UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On September 26, 2025, Xcel Brands, Inc. (the “Company”), IM Topco, LLC (“IM Topco”), IMWHP, LLC (“IMWHP”) and IMWHP2 LLC (“IM2”) entered into a Settlement Agreement pursuant to which the Company entered into a Membership Interest Transfer Agreement with IMWHP and IMWHP2 (the “Transfer Agreement”), Xcel-CT MFG, LLC (“Xcel-CT”), a subsidiary of the Company, was released from any further liability under certain provisions of the License Termination Agreement between IM Topco and Xcel-CT. In addition, pursuant to the Settlement Agreement, the Company received a capital appreciation right to receive 15% of the net consideration received by IM Topco, IMWHP, IMWHP2 and any other equity holders of IM Topco in excess of $46 million in connection with a capital transaction involving IM Topco which occurs on or before September 1, 2032
Pursuant to the Transfer Agreement Xcel agreed to transfer to IM2 all of its equity interests in IM Topco, which represented equity interests equal to 17.5% of the outstanding equity interests of IM Topco, on October 1, 2025 (the “Transfer”).
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
10.1 | |
10.2 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 2, 2025 | |||
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