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SEC Comment Letter for XCel Brands, Inc. (XELB) (CIK 0001083220) (XELB) — Nov 4, 2011

XCel Brands, Inc. (XELB) (CIK 0001083220)
Date: Nov. 4, 2011 · CIK: 0001083220 · Accession: 0000000000-11-064519

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-177585

Referenced dates: November 3, 2011

Date
November 4, 2011
Author
cc: Via E-mail
Form
UPLOAD
Company
XCel Brands, Inc. (XELB) (CIK 0001083220)

Letter

November 4, 2011 Via E-Mail Robert D’Loren Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018 Re: Xcel Brands, Inc. Registration Statement on Form S-1 Filed October 28, 2011 File No. 333-177585

Dear Mr. D’Loren: Our preliminary review of your registration st atement indicates that it fails in numerous material respects to comply with the requirements of the Securi ties Act of 1933, the rules and regulations under that Act, and th e requirements of the form, as set forth in the comment letter dated November 3, 2011 with respect to your Form 8-K filed October 5, 2011. We will not perform a detailed examination of the registration statem ent and we will not is sue comments until it is amended to address the a pplicable comments issued in that prior letter.

If you were to request acceleratio n of the effective date of the registration statement in its present form, we would likely reco mmend that the Commissi on deny your request. We suggest that you consider filing a substa ntive amendment to correct the deficiencies.

Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or me at (202) 551-3456 with any questions. If you n eed additional assistance, you ma y contact Barbara C. Jacobs, Assistant Director , at (202) 551-3730.

Sincerely, /s/ Matthew Crispino Matthew Crispino Staff Attorney
cc: Via E-mail
Brad Shiffman, Esq. Blank Rome LLP

Show Raw Text
November 4, 2011
 Via E-Mail

Robert D’Loren  Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018
Re: Xcel Brands, Inc.
Registration Statement on Form S-1
  Filed October 28, 2011
File No. 333-177585

Dear Mr. D’Loren:
Our preliminary review of your registration st atement indicates that it fails in numerous
material respects to comply with  the requirements of the Securi ties Act of 1933, the rules and
regulations under that Act, and th e requirements of the form, as set forth in the comment letter dated
November 3, 2011 with respect to  your Form 8-K filed October 5, 2011.  We will not perform a
detailed examination of the registration statem ent and we will not is sue comments until it is
amended to address the a pplicable comments issued  in that prior letter.

If you were to request acceleratio n of the effective date of the registration statement in its
present form, we would likely reco mmend that the Commissi on deny your request.   We suggest that
you consider filing a substa ntive amendment to correct  the deficiencies.

Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or me at (202) 551-3456
with any questions.  If you n eed additional assistance, you ma y contact Barbara C. Jacobs,
Assistant Director , at (202) 551-3730.

Sincerely,  /s/ Matthew Crispino  Matthew Crispino Staff Attorney
  cc:  Via E-mail

Brad Shiffman, Esq. Blank Rome LLP