SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 7, 2017
XCEL BRANDS, INC.
(Exact name of registrant as specified
in its charter)
or Other Jurisdiction
|1333 Broadway, New York, New York
|(Address of Principal Executive Offices)
Registrant’s telephone number,
including area code (347) 727-2474
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 pursuant to Section 13(a) of the Exchange Act. x
|Item 5.03||Amendments to Articles of Incorporation or Bylaws:
Change in Fiscal Year.
On December 7, 2017, the Board of Directors
of Xcel Brands, Inc. (the “Company”) approved the further amendment and restatement of the Second Amended and Restated
By-laws of the Company (the “Amended By-laws”).
The Amended By-laws further amend and restate
the Company’s Second Amended and Restated By-laws in order to (i) provide that directors may be removed by stockholders
only for “cause”, (ii) define “cause and (iii) clarify that the chairman of any meeting of stockholders may
adjourn such meeting whether or not a quorum is present.
The foregoing summary of the Amended By-laws
is qualified in their entirety by reference to the text of the Amended By-laws, a copy of which are filed as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
|Item 8.01||Financial Statements
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.
||/s/ James F. Haran
||James F. Haran
||Chief Financial Officer
Date: December 8, 2017