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Form 8-K for Xcel Brands, Inc.

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Software License Agreement With Multi Branch Option

(Cover Sheet)

AGREEMENT made this day of by and between Licensor Corporation with offices in New York, New York ("Licensor") and the Licensee Corporation with offices in New York, New York ("Licensee").

Licensee:

Address:

City: State/Province: Code:

Contact: Alternate Contact:

Telephone:

Licensed Software:

Support Hours:

License Fee: $

Total Fee: $

Amount Due at Execution of this Agreement: $

Amount Due upon Delivery of Licensed Software: $

Amount Due upon Acceptance of Licensed Software: $

Additional License Options

Multi-Branch License Fee: $ (for each additional Branch)

Unlimited Bank Use License Fee: $

Additional Computer System License Fee

- second: $ third: $ - each subsequent: $

Licensee has read and agrees to the terms and conditions of this Agreement. This Agreement shall be effective when executed by Licensor.

Licensee Corporation

By:

Title:

Licensor Corporation

By:

Title:

Terms and Conditions

1. Software License

Subject to the terms and conditions set forth below, Licensor grants to Licensee a perpetual, non-exclusive, non-transferable license (the "License") to use the Licensed Software which includes programs, related materials and documentation, the index of which is attached hereto as Schedule A, delivered to Licensee therewith (the "Documentation"). Licensee may use the Licensed Software only on the Computer System located at the Computer System Location, as set forth in Schedule B, and only with respect to transactions and activities of the Licensed Branch(es).

2. Use of Software

The Licensed Software shall be used only by Licensee's employees and only on the Computer System at the Computer System Location.

3. Installation, Training and Support

Licensor shall provide to Licensee installation, training, conversion, customization and other support services ("Support") from the execution date hereof through the date which is ninety (90) days from the date of Acceptance, as hereinafter defined.

4. Acceptance

After Licensor advises Licensee that the installation of the Licensed Software is completed, Licensee shall have a period of thirty (30) days (the "Evaluation Period") in which to perform testing and evaluation of the Licensed Software to determine whether the Licensed Software functions in accordance with the specifications in the Documentation (the "Acceptance Test").

5. Payment

Licensee shall pay the Total Fee in accordance with the terms of payment set forth on the first page hereof. Licensee shall pay all invoices rendered by Licensor within thirty (30) calendar days after the invoice date.

6. Proprietary Rights

Licensor represents that it is the owner of the Licensed Software, including all applicable rights to patents, copyrights, trademarks, and trade secrets inherent therein, and appurtenant thereto, and that it has the right to grant the License hereunder.

7. Confidentiality

Licensee shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Licensed Software or the Documentation to others.

8. Intellectual Property Infringement

Licensor will, at its own expense, defend any action brought against Licensee to the extent that such action is based on a claim that any aspect of the Licensed Software or Documentation used within the scope of this Agreement infringes any United States patents, copyrights, licenses or trade secrets.

9. Limited Warranty

Licensor warrants to Licensee for a period of ninety (90) days from the date of Acceptance that the Licensed Software shall perform in all material respects substantially in accordance with the Documentation.

10. Limitation of Liability

EXCEPT AS SET FORTH IN SECTION 8 WITH RESPECT TO LICENSOR'S OBLIGATION FOR INDEMNIFICATION, LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.

11. Termination

Licensor shall have the right to terminate this Agreement upon written notice to Licensee upon a material breach by Licensee or upon the termination of the business of Licensee, insolvency or the filing of a petition in bankruptcy.

12. Taxes

Licensee shall, in addition to the payments required hereunder, pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby.

13. Export Assurance

Licensee shall not export or reexport directly or indirectly the Licensed Software acquired from Licensor, or any technical data derived therefrom, without first obtaining the written approval or required export license to do so from the United States Department of Commerce or any other agency of the United States Government or of any foreign government having jurisdiction over such transaction.

14. Governmental Restrictions

Licensee shall be responsible for complying with all applicable governmental regulations of the United States or any foreign countries with respect to the use of the Licensed Software outside of the United States.

15. Additional License Options

Licensee shall have the right, at any time, to add additional Licensed Branches or computer systems to be covered under this Agreement subject to the following:

(i) Multi Branch License Fee revised copy of Schedule C.

(ii) Additional Computer System License Fee and copy of Schedule D.

(iii) Unlimited Bank Use License Fee and revised copy of Schedule B and Schedule D, if applicable.

(iv) Fees increase by ten percent (10%) on January 1 of each year.

(v) Licensee shall pay Licensor's then applicable fees for Support.

16. General

This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties. This Agreement may not be modified or altered except by written instrument duly executed by both parties.

Licensee Signature

Licensor Signature

Date:

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What the Form 8-K for Xcel Brands, Inc. Is and when it matters

A Form 8-K is a current report that public companies, including Xcel Brands, Inc., must file with the U.S. Securities and Exchange Commission to disclose material events. Typical items include officer changes, material agreements, bankruptcy, or other events investors would consider important. The Form 8-K must be prepared with clear, factual descriptions and any required exhibits attached. While the 8-K is an SEC filing governed by federal reporting rules, preparers often use electronic workflows and eSignature tools to collect internal approvals and signatory attestations before EDGAR submission.

Why a timely, accurate Form 8-K matters for Xcel Brands, Inc.

Filing a complete and punctual Form 8-K preserves regulatory compliance, maintains investor trust, and reduces risk of SEC inquiries or enforcement. Clear documentation also supports auditability and internal governance.

Why a timely, accurate Form 8-K matters for Xcel Brands, Inc.

Who typically prepares and reviews this Form 8-K

Corporate reporting teams, legal counsel, and senior officers usually collaborate to prepare an 8-K and confirm material accuracy before filing.

  • Corporate reporting or investor relations lead — compiles facts, coordinates exhibits, and drafts the disclosure for counsel review.
  • General counsel or outside securities counsel — verifies legal sufficiency, materiality determinations, and EDGAR formatting.
  • Chief executive or chief financial officer — provides attestations and signs the signature block where required.

After internal sign-off, filings are submitted to EDGAR and copies retained in the company records for compliance and audit purposes.

Signatory roles and authority

Corporate Secretary

Responsible for certifying the filing and maintaining corporate records; typically executes the signature block and confirms board approvals. The Corporate Secretary ensures the 8-K text matches board minutes and related corporate actions.

General Counsel

Reviews materiality and legal language, advises on required disclosures, and may sign attestation clauses or provide counsel opinion. The General Counsel also coordinates with outside securities counsel and EDGAR filing staff.

Core elements of a professional Form 8-K for Xcel Brands, Inc.

A compliant 8-K contains concise narrative, correct item selection, required exhibits, and a clear signature block. Each element should be complete, accurate, and cross-checked against supporting documents.

Cover Page

Include issuer name, state of incorporation, Commission file number, IRS Employer Identification Number, and trading symbol when applicable; these identifiers ensure correct indexing on EDGAR and investor portals.

Report Date

State the date of the material event clearly; the report date anchors timeliness calculations and helps readers place the disclosure in context.

Item Selection

Choose the precise Item(s) from the 8-K instructions that correspond to the event (for example, Item 1.01 for entry into a material agreement) and avoid overbroad or vague itemization.

Narrative Description

Provide a succinct, factual summary of the material event including parties, effective dates, material terms, and any known financial effects without speculation or extraneous commentary.

Exhibits

Attach required exhibits such as material agreements, press releases, or financial statements; exhibit captions should match exhibit references in the narrative to avoid filing errors.

Signature Block

Include the authorized officer’s printed name, title, signature (electronic or ink), and date; ensure authority to sign is documented in corporate records or board resolutions.

Step-by-step: preparing and filing an 8-K for Xcel Brands, Inc.

Follow a consistent internal workflow to gather facts, approvals, and exhibits before EDGAR submission.

  • 01
    Identify Event: Confirm materiality and the correct Item(s) to disclose.
  • 02
    Gather Docs: Collect agreements, press releases, and board minutes as exhibits.
  • 03
    Legal Review: Have in-house or outside counsel review for completeness.
  • 04
    EDGAR File: Submit the final 8-K to EDGAR within the required timeliness window.

Recommended digital workflow settings for eSubmission and internal approvals

Configure your e-filing workflow to mirror the legal review and sign-off process so documents are auditable and reproducible.

Field Configuration
Document Upload Require PDF/A with embedded text for EDGAR compatibility
Signature Fields Place signer name, title, and date fields with mandatory entry
Authentication Enable email + SMS or SSO for officer-level signers
Submission Method Designate EDGAR preparer and restrict final submit permissions

Where to send the completed Form 8-K and supporting materials

Filing and distribution should follow a single-path process: internal approvals, obtaining signatures, EDGAR submission, and investor disclosure where appropriate.

  • Internal Approval: Legal and finance confirm content and exhibits
  • Signatures: Authorized officers sign electronically or in ink
  • EDGAR Submission: Uploader with EDGAR access submits the 8-K
  • Public Release: Post filing, publish press release or investor notice if required

Technical considerations for eSigning and eSubmission

Choose tools that support secure signatures, file formats EDGAR accepts, and retain auditable logs for compliance.

  • File formats: PDF/A or text-searchable PDF for EDGAR compatibility
  • Authentication: Email+SMS, SSO, or stronger methods for officer signers
  • Integrations: Linkages to systems like NetSuite, Salesforce, or Box streamline approvals

Ensure chosen platforms produce an immutable audit trail, retain copies in secure storage, and meet any regulatory privacy or security obligations.

Key milestones from event to public filing

A compact timeline clarifies responsibilities and prevents missed deadlines when a material event occurs.

01

Event Occurs

Document facts and effective date immediately after discovery

02

Internal Review

Legal and finance review within 24–48 hours

03

Sign-offs Complete

Obtain officer signatures and supporting exhibits

04

EDGAR File

Submit final 8-K to EDGAR within four business days

Timing and processing expectations for an 8-K

Understand the filing clock and internal cutoffs so the company meets regulatory timeliness obligations.

Four-business-day rule:

File an 8-K on EDGAR within four business days after the reportable event

Internal cutoffs:

Set internal sign-off deadlines at least two business days before EDGAR submission

Exhibit availability:

Attach material agreements or release texts at time of filing

Amendments:

File an amended 8-K promptly to correct material inaccuracies

Recordkeeping:

Retain copies of filings and approvals for audit and legal review

Common mistakes to avoid when preparing an 8-K

  • Delaying internal review until after EDGAR submission, which can produce inconsistencies and require corrections.
  • Attaching incomplete exhibits or redacted agreements that lack key contract pages or signatures.
  • Using vague or speculative language in the narrative instead of precise, verifiable facts.
  • Failing to confirm signer authority, which can invalidate attestations or trigger internal disputes.

Consequences of incorrect or late 8-K filings

SEC Scrutiny: Investigations or review letters may follow material omissions
Enforcement Risk: Potential administrative sanctions or fines
Market Impact: Increased volatility or loss of investor confidence
Corrective Filings: Additional disclosure or amendments required
Operational Delay: Business transactions may be delayed pending corrected disclosure
Reputational Harm: Long-term damage to public credibility

Required information and short-reference field list

Company Identifier: CIK or EIN
Report Date: MM/DD/YYYY
Item(s) Listed: Specific 8-K Item numbers
Event Summary: Concise factual text
Exhibits: List and attach
Signature: Officer name, title, date

Comparing eSignature vendor pricing and compliance for 8-K workflows

A concise vendor comparison highlights starting price, trial availability, bulk send, audit trails, HIPAA support, and any envelope caps relevant to high-volume filings.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Supporting documents and export formats to include with the 8-K

Prepare exhibits and maintain copies in accessible formats for both EDGAR and internal audit use.

Material Agreements

Attach full executed agreements or clearly labeled redacted versions. Include signature pages and any schedules referenced in the narrative so reviewers can verify material terms.

Press Releases

If distributing a press release concurrently, attach the release text as an exhibit and ensure the public statement aligns with the 8-K narrative to avoid inconsistent disclosures.

Board Minutes

Retain minutes showing board approval for material actions; minutes are typically internal but should be available to support the 8-K on audit or inquiry.

File Formats

Save exhibits as text-searchable PDF/A for EDGAR and retain original signed copies in secure company records for compliance and auditability.

Real-world examples of material events reported on an 8-K

Examples illustrate how specific events are documented and what exhibits are commonly attached.

Executive Change

A CEO resignation announced

  • Board appoints interim CEO immediately
  • Attach resignation letter, board resolutions, and any employment agreement amendments; confirm effective date and signatory authority in the signature block.

Material Agreement

Company enters long-term licensing deal

  • Agreements include key financial terms and effective date
  • File the full agreement as an exhibit, summarize material terms in the narrative, and ensure both parties’ signatures are included or described.

Frequently asked questions about preparing and filing an 8-K

Answers address common procedural, timing, and technical questions encountered when assembling an 8-K for filing.


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