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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2024

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware

    

001-37527

    

76-0307819

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1333 Broadway, New York, New York

10018

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (347) 727-2474

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

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 pursuant to Section 13(a) of the Exchange Act. 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

XELB

NASDAQ Global Select Market

Item 1.01

Entry Into a Material Definitive Agreement

On June 21, 2024, Xcel Brands, Inc. (the “Company”) and Gold Licensing, LLC, a wholly-owned subsidiary of the Company (“Gold” and, together with the Company, the “Xcel Parties”), entered  into an asset purchase agreement (the “Agreement”)with Lori Goldstein (“LG”) and Lori Goldstein Ltd (“Buyer” and, together with LG, the “LG Parties”) with respect to the sale by Gold to Buyer of all of the assets acquired by Gold pursuant to the Asset Purchase Agreement (the “Prior APA”) dated Mach 30, 2021 and any intellectual property created thereafter that is based on such amounts (collectively, the “Assets”) as contemplated by the Binding Term Sheet dated May 22, 2024 by and among the Xcel Parties and LG Parties.  The sale of the Assets contemplated by the Agreement will be effective June 30, 2024.

Item 9.01

Financial Statement and Exhibits

(d) Exhibits

Exhibits 10.1

Asset Purchase Agreement dated June 21, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XCEL BRANDS, INC. (Registrant)

By:

/s/ James F. Haran

Name:

James F. Haran

Title:

Chief Financial Officer

Date: June 24, 2024