SCHEDULE 13G 0001418746 XXXXXXXX LIVE Common Stock, $0.001 par value per share 08/01/2025 0001083220 XCel Brands, Inc. 98400M200 1333 Broadway 10th Floor New York NY 10018 Rule 13d-1(c) Potomac Capital Management, Inc. b NY 315299.00 0.00 315299.00 0.00 315299.00 N 6.6 CO Paul J. Solit b X1 316249.00 0.00 316249.00 0.00 316249.00 N 6.6 IN Potomac Capital Management V LLC b DE 315299.00 0.00 315299.00 0.00 315299.00 N 6.6 OO limited liability company Potomac Capital Partners V, LP b DE 315299.00 0.00 315299.00 0.00 315299.00 N 6.6 PN XCel Brands, Inc. 1333 Broadway, 10th Floor, New York, NY 10018 This statement (this "Statement") is being filed by: (1) Paul J. Solit; (2) Potomac Capital Management Inc., a New York corporation (the "Investment Manager"); (3) Potomac Capital Management V LLC, a Delaware limited liability company (the "General Partner"); and (4) Potomac Capital Partners V, LP, a Delaware limited partnership (the "Fund") (all of the foregoing, collectively, the "Reporting Persons"). The Fund is a private investment vehicle. The Investment Manager is the investment manager of the Fund. The General Partner is the general partner of the Fund. Mr. Solit is the principal and controlling person of the Investment Manager and the General Partner. Mr. Solit, the Investment Manager and the General Partner may be deemed to beneficially own the shares of Common Stock owned directly by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares beneficially owned directly by such Reporting Person. The principal business office of the Reporting Persons is 360 East 89th Street, Apt 8B, New York, NY, 10128 For citizenship or place of organization see Item 4 of the cover page of each Reporting Person. Y See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on August 1, 2025, the Date of Event which requires the filing of this Schedule 13G. The shares of Common Stock reported include 315,299 shares held directly by the Fund and an additional 950 shares held in accounts in the names of Mr. Solit's children See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 4,762,360 shares of Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Prospectus filed with the SEC on August 1, 2025. See Item 5 on the cover page for each Reporting Person. See Item 6 on the cover page for each Reporting Person. See Item 7 on the cover page for each Reporting Person. See Item 8 on the cover page for each Reporting Person. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. 99.1 - Joint Filing Agreement Potomac Capital Management, Inc. /s/ Paul J. Solit 09/02/2025 Paul J. Solit /s/ Paul J. Solit 09/02/2025 Potomac Capital Management V LLC /s/ Paul J. Solit 09/02/2025 Potomac Capital Partners V, LP /s/ Paul J. Solit 09/02/2025