XCel Brands Inc

In October 2024, in connection with a required increase to a standby letter of credit associated with the Company’s real estate lease for offices located at 1333 Broadway, Robert W. D’Loren, Chairman and Chief Executive Officer of the Company, provided a personal guarantee to the financial institution providing such letter of credit, in order to satisfy a portion of the associated collateral requirements for the letter of credit.

In connection with the refinancing of the Company’s term loan debt in December 2024, IPX Capital, LLC (“IPX”), a company controlled by Mr. D’Loren, purchased a 12.5% undivided, last-out, subordinated participation interest in a portion of the new term loan debt for a purchase price of $500,000. As part of this refinancing transaction, IPX also received 153,333 warrants to purchase shares of the Company’s common stock, with such warrants having an exercise price of $0.6315 per share, being immediately exercisable, and expiring on December 12, 2034.

Also, in October 2024, IPX made a $250,000 non-interest-bearing advance to one of the Company’s subsidiaries, of which $200,000 was repaid to IPX upon the closing of the December 2024 debt refinancing transaction.