SEC Comment Letter for XCel Brands, Inc. (XELB) (CIK 0001083220) (XELB) — Feb 24, 2015
XCel Brands, Inc. (XELB) (CIK 0001083220)
Date: Feb. 24, 2015 · CIK: 0001083220 · Accession: 0000000000-15-011606
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-202028
Letter
February 24, 2015 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 February 11, 2015 File No. 333-202028
Dear Mr. D’Loren :
We have limited our review of your registration statement to those issues we have addressed in our 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 amending your registration statement and providing the requested information . If you do not believe our com ments apply 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 registration statement and the information you provide in response to these comments, w e may have additional comments.
General
1. Please provide us with an analysis as to whether the company must provide audited financial statements for the year ended December 31, 2014 prior to requesting effectiveness of the registration statement. Ple ase refer to Item 8 -08(b) of Regulation S - X. In this regard, we note that through the nine months ended September 30, 2014, the company had a loss before income taxes of $1,061,000.
Prospectus Cover Page
2. Please revise your cover page to disclose th e total number of shares that are being concurrently offered by selling stockholders of the company. In this regard, we refer to your registration statement on Form S-1 (file no. 333 -191278).
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
Robert D’Loren Xcel Brands, Inc. February 24, 2015 Page 2
all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rule 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the pr oposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Matthew Crispino, Sta ff Attorney, at (202) 551 -3456 with any questions. In his absence, you may contact me at (202) 551 -3462. If you thereafter require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Mark P. Shuman
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February 24, 2015 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 February 11, 2015 File No. 333-202028 Dear Mr. D’Loren : We have limited our review of your registration statement to those issues we have addressed in our 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 amending your registration statement and providing the requested information . If you do not believe our com ments apply 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 registration statement and the information you provide in response to these comments, w e may have additional comments. General 1. Please provide us with an analysis as to whether the company must provide audited financial statements for the year ended December 31, 2014 prior to requesting effectiveness of the registration statement. Ple ase refer to Item 8 -08(b) of Regulation S - X. In this regard, we note that through the nine months ended September 30, 2014, the company had a loss before income taxes of $1,061,000. Prospectus Cover Page 2. Please revise your cover page to disclose th e total number of shares that are being concurrently offered by selling stockholders of the company. In this regard, we refer to your registration statement on Form S-1 (file no. 333 -191278). We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and Robert D’Loren Xcel Brands, Inc. February 24, 2015 Page 2 all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rule 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the pr oposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Matthew Crispino, Sta ff Attorney, at (202) 551 -3456 with any questions. In his absence, you may contact me at (202) 551 -3462. If you thereafter require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief – Legal cc: Via E-mail Brad L. Shiffman Blank Rome LLP