Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
XCEL BRANDS, INC (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
98400M200 (CUSIP Number) |
Robert W. D'Loren c/o XCel Brands, Inc., 550 7th Avenue, 11th Floor New York, NY, 10018 (347) 727-2474 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 98400M200 |
| 1 |
Name of reporting person
Robert W. D'Loren | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
911,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
XCEL BRANDS, INC | |
| (c) | Address of Issuer's Principal Executive Offices:
550 7th Avenue, 11th Floor, New York,
NEW YORK
, 10018. | |
Item 1 Comment:
This Amendment No. 7 further amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 11, 2011, as amended, by Robert W. D'Loren, an individual (the "Reporting Person"), with respect to the shares of common stock, par value $0.001 per share (the "Common Shares") of XCel Brands, Inc., a Delaware corporation (the "Issuer"), having principal executive offices at 550 7th Avenue, 11th Floor, New York, NY 10018. | ||
| Item 2. | Identity and Background | |
| (a) |
This Amendment No. 7 amends and substitutes in its entirety Item 2 to state as follows: This Statement is being filed by and on behalf of the Reporting Person. The Reporting Person's business address is c/o the Issuer, 550 7th Avenue, 11th Floor, New York, NY 10018. His present principal occupation is as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer, and the principal business and address at which he carries out such occupation is that of the Issuer. He is a citizen of the United States of America. | |
| (b) | Refer a above | |
| (c) | Refer a above | |
| (d) | During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | Refer d above | |
| (f) | Refer a above | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is inapplicable to this Amendment No. 7. | ||
| Item 4. | Purpose of Transaction | |
This Amendment No. 7 amends and substitutes in its entirety Item 4 to state as follows: On August 1, 2025, the Reporting Person purchased 124,200 shares of common stock from the Issuer in connection with a best efforts public offering at a price of $1.10 per share. On August 1, 2025, the Registrant purchased 82,159 shares of common stock from the Issuer in a private placement at a price of $1.38 per share. On June 30, 2025, the Issuer awarded 16,363 shares of common stock to the Reporting Person as partial payment of compensation and the Reporting Person surrendered 7,412 shares of common stock to the Issuer as payment of withholding tax liability. All of the Common Shares described in this Item 4 are deemed beneficially owned by the Reporting Person due to his voting power over such shares. Depending upon market conditions and other factors that the Reporting Person may deem material to his investment decisions, the Reporting Person may make purchases of Common Shares from time to time and may dispose of any or all of the Common Shares held by him at any time. Except as set forth in this Item 4 and to the extent that his role as Chief Executive Officer and Chairman of the Board of Directors of the Issuer grants to him the ability to directly or indirectly influence the management and policies of the Issuer, the Reporting Person has no plans or proposals which relate to or could result in any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may from time to time review or reconsider his position with respect to the Issuer or formulate plans or proposals with respect to any matter referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, but has no present intention of doing so. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change at any time his intention with respect to any or all of the Common Shares held by him as of the date of this Amendment No. 7. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Amendment No. 7 amends and substitutes in its entirety Item 5 to state as follows: The Reporting Person owns beneficially, and has sole voting and dispositive power with respect to, (i) 457,294 shares of common stock held by the Reporting Person, (ii) 60,731 shares of common stock held by the Irrevocable Trust of Rose Dempsey, of which the Reporting Person is a co-trustee and over which the Reporting Person has sole voting and dispositive power, (iii) 15,333 immediately exercisable warrants held by IPX Capital, LLC, a company controlled by the Reporting Person, (iv) 8,750 restricted shares, and (v) 8,750 immediately exercisable stock options. The Reporting Person also owns beneficially, and has sole voting power with respect to, (i) 167,233 shares of common stock held in the name of Isaac Mizrahi, and (ii), 193,271 shares of common stock as to which holders thereof granted to the Reporting Person irrevocable proxy and attorney-in-fact with respect to such shares. | |
| (b) | Refer a above | |
| (c) | Refer a above | |
| (d) | Refer a above | |
| (e) | Refer a above | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This Item 6 incorporates, by reference, (i) the information set forth under Item 5 of this Amendment No. 7 above, and (ii) the previous disclosures in Item 6 of this Schedule 13D as amended to date. | ||
| Item 7. | Material to be Filed as Exhibits. | |
This Amendment No. 7 incorporates the previous disclosures in Item 7 of this Schedule 13D as amended to date. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|