What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-15 compared with 2025-05-28 · 77 added, 101 removed, 126 unchanged (59% of the section changed)

4 unchanged sentences

● the Halston brands (the "Halston Brand"), the Judith Ripka brands (the "Ripka Brand"), and the C Wonder brands (the "C Wonder Brand"), which are wholly owned by the Company;

● the Longaberger by Shannon Doherty brand (the “Longaberger Brand”), which we manage through our 50% ownership interest in Longaberger Licensing, LLC;

● the TowerHill by Christie Brinkley brand (the “CB Brand”), which is a co-branded collaboration between Xcel and Christie Brinkley that launched in May 2024;

● the LB70 by Lloyd Boston brand (the “LB Brand”), which is a co-branded collaboration between Xcel and Lloyd Boston that launched in August 2024;

● the Longaberger brand (the “Longaberger Brand”), which we manage through our 50% ownership interest in Longaberger Licensing, LLC;

● the Isaac Mizrahi brands (the “Isaac Mizrahi Brand”), in which we hold a noncontrolling interest through our 17.5% ownership interest in IM Topco, LLC (“IM Topco”) and continue to contribute to the operations of the brand through a service agreement with IM Topco.

We also own a 19% interest in ORME Live Inc.

(“ORME”), a short-form video and social commerce marketplace that launched in April 2024.

Xcel continues to pioneer a true omni-channel and social commerce sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, traditional brick-and-mortar retailers, and e-commerce channels, to be everywhere its customers shop.

Our brands have generated over $5 billion in retail sales via live streaming in interactive television and digital channels alone, and our brands collectively reach over 5 million social media followers through Facebook, Instagram, and TikTok.

All of the followers may not be unique followers, as many followers may follow multiple brands and follow our brands on multiple platforms.

● the Trust-Respect-Love by Cesar Millan brand, which is a new co-branded collaboration between Xcel and Cesar Millan that is planned to launch in Spring 2026;

● the GemmaMade by Gemma Stafford brand, which is a new co-branded collaboration between Xcel and baking influencer Gemma Stafford that is planned to launch in Spring 2026;

● the Off/Duty by Coco Rocha brand, which is a new co-branded collaboration between Xcel and Coco Rocha, which is planned to launch in Fall 2026;

● Mesa Mia by Jenny Martinez, which is a brand owned by Mexican home influencer Jenny Martinez, and for which Xcel holds the television rights through a long-term license agreement and expects to launch in Spring 2026.

Additionally, through October 1, 2025, we held a noncontrolling interest in the Isaac Mizrahi brands (the “Isaac Mizrahi Brand”).

On October 1, 2025, we divested our remaining noncontrolling interest in the Isaac Mizrahi Brand.

Xcel is pioneering a true omni-channel and social commerce sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retailers, and e-commerce channels.

We currently operate under a working-capital light model, with our licensees and/or retail partners responsible for the procurement and sale of inventory.

As such, our revenues primarily consist of royalty revenues, and we do not have risk of carrying aged inventory.

As a result, fluctuations in product costs and tariffs do not have a direct impact on us, but may impact us indirectly as our royalty revenues are typically based on the net sales and success of our licensees.

Our objective is to build a diversified portfolio of lifestyle consumer products brands through organic growth and the strategic acquisition of new brands.

To grow our brands, we are focused on the following primary strategies:

● distribution and/or licensing our brands for sale through interactive television (e.g., QVC, HSN, America’s Collectible Network, Inc.

● licensing of our brands for sale through interactive television (e.g., QVC, HSN, America’s Collectible Network, Inc.

d/b/a JTV (“JTV”), etc.);

● licensing of our brands to retailers that sell to the end consumer;

● licensing our brands to manufacturers and retailers for promotion and distribution through e-commerce, social commerce, and traditional brick-and-mortar retail channels;

● licensing our brands to manufacturers and retailers for promotion and distribution through e-commerce, social commerce, and brick-and-mortar retail channels;

● acquiring additional consumer brands and integrating them into our operating platform, and leveraging our operating infrastructure and distribution relationships.

We believe that Xcel offers a unique value proposition to our retail and direct-to-consumer customers and our licensees for the following reasons:

We believe that Xcel offers a unique value proposition for the following reasons:

● our management team, including our officers’ and directors’ experience in and relationships within the industry;

2 unchanged sentences

● our significant media and digital presence.

Recent Developments

Prior to 2023, the Company engaged in certain wholesale and direct-to-consumer sales of products under its brands.

In 2023, we signed master license agreements for our Halston Brand and Ripka Brand, and license agreements for the supply of products under certain of our brands to HSN, that enabled us to outsource a majority of our wholesale and direct-to-consumer operations and revert to a working capital light business model.

In addition to licensing out the brands described above, we outsourced the operations of Longaberger through a license agreement with a third party to operate and manage the Longaberger e-commerce website in the fourth quarter of 2023.

In 2024, we launched the Longaberger Brand on ORME, a short-form video and social commerce marketplace, and launched the new TowerHill by Christie Brinkley brand as well as the LB70 by Lloyd Boston brand on HSN.

On June 30, 2024, we divested the LOGO by Lori Goldstein brand (the “Lori Goldstein Brand”), which was a wholly owned brand from April 1, 2021 through June 30, 2024.

On March 24, 2025, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-ten (1:10) reverse stock split of the shares of the Company’s common stock.

As a result of this reverse stock split, effective March 24, 2025, every ten (10) shares of our issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share or number of shares authorized.

No fractional shares were issued, and the shares of common stock underlying the Company’s outstanding stock options and warrants were also proportionately adjusted along with corresponding adjustments to their exercise prices.

The reverse stock split was primarily intended to bring the Company in compliance with the minimum bid requirement to maintain listing of its common stock on the NASDAQ Capital Market.

We have reflected the reverse split on a retroactive basis to all applicable amounts contained in this Annual Report on Form 10-K.

Company History and Corporate Information

4 unchanged sentences

On September 29, 2011, we changed our name to Xcel Brands, Inc.

The reverse stock split was primarily intended to bring the Company in compliance with the minimum bid requirement to maintain listing of its common stock on the NASDAQ Capital Market.

We have reflected the reverse split on a retroactive basis to all applicable amounts contained in this Annual Report on Form 10-K.

Our principal office is currently located at 550 Seventh Avenue, 11th Floor, New York, NY 10018.

1 unchanged sentence

Our corporate website is www.xcelbrands.com.

Additionally, we maintain websites for our respective brands at www.halston.com, www.judithripka.com, www.cwonder.com, www.longaberger.com, and www.isaacmizrahi.com.

None of the content on our websites is incorporated by reference into this Annual Report on Form 10-K.

Our Brand Portfolio

Currently, our brand portfolio consists of the Halston, Ripka, C Wonder, CB, LB, Longaberger, and Isaac Mizrahi Brands, and other proprietary brands, including the various labels under these brands.

The Halston brand was founded by Roy Halston Frowick in the 1960s, and quickly became one of the most important American fashion brands in the world, becoming synonymous with glamour, sophistication, and femininity.

1 unchanged sentence

We acquired the H Halston brands in December 2014, and since our acquisition of the Halston Heritage brands in February 2019, we own all Halston labels under our brands.

The Halston brand is available across various distribution channels – including premium and better department stores, e-commerce, interactive television, and national specialty retailers – through our long-term master license agreement with G-III Apparel Group.

Judith Ripka is a luxury jewelry brand founded by Judith Ripka in 1977.

The Halston brand is available across various distribution channels – including premium and

better department stores, e-commerce, interactive television, and national specialty retailers – through our long-term master license agreement with G-III Apparel Group.

Judith Ripka is a luxury jewelry brand founded by Judith Ripka in 1977, which we acquired in in 2014.

This brand has become known worldwide for its distinctive designs featuring intricate metalwork, vibrant colors, and distinctive use of texture.

The Judith Ripka Fine Jewelry collection consists of pieces in 18 karat gold and sterling silver with precious colored jewels and diamonds, and is currently available in fine jewelry stores, luxury retailers, and via e-commerce.

We acquired the Ripka brand in April 2014.

In 2017 and 2018, we launched our Judith Ripka Fine Jewelry e-commerce operations and wholesale operations;

these businesses were subsequently licensed to JTV in the first quarter of 2023.

The Judith Ripka Fine Jewelry collection consists of pieces in 18 karat gold and sterling silver with precious colored jewels and diamonds, and is currently available through interactive television and e-commerce through our master license agreement with JTV .

The C Wonder brand was founded by J.

2 unchanged sentences

C Wonder offers women’s clothing, footwear, jewelry and accessories, and delightful surprises at every turn.

We acquired the C Wonder Brand in July 2015.

The brand is currently available through HSN.

TowerHill by Christie Brinkley

TowerHill by Christie Brinkley is a new co-branded collaboration between Xcel Brands, Inc.

and Christie Lee Brinkley, an iconic American supermodel with over one million followers on social media.

The brand launched on HSN in May 2024, with plans to license and launch products outside of HSN starting in 2025.

LB70 by Lloyd Boston

LB70 by Lloyd Boston is a new co-branded collaboration between Xcel Brands, Inc.

and Lloyd Boston, a 30-year veteran of the fashion industry and former Vice President of the multibillion-dollar Tommy Hilfiger brand, as well as a best-selling author.

The brand launched on HSN in August 2024, with plans to launch accessories on HSN in 2025 and additional retail distribution in Fall 2025.

We acquired the C Wonder Brand in 2015, and it is currently available through interactive television and e-commerce through HSN.

Longaberger is an iconic American heritage home and collectibles brand that began making baskets in 1896 and launched a direct sales company in 1973 by the Longaberger family.

2 unchanged sentences

We launched our Longaberger e-commerce and live-streaming operations in February 2020;

In the fourth quarter of 2023, we outsourced the operations and management of the brand’s e-commerce business to a third party.

Isaac Mizrahi

Isaac Mizrahi is an iconic American brand that stands for timeless, cosmopolitan style.

Isaac Mizrahi, the designer, launched his eponymous label in 1987 to critical acclaim, including four Council of Fashion Designers of America (CFDA) awards.

Since then, this brand has become known and beloved around the world for its colorful and stylish designs.

As a true lifestyle brand, under Xcel’s ownership it has expanded into over 150 different product categories including sportswear, footwear, handbags, watches, eyewear, tech accessories, home, and other merchandise.

The brand is available across various distribution channels to reach customers wherever they shop:

better department stores, such as Saks and Hudson’s Bay;

interactive television, including QVC and HSN;

and national specialty retailers.

The brand is also sold in various global locations, including Canada, Italy, the United Kingdom, and Japan.

We acquired the Isaac Mizrahi brand in September 2011, and in May 2022, we sold a majority interest in the brand to a third party, retaining a 30% noncontrolling interest in the brand.

In April 2025, our interest in the brand was reduced to 17.5% due to contractual arrangements with the third-party buyer.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Obligations and Commitments – Contingent Obligations – Issaac Mizrahi Transaction.”

in 2023, we outsourced the operations and management of the brand’s e-commerce business to a third party.

In November 2025, we announced a new partnership with Shannon Doherty, creator of At Home with Shannon, to introduce a new collection designed to bring warmth, style, and functionality to every home.

TowerHill by Christie Brinkley

TowerHill by Christie Brinkley is a co-branded collaboration between Xcel Brands, Inc.

and Christie Lee Brinkley, an iconic American supermodel with over one million followers on social media.

The brand launched on HSN in May 2024.

Trust-Respect-Love by Cesar Millan

This brand is a co-branded collaboration between Xcel Brands, Inc.

and renowned dog behaviorist Cesar Millan.

This innovative brand will offer a range of high-quality pet products, including toys and training tools, aimed at enhancing the relationship between pets and their owners based on the principles of trust, respect, and love.

The brand is expected to launch in Spring 2026, featuring availability through various retail and e-commerce channels.

GemmaMade by Gemma Stafford

This brand is a co-branded collaboration between Xcel Brands, Inc.

and chef and baking expert Gemma Stafford.

This new kitchen brand is designed to bring stylish, functional, and approachable tools to everyday bakers and home cooks.

The brand is expected to launch in Spring 2026.

Off/Duty by Coco Rocha

This brand is a co-branded collaboration between Xcel Brands, Inc.

and high-fashion model Coco Rocha.

This brand aims to offer uncomplicated, high-style, and comfortable wardrobe essentials for a woman on the go.

The brand is expected to launch in Fall 2026.

Mesa Mia by Jenny Martinez

Mesa Mia is a new brand owned by Mexican home influencer Jenny Martinez, for which Xcel holds the television rights through a long-term license agreement.

This brand is a dynamic new food brand inspired by the bold flavors, rich traditions, and spirit of Latin cooking, and will offer a curated line of food products designed to bring delicious, authentic meals to the kitchens of Jenny’s fans with ease and flair.

The brand is expected to launch on TSC in Spring 2026.

Today our brands reach over 46 million people on social media.

Growth Strategy

3 unchanged sentences

● the acquisition of brands and businesses that fit our long-term strategy.

With respect to organic growth in our existing brands, we entered into master license agreements for our Halston Brand and Judith Ripka Brand in 2023, and launched the C Wonder Brand on HSN.

● The Halston master license agreement is with G-III Apparel Group (“G-III”), which is one of the largest designers and suppliers of wholesale apparel and accessories in the world, with annual revenues of over $3 billion.

With G-III’s successful launch of Halston apparel in the third quarter of 2024, and their anticipated launch of Halston footwear and handbags in Spring 2025, we expect that the business and corresponding royalty revenues to Xcel will increase in 2025 and beyond.

● The master license agreement for our Judith Ripka Brand is with America’s Collectible Network, Inc.

d/b/a JTV (“JTV”) and covers both interactive television and e-commerce operations.

Since JTV’s successful launch of the Ripka Brand on JTV’s television channel in October 2023, the Ripka Brand has become one of the core brands on the JTV network, and has shown continual quarterly sequential and year-over-year revenue growth.

● The C Wonder Brand launched on HSN in mid-2023, performed well in its launch year, and has continued to show strong performance throughout 2024.

We expect retail sales volume for the brand to continue to increase in 2025 and beyond.

With respect to developing new brands, we recently developed and successfully launched the TowerHill by Christie Brinkley and LB70 by Lloyd Boston brands in 2024.

While these are both new brands for Xcel, they represent brands that we co-developed with low up-front costs and for which we were able to leverage our unique experience, relationships, and social commerce knowledge to launch.

Based on the performance of the brands launched in 2024, we believe this is a viable strategy that will help drive short-term and long-term growth for our company.

With respect to organic growth in our existing brands, we have entered into contractual arrangements with best-in-class business partners – including a master license agreement for our Halston Brand with G-III Apparel Group (“G-III”), one of the largest designers and suppliers of wholesale apparel and accessories in the world;

a master license agreement for our Judith Ripka Brand with America’s Collectible Network, Inc.

d/b/a JTV (“JTV”) which covers both interactive television and e-commerce operations;

a licensing arrangement with HSN for our C Wonder Brand, and an outsourcing agreement for the e-commerce operations of the Longaberger Brand.

Under these partnerships, the business and corresponding royalty revenues to Xcel for these brands have increased, and we expect that they will continue to increase in 2026 and beyond.

With respect to developing new brands, we recently developed and successfully launched the TowerHill by Christie Brinkley brand in 2024.

While this was a new brand for Xcel, it represents a brand that we co-developed with low up-front costs and for which we were able to leverage our unique experience, relationships, and social commerce knowledge to launch.

Based on the performance of the TowerHill brand, we believe this is a viable strategy that will help drive short-term and long-term growth for our company.

In 2025, we entered into and announced partnerships with Cesar Millan, Gemma Stafford, Coco Rocha, Shannon Doherty, and Jenny Martinez to develop more new brand collaborations, which are planned to launch in 2026.

With respect to acquisitions of brands and/or businesses, we have a proven track record of acquiring brands and businesses that are strategically important to and synergistic with our business, and are consistently reviewing potential acquisition targets.

companies which could benefit from our expertise in direct-response television, live streaming, and social commerce.

Potential acquisitions may include established or newer brands that do or would perform well in live streaming or social commerce, direct-to-consumer brands or platforms with significant consumer following, or established media companies which could benefit from our expertise in direct-response television, live streaming, and social commerce.

While our overall long-term business strategy is not dependent on such acquisitions, we carefully consider potential acquisitions as a means to leverage our infrastructure and expertise and accelerate our growth.

Finally, in December 2023, Xcel acquired a noncontrolling equity interest in ORME, which is a brand new short-form video social commerce marketplace that launched in April 2024.

While we do not consolidate ORME’s financial results of operations with our own (given our minority noncontrolling position in the company) and do not anticipate receiving regular dividends or other distributions from ORME in the near future, we believe that ORME has significant growth potential and will add significant value to Xcel, both through our equity interest in ORME as well as our ability to leverage ORME in order to grow additional direct-to-consumer brands that would perform well in social commerce pursuant to our aforementioned brand development and acquisition strategies.

In 2024 we launched our initial brand, the Longaberger brand, on ORME.

Our working-capital-light “licensing plus” business model allows us to focus on our core competencies of design, marketing, and brand management without the investment requirements in inventory associated with traditional consumer product companies.

2 unchanged sentences

Qurate’s business model is to promote and sell products through its interactive television programs, reaching more than 200 million homes worldwide via 15 television channels (including QVC and HSN), as well as millions of customers via its QVC+ and HSN+ streaming experience, websites, mobile apps, social pages, print catalogs, and in-store destinations.

Qurate is the largest licensee for our C Wonder, Towerhill by Christie Brinkley, and LB70 by Lloyd Boston brands.

Qurate is the largest licensee for our C Wonder and Towerhill by Christie Brinkley brands.

We employ and manage on-air spokespersons under each of these brands in order to promote products under our brands on QVC and HSN.

Through our wholly owned subsidiaries and joint ventures, we have entered into direct-to-retail license agreements with Qurate, collectively referred to as the Qurate Agreements (individually, each a “Qurate Agreement”), pursuant to which we design, and Qurate sources and sells, various products under the C Wonder Brand, the CB Brand, the LB Brand, and the Longaberger Brand.

We were also previously party to similar agreements with Qurate related to the IsaacMizrahiLIVE brand, the Judith Ripka brand, and the LOGO by Lori Goldstein brand.

Qurate owns the rights to all designs produced under these agreements, and the agreements include the sale of products across various categories through Qurate’s television media and related internet sites.

9 unchanged sentences

three-year period

LB70 by Lloyd Boston Qurate Agreement (HSN)

December 31, 2025

two-year period

Longaberger Qurate Agreement (QVC)

2 unchanged sentences

November 2019

● On June 30, 2024, in connection with the divestiture of the Lori Goldstein Brand, the agreement with Qurate related to the LOGO by Lori Goldstein brand was assigned to assumed by the counterparties to the divestiture transaction.

● On August 30, 2022, Qurate and Xcel amended the licensing agreement for the Judith Ripka brand to terminate the license period effective December 31, 2021.

Effective January 1, 2022, the agreement entered a sell-off period, under which Qurate was allowed to continue to license the Ripka brand on a non-exclusive basis for as long as necessary to sell off any of its remaining inventory.

The sell-off period ended in 2023.

● On May 31, 2022, in connection with our sale of a majority interest in the Isaac Mizrahi brand to a third party, the agreement with Qurate related to the IsaacMizrahiLIVE brand was assigned to IM Topco, LLC.

Under the Qurate Agreements, Qurate is obligated to make payments to us on a quarterly basis, based upon the net retail sales of the specified branded products.

5 unchanged sentences

Halston Master License

On May 15, 2023, the Company, through our wholly owned subsidiaries, H Halston, LLC and H Heritage Licensing, LLC (collectively, the “Licensor”), entered into a master license agreement relating to the Halston Brand (the “Halston Master License”) with G-III (as licensee) for men’s and women’s apparel, men’s and women’s fashion accessories, children’s apparel and accessories, home, airline amenity and amenity kits, and such other product categories as mutually agreed upon.

The Halston Master License provides for an upfront cash payment and royalties payable to the Company (including certain guaranteed minimum royalties), includes significant annual minimum net sales requirements, and has a twenty-five-year term (consisting of an initial five-year period, followed by a twenty-year period), subject to G-III’s right to terminate with at least 120 days’ notice prior to the end of each five-year period during the term.

1 unchanged sentence

The Licensor granted G-III a security interest in the Halston trademarks to secure the Licensor’s obligations under the Halston Master License, including to honor the obligations under the purchase option.

As a result of the upfront cash payment and guaranteed minimum royalties discussed above, the Company has recognized deferred revenue contract liabilities on its consolidated balance sheet as of December 31, 2024 and 2023 of $3.56 million and $4.44 million, respectively, of which $0.89 million was classified as a current liability at each balance sheet date and the remainder was classified as a long-term liability.

As a result of the upfront cash payment and guaranteed minimum royalties discussed above, as well as certain other advance payments of royalties received from G-III, the Company recognized deferred revenue contract liabilities on its consolidated balance sheet as of December 31, 2025 and 2024 of $3.09 million and $3.56 million, respectively, at each balance sheet date.

These deferred revenue contract liabilities are being recognized ratably as revenue through December 31, 2028.

1 unchanged sentence

Other Licensing Agreements

We have entered into certain other licensing agreements for sales and distribution through e-commerce and traditional brick-and-mortar retailers.

Authorized distribution channels include department stores, mass merchant retailers, clubs, and national specialty retailers.

We have entered into certain other licensing agreements for sales and distribution through e-commerce and brick-and-mortar retailers.

Authorized distribution channels typically include department stores, mass merchant retailers, clubs, and national specialty retailers.

Under our other licenses, a supplier is granted rights, typically on an exclusive basis, to a single or small group of related product categories for sale to multiple accounts within an approved channel of distribution and territory.

Our other license agreements typically provide the licensee with the exclusive rights for a certain product category in a specified territory and/or distribution channel under a specific brand or brands.

Our other license agreements cover

various categories, including but not limited to women’s apparel, footwear, and accessories;

Our other license agreements cover various categories, including but not limited to women’s apparel, footwear, and accessories;

bath and body;

4 unchanged sentences

The terms of the agreements generally range from three to six years with renewal options.

We are in discussions with other potential licensees and strategic partners to license and/or co-brand our brand portfolio for additional categories.

In certain cases, we have engaged licensing agents to assist in the procurement of such licenses for which we or our licensees pay such agents’ fees based upon a percentage of the net sales of licensed products by such licensees, or a percentage of the royalty payments that we receive from such licensees.

While many of the new and proposed licensing agreements will likely require us to provide seasonal design services, most of our new and prospective licensing partners have their own design staff, and we therefore expect low incremental overhead costs related to expanding our licensing business.

We will endeavor, where possible, to require licensees to provide guaranteed minimum royalties under their license agreements.

We endeavor, where possible, to require licensees to provide guaranteed minimum royalties under their license agreements.

Our licensees currently sell our branded licensed products through brick-and-mortar retailers, e-commerce, and in certain cases supply products to interactive television companies for sale through their television programs and/or through their internet websites.

3 unchanged sentences

We employ live streaming, social media, and other marketing and public relations support for our brands.

Given our true omni-channel retail sales strategy focusing on the sale of branded products through various distribution channels (including live-streaming, e-commerce, interactive television, and traditional brick-and-mortar sales channels), our marketing efforts currently focus on leveraging micro- and mega-influencers, entertainment tie-ins, PR and editorial, social media campaigns, personal appearances, and digital content in order to drive retail sales of product and consumer awareness across our various sales distribution channels.

Given our omni-channel retail sales strategy focusing on the sale of branded products through various distribution channels (including live-streaming, e-commerce, interactive television, and brick-and-mortar sales channels), our marketing efforts currently focus on leveraging micro- and mega-influencers, entertainment tie-ins, PR and editorial, social media campaigns, personal appearances, and digital content in order to drive retail sales of product and consumer awareness across our various sales distribution channels.

We seek to create the intersection where shopping, entertainment, and social media meet.

1 unchanged sentence

Our efforts also include promoting namesakes of our brands and our personalities through various media including live-streaming, television, design for performances, and other events.

We also work with our retail partners to leverage their marketing resources, including e-commerce platforms and related digital marketing campaigns, social media platforms, direct mail pieces, and public relations efforts.

We also market Halston Brand through www.halston.com, the Judith Ripka brand through www.judithripka.com, the C Wonder brand through www.cwonder.com, and the Longaberger brand through www.longaberger.com.

We also work with our retail

partners to leverage their marketing resources, including e-commerce platforms and related digital marketing campaigns, social media platforms, direct mail pieces, and public relations efforts.

We also market the Halston Brand through www.halston.com, the Judith Ripka brand through www.judithripka.com, the C Wonder brand through www.cwonder.com, and the Longaberger brand through www.longaberger.com.

Through our websites, we are able to present the products under our brands to customers with branding that reflects each brand’s heritage and unique point of view.

1 unchanged sentence

These competitors have the ability to compete with the Company and our licensees in terms of fashion, quality, price, products, and/or marketing, and ultimately retail floor space and consumer spending.

Because many of our competitors have significantly greater cash, revenues, and resources than we do, we must work to differentiate ourselves from our direct and indirect competitors to successfully compete for market share with the brands

we own and for future acquisitions.

We believe that the following factors help differentiate our Company in an increasingly crowded competitive landscape:

1 unchanged sentence

● our brand management platform, which has a strong focus on design, product, marketing, and technology;

● our operating strategies of licensing brands with significant media presence and driving sales through our true omni-channel retail sales strategy across interactive television, live streaming, and e-commerce distribution channels.

● our operating strategies of licensing brands with significant media presence and driving sales through our omni-channel retail sales strategy across interactive television, live streaming, and e-commerce distribution channels.

We expect our existing and future licenses to relate to products in the apparel, footwear, accessories, jewelry, home goods, and other consumer products industries, in which our licensees face intense competition, including from our other brands and licensees.

5 unchanged sentences

the Ripka brands, which include the trademarks and brands Judith Ripka LTD, Judith Ripka Collection, Judith Ripka Legacy, Judith Ripka, and Judith Ripka Sterling;

the C Wonder brands, which include the trademarks and brands C Wonder and C Wonder Limited, the TowerHill brand, and the LB70 brand.

the C Wonder brands, which include the trademarks and brands C Wonder and C Wonder Limited, the TowerHill brand, the Trust-Love-Respect brand, and the GemmaMade brand.

We manage and have a 50% ownership interest in the brands and trademarks of the Longaberger brand through our business venture with Hilco Global.

We also have a 17.5% ownership interest in IM Topco, which owns the Mizrahi brands, including the trademarks and brands Isaac Mizrahi, Isaac Mizrahi New York, IMNYC Isaac Mizrahi, and IsaacMizrahiLIVE.

Where laws limit our ability to record in our name trademarks that we have purchased, we have obtained by way of license all necessary rights to operate our business.

1 unchanged sentence

Patent and Trademark Office in block letter and/or logo formats, as well as in combination with a variety of ancillary designs for use in connection with a variety of product categories, such as apparel, footwear and various other goods and services including, in some cases, home furnishings and decor.

The Company intends to renew and maintain registrations as appropriate prior to expiration and it makes efforts to diligently prosecute all pending applications consistent with the Company’s business goals.

The Company intends to renew and maintain registrations as appropriate prior to expiration and it makes efforts to diligently prosecute all pending

applications consistent with the Company’s business goals.

In addition, the Company registers its trademarks in certain other countries and regions around the world as it deems appropriate.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business