SecProbe.io

November 3, 2011
 Via E-Mail

Robert W. D’Loren, Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018
Re: Xcel Brands, Inc.
Form 8-K for the Report Date of September 29, 2011
  Filed October 5, 2011
File No. 000-31553

Dear Mr. D’Loren:
We have reviewed your current report and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter by amendi ng your filing and providing the requested
information.  If you do not believe our comments a pply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General

1. In light of the significant amounts of comm on stock that are issu able due to warrant
agreements related to the priv ate placement, the term loan, and other transactions, please
revise the appropriate places of the current report to disc uss the potential dilution that
may occur if the warrants are exercised or  if various provision s requiring additional
consideration to be paid to IM Ready or  employees upon the achievement of certain
revenue milestones are triggered.
The Merger, page 3
2. Please revise to clarify Mr. Stephen J. Cole-H atchard’s role in the merger transaction and
the consideration he provided for his newl y issued 47,132 shares of common stock of the
Company.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 2

 Private Placement, page 4
3. Please revise to identify the executive officers and describe the number, nature and
character of the accre dited investors that have pu rchased units under the private
placement offering.  Also, please revise the disclosure here or on pages 60 and 61 to
disclose the facts relied upon for the exempti on under Section 4(2) of  the Securities Act,
as required by Item 701(d) of Regulation S-K.  We note, for example, you do not indicate
whether the investors were accredited or sophisticated with access to information
generally available in a registered offering.
Term Loan, page 5
4. Please revise to clarify the consequences s hould the Company fail to meet its financial
covenants.
5. Please revise to clarify whether the financial covenants and restricti ons of the term loan
with MidMarket Capital Partners LLC is rest ricted to the IM Brands business.  For
example, should the Company raise additional funds or acquire another licensor, please
describe whether the term loan’s financial c ovenants will impact businesses outside of the
IM Brands.
Acquisition of the Isaac Mizrahi Business, page 8
6. Please revise this section to remove the referenc es to “certain” as it pertains to items such
as the acquisition of assets, rights related to  the IM Trademarks, design services subject
to the Earthbound Agreement, obligations of IM Ready and Isaac Mizrahi that constitute
closing considerations.  Please describe these items with sufficient detail to include all
material items in each category.
7. Please revise to clarify whether Earthbound ha s selected a board observer and what the
observer rights entail.
8. Please revise to clarify under what circumst ances the Company has the discretion to issue
IM Ready shares of common stock in lieu of  cash consideration for its Earn Out Value
payments and up to $2,765,500 in cash or stock for achieving aggregate net royalty income of at least $2,500,000 from QVC.  Al so, please revise to define “actual net
royalty income” and “aggregate net royalty income” as it pertains to these pay out
provisions.
9. Please revise to clarify here and the Descripti on of Business section the services that were
previously provided by Earthbound to IM Ready and what transitional services they will
provide in the future.  To the extent that  Earthbound’s role with the Company changes,
please revise to clarify how the Company will perform those services or activities in the
future.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 3

 10. Please revise to clarify whether IM Ready reta ins any of its business related to the design
or licensing of apparel or otherw ise operates in the apparel or  fashion industry, other than
as an investment vehicle for Mr. Isaac Mizrah i and Ms. Marisa Gardini to hold shares in
the Company.
Business, page 11
Overview, page 11
11. Please revise to clarify whether you have acquired any other licensing businesses other
than the Isaac Mizrahi Business.
12. Please revise to clarify whether HSN is your  client or licensee of your products or
trademarks.  Also, please revise to clarify any restrictions your agreement with QVC will have on your ability to license your products with competing Direct-Response Television
retailers.
13. Please revise to provide more details of your  acquisition strategy, as  briefly described on
page 17.  Clarify whether addi tional funding is necessary to  implement your acquisition
strategy and if you have any curr ent plans to raise such funding.
14. Please discuss how you will acquire additi onal trademarks in a “multi-channel”
distribution strategy, as briefl y described on page 20.  For example, it is unclear whether
the acquisition of additional trademarks w ould require the acquisition or hiring of
additional separate design teams or whethe r your existing design te am would handle new
designs for new trademarks.
Licensing Business, page 12

15. Please revise to disclose the material te rms of your amended QVC licensing agreement
and your Liz Claiborne  New York design agreement.  Also, please file your Liz
Claiborne New York design agreement as an exhibit, pursuant to Item 601(b)(10) of
Regulation S-K.
16. Please revise to describe the general nature and character of your licenses and licensees.
For example, it is unclear the extent that the QVC and the LCNY agreements constitute a substantial amount of your ove rall business.  Plea se disclose the percentage of your
revenue that relates to QVC, LCNY, any other material licenses in aggregate by relevant
category.
17. Please revise to clarify whet her the LCNY agreement also involves licensing the Isaac
Mizrahi brand, as it ap pears this line is marketed as  an Isaac Mizr ahi collection.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 4

 Competition, page 15
18. Please provide a more detailed discussion of  the competitive conditions of your industry,
generally the number of competitors, and your competitive position in your industry, as
required by Item 101(h)(4)(iv)  of Regulation S-K.
Trademarks, page 15
19. Please revise to clarify how the Company mon itors and protects its trademarks, including
whether the primary responsibility is with th e Company or its major licensees like QVC.
20. Please clarify whether the Company or its licen sees have significant international revenue
that may require the registration of foreign trademarks or other intellectual property.
Management’s Discussion and Analysis, page 33
Overview, page 33
21. Please revise your Overview to discuss any tren ds, events and uncertainties as they relate
to your business.  This discussion should include your increased executive compensation
to be paid pursuant to your new employm ent agreements, your need to upgrade your
technology, your ability to acquire and inte grate new trademarks and potentially new
design teams into your Company, your ability to fund acquisitions, and any other trends,
events and uncertainties that may materially  affect your financial condition or operating
performance.
Critical Accounting Policies and Estimates, page 34
Revenue Recognition, page 34
22. You indicate that “revenue is essentially earned when the Isaac Mizrahi Business has
substantially met i[t]s obligations to be entitled to the benefits represented by the
revenue.”  Explain how this policy complies w ith the revenue recogni tion criteria of SAB
Topic 13.
Trend Information Discussion, page 37
23. Please revise here and elsewhere to disclose  why the Company believes that its revenues
from its QVC agreement will result in signi ficantly increased sales.  Also, given your
various employment agreements, sales commission agreements, and agreements related to the acquisition of the Isaac Mizrahi Busine sses, please provide a discussion how such
increased sales would affect your obligation to  issue new shares or pay cash if certain
financial milestones are met.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 5

 Liquidity and Capital Resources, page 37
24. Your discussion and analysis of liquidity and capital resources should provide a clear
picture of your ability to ge nerate cash and to meet existing and known or reasonably
likely short-term and long-term cash requireme nts.  You should provide a comprehensive
discussion of the significant changes in your sources and us es of cash from period to
period and the impact of these changes on your  liquidity and capital resources.  Your
disclosure should include a di scussion of prospective info rmation regarding sources of
and needs for capital, including the existe nce and timing of commitments and other
known and reasonably likely cash requirements.   Please tell us how you considered the
guidance in Section IV of SEC Rel ease 33-8350 and revise accordingly.
25. Please revise this section to provide the basis for your belief  that you will be cash flow
positive in the next twelve months, or have  adequate working capital for your operating
needs, debt service obligations, or capital expenditures.
26. Please revise this section to provide a discussion of how the term loan financial covenants
will restrict your business and whether you anticipate you will violate any of the
covenants.  For example, it appears you are restricted to $400,000 in capital expenditures.
Please clarify how this restriction, and others like the Excess Cash Flow Sweep
provisions described on page six, will affect your liquid ity and capital resources.
Directors and Executive Officers, page 39
27. Please revise to briefly discuss the specific e xperience, qualifications, attributes or skills
that led to the conclusion th at each of your directors shoul d serve on your board, in light
of your business and structure.  See Item 401( e) of Regulation S-K.  Please provide this
disclosure on an individual basis for each director.
28. Your management biography for Ms. Marisa Ga rdini indicates that she has served as
“President and Chief Executive Officer of  Isaac Mizrahi New York …” since 2002.
Your disclosure on page eight indicates that Isaac Mizrahi New York is a brand of IM
Ready, but there is no mention that it is a sepa rate entity or division of IM Ready.  Please
revise your disclosure  to reconcile.
29. Please revise to clarify whether Mr. Isaac Mizrah i is a full time employee.  If not, please
describe his other employment or ventures and what percentage of his time he devotes to
the Company.  We note that you disclose Mr. Mizrahi is associated  with IM Ready and
Laugh Club, Inc. on page 58.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 6

 Employment Agreements with Executives and Key Employees, page 43
30. In your employee agreements, you reference the exercise price of the warrants issued
under these agreements as “equal to the Share Purchase Price.”  Please revise to disclose
the exercise price of these warrants.
31. Please revise to provide a description of the material terms of the non-competition and
non-solicitation provisions of your employee ag reements, including the duration of such
provisions.
32. Please revise to provide the de finition of the term “net royalty income” for Mr. Mizrahi’s
bonus provision in his employment agreement.
33. Please revise to clarify the “Retained Media Ri ghts” for Mr. Mizrahi, as described in his
employment agreement and the asset pur chase agreement with IM Ready.
Involvement in Certain Le gal Proceedings, page 49
34. Please revise to clarify whether any of your directors and executiv e officers has been
involved with any of the legal proceedings li sted in Item 401(f) of Regulation S-K for the
past 10 years.
2011 Equity Incentive Plan, page 52
35. Please revise to provide an expanded disc ussion of the material terms of your 2011
Equity Incentive Plan.
Principal Stockholders, page 52
36. Please revise footnote (4) on page 53 to cl arify the person the boa rd of directors has
designated to act as IM Ready’ s irrevocable proxy and attorney-in-fact with respect to the
Company’s shares owned by IM Ready.
Description of Securities, page 54
37. Please revise to provide the information required by Item 202(c) of Regulation S-K
regarding the terms of your outstanding warrants.
Market for Common Equity and Rela ted Stockholder Matters, page 56
38. Please revise to provide the disclosure require d by Item 201(a)(1) of Regulation S-K.  For
example, please clarify whether there is an established public trading market in light of
the low volume of trading in your se curities for the past two years.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 7

 Certain Relationships and Re lated Transactions, page 57
39. Please revise to identify the employee of Ea rthbound that will receive a 5% commission
on the initial term of any new licensing agr eements that he procures for the Company.
Changes and Disagreements with Accountants, page 60
Item 4.01 Changes in Registrant’s  Certifying Accountant, page 61
40. Please amend your Form 8-K to state whether there were any reportable events as set
forth in Item 304(a)(1)(v) of Regulation S-K that occurred during the two most recent
fiscal years and any subsequent interim period precedi ng the dismissal of your former
auditor .  Include an updated letter from your former auditor addressing your revised
disclosure as an exhibit to your Form 8-K/A.
Exhibit 99.1
Consolidated Audited Financial Statements  for the Years Ended December 31, 2009 and 2010,
and Consolidated Unaudited (Rev iewed) Financial Statements for the Six Months Ended June
30, 2011 of the Isaac Mizrahi Business
41. Since it appears that the Isaac Mizrahi Busine ss (“IM Licensing Business”) will represent
your financial reporting predecesso r, abbreviated financial info rmation is not appropriate.
We note from your disclosure on page 34 of your  Form 8-K that prior to your acquisition
of the IM Licensing Business, the business wa s a division of IM Ready-Made, LLC (“IM
Ready”), separate and apart from IM Ready’ s other business divisions.  Tell us whether
you acquired substantially all of  the IM Ready’s key operating assets.  If so, revise to
provide full audited financial statements.  Alternatively, revise to provide “carve-out”
financial statements that co mply with SAB Topic 1B.1.
Notes to the Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
42. For each type of arrangement you enter into, re vise to describe in reasonable detail how
you determined that each of the revenue rec ognition criteria of SA B Topic 13 has been
sufficiently satisfied.
43. Tell us whether any of your arrangements in clude multiple elements. Note that even
though you negotiate more than one contract wi th a customer, the separate contracts may
be viewed as one multiple element arrangement when determining the appropriate amount of revenue to be recognized.  To th e extent that your arrangements involve
multiple elements, tell us how you determ ine the units of accounting and how your

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 8

 allocation policy complies with ASC 605-25-25.  Tell us what consideration you gave to
addressing the accounting for these types of arrangements in your revenue recognition policy.
44. For design services, you indicate that base fees are recognized  on a straight-line basis and
additional payments are recognized in th e applicable per