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EX-3.2 - EXHIBIT 3.2 - XCel Brands, Inc.tv481032_ex3-2.htm















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





(Exact name of registrant as specified in its charter)




Delaware   001-37527   76-0307819

(State or Other Jurisdiction
of Incorporation)



File Number)


(IRS Employer
Identification No.)


1333 Broadway, New York, New York   10018
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code (347) 727-2474


Not Applicable

(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 A.2. below):


¨ 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 5.03Amendments 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 8.01Financial Statements and Exhibits.


Exhibit   Description
No. 3.2   Third Amended and Restated By-laws







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.




By:  /s/ James F. Haran  
  Name:  James F. Haran  
  Title: Chief Financial Officer  


Date: December 8, 2017