XCel Brands, Inc.

S-11 xelb-20250702xs1.htm S-1

As filed with the Securities and Exchange Commission on July 2, 2025

Registration Number 333-[·]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

XCEL BRANDS, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

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.

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.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS****SUBJECT TO COMPLETION DATED JULY 2, 2025

Up to 1,381,215 Shares of Common Stock

Up to 1,381,215 Pre-Funded Warrants to purchase up to 1,381,215 Shares of Common Stock

Up to 1,381,215 Shares of Common Stock Underlying such Pre-Funded Warrants

Xcel Brands, Inc.

We are offering, on a “best-efforts” basis up to 1,381,215 shares of our common stock of Xcel Brands, Inc. Our common stock is listed on the Nasdaq Capital Market under the symbol “XELB.” On June 30, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.81 per share, which is the per share offering price we have assumed for purposes of this preliminary prospectus.

We are also offering to those purchasers, if any, whose purchase of shares of our common stock in this offering would otherwise result in such 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 any such purchaser so chooses, pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”), in lieu of shares that would otherwise result in 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 public offering price of each Pre-Funded Warrant will equal the price per share in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will equal $0.001 per share. This offering also relates to the shares of common stock issuable upon exercise of the Pre-Funded Warrants sold in this offering.

Certain members of our management have indicated an interest in purchasing up to 10% of the securities sold in this offering. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell or not sell shares to members of our management, and members of our management could determine to purchase or not purchase units in this offering.

The offering price of the shares represents a % discount to the last reported sale price of our common stock on , 2025. The discount to the trading price of our common stock could have a negative impact on the trading price of our common stock which could be immediate and material and could impact our ability to maintain listing of our common stock on Nasdaq. For a description of how the offering price will be determined, wee “Plan of Distribution – Determination of Offering Price and Warrant Exercise Price” beginning on page 37.

*This offering will terminate on [ ], 2025 unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The public offering price per ordinary unit and per pre-funded unit will be fixed for the duration of this offering. The offering will settle delivery versus payment/receipt versus payment. Accordingly, we and the placement agent have not made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.*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-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. Without an active market, the liquidity of these Pre-Funded Warrants will be limited.

We are a “smaller reporting company” as defined under the federal securities laws and, under applicable Securities and Exchange Commission rules, we have elected to comply with certain reduced public company reporting and disclosure requirements.

Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page10** of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus**.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The placement agent expects to deliver the securities sold in this offering to the purchasers on or about , 2025.

Sole Placement Agent

Maxim Group LLC

The date of this prospectus is , 2025

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