SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August
(Exact Name of Registrant as Specified in
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|1333 Broadway, 10th Floor, New York, NY
|(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including
(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 ¨
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. ¨
Item 7.01 Regulation FD Disclosure.
A copy of the investor presentation described above is furnished
herewith as Exhibit 99.1.
The information furnished pursuant to Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
The furnishing of the information under Item 7.01 in this
Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company (i) that
the furnishing of the information in this Item 7.01 is required by Regulation FD, (ii) that the information under
Item 7.01 in this Current Report on Form 8-K is material or complete, or (iii) that investors should consider this information
before making an investment decision with respect to any security of the Company.
This Form 8-K contains “forward-looking statements”
within the meaning of the safe harbor provisions of the federal securities laws. It should be read in conjunction with the ‘Safe
Harbor” statement contained in the presentation material and the risk factors included in the Company’s periodic reports
filed with the Securities and Exchange Commission that discuss important factors that could cause the Company’s results to
differ materially from those anticipated in such forward-looking statements.
Item 9.01 Financial Statement and Exhibits.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
thereunto duly authorized.
||XCEL BRANDS, INC.|
||/s/ James F. Haran|
||James F. Haran|
||Chief Financial Officer|
Date: August 15, 2018