SEC Company Response from XCel Brands, Inc. (XELB) (CIK 0001083220) (XELB) — Apr 4, 2017
XCel Brands, Inc. (XELB) (CIK 0001083220)
Date: April 4, 2017 · CIK: 0001083220 · Accession: 0001144204-17-018789
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-216009
Letter
VIA EDGAR Securities and Exchange Commission Attention: Ms. Jan Woo Re: XCel Brands, Inc. Registration Statement on Form S-3 Filed February 10, 2017 File No. 333-216009
Dear Ms. Woo:
On behalf of XCel Brands, Inc. (the “Company”), set forth below are the responses to the comments contained in your letter of February 16, 2017 addressed to Mr. Robert W. D’Loren, the Company’s Chief Executive Officer, regarding the Company’s Preliminary Information Statement. For the convenience of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the text of the comments is reproduced in its entirety in boldface immediately preceding the Company’s responses in ordinary typeface.
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 5.07 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.
Response
Ms. Carolyn Sherman of the Office of Chief Counsel has advised the Company that the Commission will not object to the Company’s use of its registration statement on Form S-3.
Securities and Exchange Commission
March 31, 2017
Page 2
2. Please tell us whether you intend to provide audited financial statements for the year ended December 31, 2016 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.
The Company has filed its Annual Report on Form 10-K for the year ended December 31, 2016, which includes audited financial statements for its fiscal year ended December 31, 2016.
If you have any questions or require any additional information, please do not hesitate to contact the undersigned at the number indicated or Mr. James F. Haran at (347) 532-5891.
Very truly yours,
/s/Brad L. Shiffman
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CORRESP
1
filename1.htm
Phone:
(212) 885-5442
Fax:
(212) 885-5001
Email:
BShiffman@BlankRome.com
March 31, 2017
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Jan Woo
Legal Branch Chief Office of Information
Technologies and Services
Re: XCel Brands, Inc.
Registration Statement on Form S-3
Filed February 10, 2017
File No. 333-216009
Dear Ms. Woo:
On behalf of XCel Brands, Inc. (the “Company”),
set forth below are the responses to the comments contained in your letter of February 16, 2017 addressed to Mr. Robert W. D’Loren,
the Company’s Chief Executive Officer, regarding the Company’s Preliminary Information Statement. For the convenience
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the text of the
comments is reproduced in its entirety in boldface immediately preceding the Company’s responses in ordinary typeface.
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 5.07 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.
Response
Ms. Carolyn Sherman of the Office of Chief Counsel
has advised the Company that the Commission will not object to the Company’s use of its registration statement on Form S-3.
Securities and Exchange Commission
March 31, 2017
Page 2
2. Please tell us whether you intend to provide audited financial statements for the year ended December 31, 2016 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.
The Company has filed
its Annual Report on Form 10-K for the year ended December 31, 2016, which includes audited financial statements for its fiscal
year ended December 31, 2016.
If you have any questions
or require any additional information, please do not hesitate to contact the undersigned at the number indicated or Mr. James F.
Haran at (347) 532-5891.
Very truly yours,
/s/Brad L. Shiffman
Brad L. Shiffman
cc: Mr. Robert J. D’Loren
Mr. James F. Haran
J. Shin, Esq.