<SEC-DOCUMENT>0001104659-25-078586.txt : 20250814
<SEC-HEADER>0001104659-25-078586.hdr.sgml : 20250814
<ACCEPTANCE-DATETIME>20250814160533
ACCESSION NUMBER:		0001104659-25-078586
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250814
DATE AS OF CHANGE:		20250814

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			XCel Brands, Inc.
		CENTRAL INDEX KEY:			0001083220
		STANDARD INDUSTRIAL CLASSIFICATION:	PATENT OWNERS & LESSORS [6794]
		ORGANIZATION NAME:           	05 Real Estate & Construction
		EIN:				760307819
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-61619
		FILM NUMBER:		251218791

	BUSINESS ADDRESS:	
		STREET 1:		1333 BROADWAY
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018
		BUSINESS PHONE:		(347) 727-2474

	MAIL ADDRESS:	
		STREET 1:		1333 BROADWAY
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NETFABRIC HOLDINGS, INC
		DATE OF NAME CHANGE:	20050516

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HOUSTON OPERATING CO
		DATE OF NAME CHANGE:	19990402

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			D LOREN ROBERT W
		CENTRAL INDEX KEY:			0001086742
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		475 10TH AVENUE
		STREET 2:		4TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: D LOREN ROBERT W -->
          <cik>0001086742</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>


    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>7</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.001 per share</securitiesClassTitle>
      <dateOfEvent>08/01/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001083220</issuerCIK>
        <issuerCUSIP>98400M200</issuerCUSIP>
        <issuerName>XCEL BRANDS, INC</issuerName>
        <address>
          <com:street1>550 7th Avenue</com:street1>
          <com:street2>11th Floor</com:street2>
          <com:city>New York</com:city>
          <com:stateOrCountry>NY</com:stateOrCountry>
          <com:zipCode>10018</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Robert W. D'Loren</personName>
          <personPhoneNum>(347) 727-2474</personPhoneNum>
          <personAddress>
            <com:street1>c/o XCel Brands, Inc.</com:street1>
            <com:street2>550 7th Avenue, 11th Floor</com:street2>
            <com:city>New York</com:city>
            <com:stateOrCountry>NY</com:stateOrCountry>
            <com:zipCode>10018</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001086742</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Robert W. D'Loren</reportingPersonName>
        <fundType>PF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>911362.00</soleVotingPower>
        <sharedVotingPower>0.00</sharedVotingPower>
        <soleDispositivePower>360504.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
        <aggregateAmountOwned>911362.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>19.0</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.001 per share</securityTitle>
        <issuerName>XCEL BRANDS, INC</issuerName>
        <issuerPrincipalAddress>
          <com:street1>550 7th Avenue</com:street1>
          <com:street2>11th Floor</com:street2>
          <com:city>New York</com:city>
          <com:stateOrCountry>NY</com:stateOrCountry>
          <com:zipCode>10018</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>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.</commentText>
      </item1>
      <item2>
        <filingPersonName>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.</filingPersonName>
        <principalBusinessAddress>Refer a above</principalBusinessAddress>
        <principalJob>Refer a above</principalJob>
        <hasBeenConvicted>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.</hasBeenConvicted>
        <convictionDescription>Refer d above</convictionDescription>
        <citizenship>Refer a above</citizenship>
      </item2>
      <item3>
        <fundsSource>Item 3 is inapplicable to this Amendment No. 7.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>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.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>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.</percentageOfClassSecurities>
        <numberOfShares>Refer a above</numberOfShares>
        <transactionDesc>Refer a above</transactionDesc>
        <listOfShareholders>Refer a above</listOfShareholders>
        <date5PercentOwnership>Refer a above</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>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.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>This Amendment No. 7  incorporates the previous disclosures in Item 7 of this Schedule 13D as amended to date.</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Robert W. D'Loren</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Robert W. D'Loren</signature>
          <title>Robert W. D'Loren</title>
          <date>08/14/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
</edgarSubmission>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
