable Nasdaq rules.
Registration of the Shares		Pursuant to the terms of the Purchase Agreement, we agreed to file a registration statement with respect to the registration of the resale of the shares issued or issuable pursuant to the Private Placement, including the Private Placement Shares and those underlying the Pre-Funded Warrants and Warrants no later than 30 calendar days after the Closing Date, and to use commercially reasonable efforts to have such registration statement declared effective by the United States Securities and Exchange Commission (the “SEC”) no later than the sixtieth (60) day following the Closing Date (or, in the event of a review by the SEC, the later of (i) ninetieth (90) day following the Closing Date and (ii) the twentieth (20th) day following the date on which the Company files its Annual Report on Form 10-K for the year ending December 31, 2025) and use commercially reasonable efforts to keep such registration statement effective at all times until the earlier of (i) such time as no Purchaser owns any Shares, Warrant Shares, or Pre-Funded Warrant Shares issuable upon exercise thereof and (ii) such time as all Purchasers are eligible to resell all Shares, Warrant Shares, and Pre-Funded Warrant Shares pursuant to Rule 144 without compliance by the Company with the current public information requirement of Rule 144. Pursuant to the Common Stock Purchase Agreement, the Company is obligated to: (a) file a registration statement on Form S-1 with the SEC covering (i) any shares of Common Stock issued as part of the Commitment Fee and (ii) the maximum number of Purchase Shares issuable pursuant to the Purchase Agreement (collectively, the “Registrable Securities”); (b) use its commercially reasonable best efforts to have the registration statement and any amendment thereto declared effective under the Securities Act of 1933, as amended (the “Securities Act”) as soon as practicable after such filing and (c) use its commercially reasonable best efforts to keep such registration statement continuously effective under the Securities Act pursuant to Rule 415 promulgated under the Securities Act and available for the resale by

		Common Stock of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date on which shall have resold all the Registrable Securities covered thereby (ii) the date of termination of the Purchase Agreement if as of such termination date holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Common Stock Purchase Agreement) and (iii) all such securities cease to be Registrable Securities.
Use of Proceeds		The Selling Stockholders will receive all of the proceeds from the sale of the shares sold by them pursuant to this prospectus. We will not receive any proceeds from the sale of shares by the Selling Stockholders. We may receive up to $15.0 million aggregate gross proceeds under the Common Stock Purchase Agreement from any sales of shares of our Common Stock we make to White Lion pursuant to the Purchase Agreement after the commencement, assuming that we sell the full amount of our Common Stock that we have the right, but not the obligation to sell to White Lion under the Common Stock Purchase Agreement. Any proceeds that we receive from sales of shares of our Common Stock to White Lion under the Common Stock Purchase Agreement will be for working capital and general corporate purposes. See “Use of Proceeds.”
Plan of Distribution		The Selling Stockholders named in this prospectus, or their pledgees, assignees and successors-in-interest, may offer or sell the shares offered hereby from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may also resell the securities to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution.”
Risk Factors		See “Risk Factors” beginning on page 5 of this prospectus and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.
Nasdaq Capital Market trading symbol		Our shares are listed on Nasdaq Capital Market under the symbol “XELB.” There is no established trading market for the Pre-Funded Warrants, Warrants, and Placement Agent Warrants and we do not expect a market to develop. We do not intend to list the Pre-Funded Warrants, Warrants, or Placement Agent Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants, Warrants, and Placement Agent Warrants will be limited.


		Number of		Maximum
		Shares		Number of		Number of
		of Common		Shares		Shares
		Stock		of Common		of Common		Percentage
		Beneficially		Stock		Stock		of Shares
		Owned		to be Sold		Beneficially		Beneficially
		Prior to		in this		Owned After		Owned after
Name of Selling Stockholders		Offering		Offering		Offering		Offering
Rita Berman⁽¹⁾		30,549		30,549		0		*	%
Howard Brous⁽²⁾		33,401		33,401		0		*
Mathew Campbell⁽³⁾		81,248		61,099		20,149		*
Brian Hampton⁽⁴⁾		61,099		61,099		0		*
Olin Lancaster⁽⁵⁾		91,648		91,648		0		*
Robert D’Loren⁽⁶⁾		1,107,825		122,199		985,626		16.2
MAZ Partners, LP⁽⁷⁾		353,028		122,199		230,829		3.9
Jeremy Novak (8)		213,879		213,879		0		*
Potomac Capital Partners V, LP⁽⁹⁾		583,487		916,495		408,400		6.9
Evan and Jill Seigerman⁽¹⁰⁾		61,099		61,099		0		*
Roberta Solit⁽¹¹⁾		61,099		61,099		0		*
Stella Solit⁽¹²⁾		98,009		97,759		250		*
David Steinke⁽¹³⁾		61,099		61,099		0		*
Wellington Shields & Co. LLC⁽¹⁴⁾		68,734		33,401		35,333		*
Jeff Wolpov⁽¹⁵⁾		152,748		152,748		0		*
Jeff Yokuty⁽¹⁶⁾		452,137		452,137		0		*
White Lion Capital, LLC ⁽¹⁷⁾		(18)		11,056,985(19)		0		*


		Amount
SEC registration fee		$	2,719.70
Accounting fees and expenses		$	15,000.00
Legal fees and expenses		$	75,000.00
Miscellaneous fees and expenses		$	7,280.30
Total expenses		$	100,000.00


Exhibit No.		Exhibit Description

3.1		Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 24, 2017)
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 24, 2025)
3.3		Third Restated and Amended Bylaws of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 8, 2017)
4.1		Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements (Incorporated by reference to the appropriate Exhibit to the Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on August 15, 2016)
4.2#		2021 Equity Incentive Plan (Incorporated by reference to the appropriate Exhibit to the revised Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on October 20, 2021)
4.3		Description of Registrant’s Securities (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021)
4.4		Warrant issued to G-III Apparel Group (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
4.5		Form of Representative’s Warrant issued on March 19, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
4.6		Form of Common Stock Warrant issued on December 31, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024)
4.7		Form of UTG Warrant (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
4.8		Form of Restore Warrant (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
4.9		Form of Restore Warrant Amendment (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
4.10		Form of FEAC Warrant Amendment (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
4.11		Form of Placement Agent’s Warrants issued on August 1, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
4.12		Form of Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
4.13		Form of Pre-Funded Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
4.14		Form of Placement Agent Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
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 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2013)
9.2		Voting Agreement between Xcel Brands, Inc. and Judith Ripka Berk, dated as of April 3, 2014 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 9, 2014)
9.3		Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc. and H Company IP, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2014)

9.4		Form of Voting Agreement dated as of February 11, 2019 (Incorporated by reference to the appropriate exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 15, 2019)
10.1		Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc. and GBG USA Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on July 14, 2015)
10.2		Employment Agreement between the Company and James Haran dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021)
10.3#		Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021)
10.4#		Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on April 15, 2022)
10.5		Membership Interest Purchase Agreement, dated May 27, 2022 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 3, 2022)
10.6		Second Amendment to Membership Interest Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
10.7		Third Amendment to Membership Interest Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
10.8		Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D’Loren and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
10.9		Subscription Agreement, dated as of March 15, 2024, by and between Seth Burroughs and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
10.10		Subscription Agreement, dated as of March 15, 2024, by and between Mark X. DiSanto Investment Trust and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
10.11		Asset Purchase Agreement dated June 21, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 24, 2024)
10.12		Amendment to Employment Agreement between the Company and Robert D’Loren (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024)
10.13#		Amendment to Employment Agreement between the Company and Seth Burroughs (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024)
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 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024)
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 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024)
10.16		Membership Interest Transfer Agreement effective as of April 15, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
10.17		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 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)

10.18		Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
10.19		Support Agreement dated April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
10.20		Form of Securities Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Registration Statement on Form S-1, which was filed with the SEC on July 2, 2025)
10.21		Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc., and Robert W. D’Loren (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
10.22		Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Mark DiSanto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
10.23		Form of Securities Purchase Agreement, by and between Xcel Brands, Inc., and the purchasers identified on the signature pages thereto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
10.24		Membership Interest Transfer Agreement, dated September 25, 2025, by and among IMWHP, LLC, IMWHP2, LLC, and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 2, 2025)
10.25		Settlement Agreement, dated September 25, 2025, by and among IM Topco, LLC, IMWHP, LLC, IMWHP2, LLC, Xcel Brands, Inc., Xcel-CT MFG, LLC and IM Brands, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 2, 2025)
10.26		Third Amendment and Consent to Loan and Security Agreement, dated as of October 7, 2025, by and among Xcel Brands, Inc., each other Credit Parties thereto, each Lender party thereto, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 10, 2025)
10.27**		Fourth Amendment and Consent to Loan and Security Agreement, dated as of November 18, 2025, by and among Xcel Brands, Inc., each other Credit Parties thereto, each Lender party thereto, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (Incorporated by reference to the appropriate Exhibit to the Registration Statement on Form S-1, which was filed with the SEC on February 4, 2026)
10.28		Form of Securities Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
10.29		Placement Agency Agreement (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
10.30		Common Stock Purchase Agreement entered into effective January 21, 2026 by and between the Company and White Lion Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on January 23, 2026)
10.31		Registration Rights Agreement entered into effective January 21, 2026 by and between the Company and White Lion Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on January 23, 2026)
10.32		Fifth Amendment and Consent to Loan and Security Agreement, dated as of February 20, 2026, by and among Xcel Brands, Inc., each other Credit Parties thereto, each Lender party thereto, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 24, 2026)
10.33		Sixth Amendment and Consent to Loan and Security Agreement, dated as of March 20, 2026, by and among Xcel Brands, Inc., each other Credit Parties thereto, each Lender party thereto, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 24, 2026)
10.34		Senior Secured Note due April 13, 2027 issued to Smithline Family Trust II (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)

10.35		Senior Secured Note due April 13, 2027 issued to Quick Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.36		Senior Secured Note due April 13, 2027 issued to Clear Markets Capital, LLC, d/b/a IPX Capital, LLC (“IPX”) (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.37		Term Loan A Note issued to IPX dated April 13, 2026 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.38		Term Loan B Note issued to UTG Capital Inc. dated April 13, 2026 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.39		Seventh Amendment and Consent to Loan and Security Agreement, dated as of April 13, 2026, by and among Xcel Brands, Inc., each other Credit Parties thereto, each Lender party thereto, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.40		Securities Purchase Agreement dated as of April 13, 2026 by and among Quick Capital, LLC, IPX and the purchaser identified on the signature page thereto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.41		Security Agreement dated as of April 13, 2026 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
10.42		Intellectual Property Security Agreement dated as of April 13, 2026 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 17, 2026)
21.1		Subsidiaries of the Registrant (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
23.1*		Consent of Marcum LLP
23.2*		Consent of Wolf & Company, P.C.
23.3**		Consent of Blank Rome LLP (See Exhibit 5.1 above)
97.1		Clawback Policy (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
107**		Filing Fee Table


	XCEL BRANDS, INC.

	By:	/s/ Robert W. D’Loren
		Robert W. D’Loren
		Chief Executive Officer


Signature		Title		Date

/s/ Robert W. D’Loren		Chief Executive Officer		April 23, 2026
Robert W. D’Loren

/s/ James F. Haran		Chief Financial Officer		April 23, 2026
James F. Haran

/s/ Howard Liebman				April 23, 2026
Howard Liebman		Director

				April 23, 2026
Mark DiSanto		Director

/s/ Deborah Weinswig				April 23, 2026
Deborah Weinswig		Director

/s/ James Fielding				April 23, 2026
James Fielding		Director

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