Item 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 22, 2022, Xcel Brands, Inc. (the “Company”), received a
letter from the Listing Qualifications Department of The Nasdaq
Stock Market (“Nasdaq”) notifying the Company that the minimum bid
price per share for its common stock fell below $1.00 for a period
of 30 consecutive business days. Therefore, the Company did not
meet the minimum bid price requirement set forth in the Nasdaq
Listing Rules.
The letters also state that pursuant to Nasdaq Listing Rules
5810(c)(3)(A), the Company will be provided 180 calendar days to
regain compliance with the minimum bid price requirement, or until
May 22, 2022.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
can regain compliance if, at any time during the Tolling Period or
such 180-day period, the closing bid price of the Company’s common
stock is at least $1.00 for a minimum period of 10 consecutive
business days. If by May 22, 2023, the Company does not
regain compliance with the Nasdaq Listing Rules, the Company may be
eligible for additional time to regain compliance pursuant to
Nasdaq Listing Rule 5810(c)(3)(A)(ii). To qualify, the Company
would need to submit a transfer application and a $5,000
application fee. The Company would also need to provide written
notice to Nasdaq of its intention to cure the minimum bid price
deficiency during the second compliance period by effecting a
reverse stock split, if necessary. As part of its review process,
the Nasdaq staff will make a determination of whether it believes
the Company will be able to cure this deficiency. Should the Nasdaq
staff conclude that the Company will not be able to cure the
deficiency, or should the Company determine not to submit a
transfer application or make the required representation, Nasdaq
will provide notice that the Company’s shares of common stock will
be subject to delisting.
If the Company does not regain compliance within the allotted
compliance period, including any extensions that may be granted by
Nasdaq, Nasdaq will provide notice that the Company’s shares of
common stock will be subject to delisting from the Nasdaq Global
Market. At such time, the Company may appeal the delisting
determination to a hearings panel.
The Company intends to monitor its closing bid price and the market
value of its publicly held common stock between now and May 22,
2023, and will consider available options to resolve the Company’s
noncompliance with the minimum bid price requirement, as may be
necessary. There can be no assurance that the Company will be able
to regain compliance with the minimum bid price requirement or will
otherwise be in compliance with other Nasdaq listing criteria.