UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Executive Officers: Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 30, 2024, Xcel Brands, Inc. (the “Company”) entered into amendments (the “Amendments”) to the employment agreements dated February 27, 2019 with each of Robert W. D’Loren, its Chairman of the Board, Chief Executive Officer and President, and Seth Burroughs, its Executive Vice President of Business Development. Pursuant to each Amendment, the Company agreed with the respective executive officer that commencing July 16, 2024 and ending December 31, 2025, the executive officer shall accept and the Company shall pay for each month 40% of such executive officer’s pro rata portion of Base Salary (as defined in the respective employment agreement) for each such month through the issuance of shares of the Company’s common stock (the “Shares”). The Shares will be issued on the last day of each month and the number of Shares issuable for a month to Mr. D’Loren and Mr. Burroughs, shall be determined by dividing 40% of executive officer’s pro rated Base Salary for such month by the closing sale price of the Company’s common stock or the last trading day of such month. Each of Mr. D’Loren and Mr. Burroughs are permitted to pay the withholding tax through the forfeiture of a portion of the Shares.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
10.1 |
| Amendment to Employment Agreement between the Company and Robert D’Loren |
10.2 | Amendment to Employment Agreement between the Company and Seth Burroughs | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
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. (Registrant) | |||
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By: | /s/ James F. Haran | ||
Name: | James F. Haran | ||
Title: | Chief Financial Officer | ||
Date:August 2, 2024 | |||
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of February 27, 2019 (the “Employment Agreement”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and Robert W. D’Loren (the “Executive”, and together with the Company, the “parties”), is dated July 30, 2024.
WHEREAS, the parties have previously entered into the Employment Agreement providing for the terms and conditions of the employment of Executive by the Company;
WHEREAS, the parties wish to amend the Employment Agreement to amend certain provisions of the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Compensation. For the period from July 16, 2024 through December 31, 2025 Section 1.3(a) of the Employment Agreement is added at the end of Section 1.3(a):
(a)The Company shall pay 40% of the Base Salary through the issuance of shares of the Company’s Common Stock (the “Share Compensation”). The Share Compensation shall be paid on a monthly basis, in arrears on the last day of the month, through the issuance of a number of shares of common stock equal to 40% of the pro-rated Base Salary for such month divided by the last sale price of the Company’s common stock on the last trading day of the month.
2.Scope of Amendment. Except as specifically amended hereby, the Employment Agreement shall continue in full force and effect, unamended, from and after the date hereof.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment, intending to be legally bound hereby, as of the date first above written.
| XCEL BRANDS, INC. | ||
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| By: | /s/ James Haran | |
| | Name: | James Haran |
| | Title: | Chief Financial Officer |
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| EXECUTIVE: | ||
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| /s/ Robert D’Loren | ||
| Robert W. D’Loren | ||
Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of February 27, 2019 (the “Employment Agreement”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and Seth Burroughs (the “Executive”, and together with the Company, the “parties”), is dated July 30, 2024.
WHEREAS, the parties have previously entered into the Employment Agreement providing for the terms and conditions of the employment of Executive by the Company;
WHEREAS, the parties wish to amend the Employment Agreement to amend certain provisions of the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Compensation. For the period from July 16, 2024 through December 31, 2025 Section 1.3(a) of the Employment Agreement is added at the end of Section 1.3(a):
(a)The Company shall pay 40% of the Base Salary through the issuance of shares of the Company’s Common Stock (the “Share Compensation”). The Share Compensation shall be paid on a monthly basis, in arrears on the last day of the month, through the issuance of a number of shares of common stock equal to 40% of the pro-rated Base Salary for such month divided by the last sale price of the Company’s common stock on the last trading day of the month.
2.Scope of Amendment. Except as specifically amended hereby, the Employment Agreement shall continue in full force and effect, unamended, from and after the date hereof.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment, intending to be legally bound hereby, as of the date first above written.
| XCEL BRANDS, INC. | ||
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| By: | /s/ James Haran | |
| | Name: | James Haran |
| | Title: | Chief Financial Officer |
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| EXECUTIVE: | ||
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| /s/ Seth Burroughs | ||
| Seth Burroughs | ||