XCel Brands Inc
For the period ended Dec 31, 2024. Filed May 28, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed May 28, 2025
XELB$0.43+6.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
INDEX TO EXHIBITS
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| ExhibitNumber | Description | |
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| 3.1 | | Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (7) |
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| 3.2 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (18) |
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| 3.3 | | Third Restated and Amended Bylaws of Xcel Brands, Inc. (8) |
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| 4.1 | | Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements (9) |
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| 4.2 | | 2021 Equity Incentive Plan (11) |
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| 4.3 | | Description of Registrant’s Securities (10) |
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| 4.4 | | Warrant issued to G-III Apparel Group (15) |
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| 4.5 | | Form of Representative’s Warrant issued on March 19, 2024 (14) |
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| 4.6 | | Form of Common Stock Warrant issued on December 31, 2024 (3) |
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| 4.7 | | Form of UTG Warrant (20) |
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| 4.8 | | Form of Restore Warrant (20) |
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| 4.9 | | Form of Restore Warrant Amendment (20) |
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| 4.10 | | Form of FEAC Warrant Amendment (20) |
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| 9.1 | | Amended and Restated Voting Agreement between Xcel Brands, Inc. and IM Ready-Made, LLC, dated as of December 24, 2013 (2) |
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| 9.2 | | Voting Agreement between Xcel Brands, Inc. and Judith Ripka Berk, dated as of April 3, 2014 (4) |
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| 9.3 | | Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc. and H Company IP, LLC (5) |
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| 9.4 | | Form of Voting Agreement dated as of February 11, 2019 (1) |
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| 10.1 | | Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 (10) |
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| 10.2 | | Employment Agreement between the Company and James Haran dated February 27, 2019 (10) |
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| 10.3 | | Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 (12) |
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| 10.4 | | Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc. and GBG USA Inc. (6) |
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| 10.5 | | Membership Interest Purchase Agreement (13) |
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| 10.6 | | Second Amendment to Membership Interest Purchase Agreement (15) |
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| 10.7 | | Third Amendment to Membership Interest Purchase Agreement (15) |
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| 10.8 | | Loan and Security Agreement dated as of December 12, 2024 (3) |
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| 10.9 | | Membership Pledge Agreement dated as of December 12, 2024 (3) |
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| 10.10 | | Asset Purchase Agreement dated June 21, 2024 (16) |
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| 10.11 | | Amendment to Employment Agreement between the Company and Robert D’Loren (17) |
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| 10.12 | | Amendment to Employment Agreement between the Company and Seth Burroughs (17) |
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| 10.13 | | Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D’Loren and Xcel Brands, Inc. (14) |
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| 10.14 | | Subscription Agreement, dated as of March 15, 2024, by and between Seth Burroughs and Xcel Brands, Inc. (14) |
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| 10.15 | | Subscription Agreement, dated as of March 15, 2024, by and between Mark X. DiSanto Investment Trust and Xcel Brands, Inc. (14) |
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| 10.16 | | Second Amendment to Loan and Security Agreement, dated as of April 21, 2025, by and among Xcel Brands, Inc., each subsidiary party thereto as guarantors, the financial institutions party thereto as lenders and FEAC Agent, LLC as administrative agent and collateral agent (20) |
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| 10.17 | | Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 (20) |
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| 10.18 | | Support Agreement dated April 21, 2025 (20) |
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| 10.19 | | Membership Interest Transfer Agreement effective as of April 15, 2025 (20) |
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| 21.1 | | Subsidiaries of the Registrant (21) |
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| 23.1 | | Independent Registered Public Accounting Firm’s Consent (21) |
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| 31(i).1 | | Rule 13a-14(a)/15d-14(a) Certification (CEO) (21) |
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| 31(i).2 | | Rule 13a-14(a)/15d-14(a) Certification (CFO) (21) |
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| 32(i).1 | | Section 1350 Certification (CEO) (21) |
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| 32(i).2 | | Section 1350 Certification (CFO) (21) |
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| 97.1 | | Clawback Policy (15) |
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| 99.1 | | IM Topco, LLC Financial Statements as of December 31, 2023 and 2022, and for the Year Ended December 31, 2023 and Period from May 11, 2022 (inception) through December 31, 2022 and Independent Auditor’s Report (19) |
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| 101.INS | | Inline XBRL Instance Document (21) |
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| 101.SCH | | Inline XBRL Taxonomy Schema (21) |
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| 101.CAL | | Inline XBRL Taxonomy Calculation Linkbase (21) |
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| 101.DEF | | Inline XBRL Taxonomy Definition Linkbase (21) |
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| 101.LAB | | Inline XBRL Taxonomy Label Linkbase (21) |
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| 101.PRE | | Inline XBRL Taxonomy Presentation Linkbase (21) |
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| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) (21) |
| (1) | This Exhibit is incorporated by reference to the appropriate exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 15, 2019. |
| (2) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2013. |
| (3) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024. |
| (4) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 9, 2014. |
| (5) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2014. |
| (6) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on July 14, 2015. |
| (7) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 24, 2017. |
| (8) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 8, 2017. |
| (9) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on August 15, 2016. |
| (10) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021. |
| (11) | This Exhibit is incorporated by reference to the appropriate Exhibit to the revised Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on October 20, 2021. |
| (12) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on April 15, 2022. |
| (13) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 3, 2022. |
| (14) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024. |
| (15) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 19, 2024. |
| (16) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 24, 2024. |
| (17) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024. |
| (18) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 24, 2025. |
| (19) | This Exhibit is incorporated by referenced to the appropriate Exhibit to the Annual Report on Form 10-K/A for the year ended December 31, 2023, which was filed with the SEC on November 29, 2024. |
| (20) | This Exhibit is incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 24, 2025. |
| (21) | Filed herewith. |
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