SEC Comment Letter for XCel Brands, Inc. (XELB) (CIK 0001083220) (XELB) — Feb 16, 2017
XCel Brands, Inc. (XELB) (CIK 0001083220)
Date: Feb. 16, 2017 · CIK: 0001083220 · Accession: 0000000000-17-005560
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Reasoning
File numbers found in text: 333-216009
Letter
Mail Stop 4561 February 16, 2017 Robert J. D’Loren Chief Executive Officer XCel Brands, Inc. 1333 Broadway, 10th Floor New York, NY 10018
Re: XCel Brands, Inc. Registration Statement on Form S-3 Filed February 10, 2017 File No. 333-216009
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 advise us as to the basis upon which you are eligible to register on Form S -3 at this time. Refer to General Instruction I.A.3(b) of Form S -3. In this regard, we note that the Form 8 -K providing Item 5.0 7 disclosure of the voting results of the annual stockholder meeting held on September 13, 2016 was not filed until September 23, 2016 . General Instruction B to Form 8 -K requires the current report to be filed within four business days, and Instruction 1 to Item 5.07 states that the four-day period begins to run “ on the day on which the meeting ended. ” See also Question 121A.01 of the Compliance and Disclosure Interpretations for Form 8 -K.
2. Please tell us whether you intend to provide audited financial statements for the year ended December 31, 201 6 prior to requesting effectiveness of the registration statement. Alternatively, provide us with an analysis as to why the company is not required to file these financial statements . Please refer to Item 8 -08(b) of Regulation S -X.
Robert J. D’Loren Chief Executive Officer February 16, 2017 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rule 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Ji Shin, Attorney -Advisor, at ( 202) 551 -3579 or me at (202) 551 -3453 with any other questions.
Sincerely,
/s/ Jan Woo
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Mail Stop 4561 February 16, 2017 Robert J. D’Loren Chief Executive Officer XCel Brands, Inc. 1333 Broadway, 10th Floor New York, NY 10018 Re: XCel Brands, Inc. Registration Statement on Form S-3 Filed February 10, 2017 File No. 333-216009 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 advise us as to the basis upon which you are eligible to register on Form S -3 at this time. Refer to General Instruction I.A.3(b) of Form S -3. In this regard, we note that the Form 8 -K providing Item 5.0 7 disclosure of the voting results of the annual stockholder meeting held on September 13, 2016 was not filed until September 23, 2016 . General Instruction B to Form 8 -K requires the current report to be filed within four business days, and Instruction 1 to Item 5.07 states that the four-day period begins to run “ on the day on which the meeting ended. ” See also Question 121A.01 of the Compliance and Disclosure Interpretations for Form 8 -K. 2. Please tell us whether you intend to provide audited financial statements for the year ended December 31, 201 6 prior to requesting effectiveness of the registration statement. Alternatively, provide us with an analysis as to why the company is not required to file these financial statements . Please refer to Item 8 -08(b) of Regulation S -X. Robert J. D’Loren Chief Executive Officer February 16, 2017 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rule 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Ji Shin, Attorney -Advisor, at ( 202) 551 -3579 or me at (202) 551 -3453 with any other questions. Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Robert J. Mittman , Esq. Blank Rome LLP