XCel Brands, Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ ​ ​ ​ Page ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 688 ) ​ 52 Consolidated Balance Sheets ​ 55 Consolidated Statements of Operations ​ 56 Consolidated Statements of Stockholders’ Equity ​ 57 Consolidated Statements of Cash Flows ​ 58 Notes to Consolidated Financial Statements ​ 59 ​ ​ 51 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Xcel Brands, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Xcel Brands, Inc. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. ​ Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ 52 Table of Contents Finite-Lived Trademarks and Other Intangible Assets Critical Audit Matter Description As described further in Note 4 to the financial statements, the carrying amount of finite-lived trademarks and other intangible assets was $34.8 million as of December 31, 2024. Under the applicable accounting guidance, these assets shall be tested for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Management has concluded that these assets are not impaired as of December 31, 2024. ​ How the Critical Audit Matter was Addressed in the Audit We determined the Company’s ability to assess if their trademark and other intangible assets are impaired as a critical audit matter due to the estimation and uncertainty regarding the Company’s ability to generate sufficient undiscounted cash flows to be in excess of the carrying value of the reported value of the assets. The Company evaluates its trademark and other intangible assets for impairment annually or when events are triggered by economic conditions. These events require the management to compare the carrying values to their estimated fair values as of the evaluation date. The Company uses the income approach using an undiscounted cash flow model to value the trademark and other intangible assets. If the carrying value of this asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds fair value. ​ Auditing the Company’s trademark and other intangible asset impairment is complex and subjective due to the significant estimation required to determine the forecasted cash flows used in the Company’s evaluation. Specifically, the forecasted cash flows are sensitive to significant assumptions such as revenue growth rates and expenses over the estimated useful life all of which are affected by expected future market or economic conditions, and other factors. ​ The primary procedures we performed to address this critical audit matter included the following, among others: ● We evaluated management’s assessment of events and changes in circumstances, which required a more detailed evaluation of undiscounted cash flows. ● We obtained management’s forecasts of undiscounted cash flows, and assumptions utilized in developing such forecasts. ● We evaluated management’s forecasts and key assumptions utilized to arrive at undiscounted cash flows. ● We performed sensitivity analysis of management’s forecasts and key assumptions used to arrive at undiscounted cash flows. ● We compared undiscounted cash flows to the carrying amounts of the respective assets and determined in all cases that undiscounted cash flows exceeded the carrying amounts. Investment in IM Topco, LLC Critical Audit Matter Description As described further in Note 3 to the financial statements, the Company’s investment in IM Topco, LLC was $10.1 million as of December 31, 2024. The Company’s investment in IM Topco, LLC is reviewed for impairment whenever there are indicators that their carrying value may not be recoverable; if a decrease in value of the investment has occurred and such decrease is determined to be other than temporary in nature, the Company shall record an impairment charge to reduce the carrying amount of the investment to its fair value. During the year ended December 31, 2024, the Company recognized $9.96 million of other non-cash charges related to IM Topco, LLC including (i) a $4.21 million non-cash charge to recognize the estimated value of their contractual obligation to transfer a portion of their equity ownership interests in IM 53 Table of Contents Topco, LLC to WHP in 2025, and (ii) a $5.75 million non-cash charge for the other-than-temporary impairment of their investment in IM Topco, LLC. How the Critical Audit Matter was Addressed in the Audit We determined the Company’s ability to assess if their Investment in IM Topco, LLC is impaired as a critical audit matter due to the estimation and uncertainty regarding the Company’s ability to generate sufficient undiscounted cash flows to be in excess of the carrying value of the reported value of the investment. The Company’s investments in unconsolidated affiliates are reviewed for impairment whenever there are indicators that their carrying value may not be recoverable; if a decrease in value of the investment has occurred and such decrease is determined to be other than temporary in nature, the Company shall record an impairment charge to reduce the carrying amount of the investment to its fair value. These events require the management to compare the carrying values to their estimated fair values as of the evaluation date. The Company uses the income approach using a discounted cash flow model to value the investment. If the carrying value of this investment is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the impairment exceeds fair value. Auditing the Company’s Investment in IM Topco, LLC impairment is complex and subjective due to the significant estimation required to determine the forecasted cash flows used in the Company’s evaluation. Specifically, the forecasted cash flows are sensitive to significant assumptions such as revenue growth rates, including the terminal growth rates, margins, expenses, and discount rates, all of which are affected by expected future market or economic conditions. In addition, our audit effort involved the use of professionals within our firm with specialized skill and knowledge in valuation methods and models. The primary procedures we performed to address this critical audit matter included the following, among others: ● We evaluated the Company’s forecasted revenue ● We evaluated the guideline companies used that operated in similar industries. ● We evaluated whether the Company used the appropriate modified capital asset pricing model and a weighted average cost of capital. ● We performed independent calculations to evaluate the sensitivity of the key assumptions used by management. ​ ​ /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2021. New York, NY May 27, 2025 ​ 54 Table of Contents ​ Xcel Brands, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Assets ​ ​ Current Assets: ​ ​ Cash and cash equivalents ​ $ 1,254 ​ $ 2,998 Accounts receivable, net of allowances for credit losses of $ 0 and $ 75 at December 31, 2024 and 2023, respectively ​ 2,269 ​ 3,454 Inventory ​ — ​ 453 Prepaid expenses and other current assets ​ 520 ​ 398 Total current assets ​ 4,043 ​ 7,303 Non-current Assets: ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 182 ​ 634 Operating lease right-of-use assets ​ ​ 3,751 ​ ​ 4,453 Trademarks and other intangibles, net ​ 34,759 ​ 41,520 Equity method investments, net ​ ​ 10,110 ​ ​ 17,735 Other assets ​ 911 ​ 15 Total non-current assets ​ 49,713 ​ 64,357 ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 53,756 ​ $ 71,660 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ Current Liabilities: ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 2,734 ​ $ 2,236 Deferred revenue ​ 1,380 ​ 889 Accrued income taxes payable ​ ​ 554 ​ ​ 372 Current portion of operating lease obligations ​ ​ 1,513 ​ ​ 1,258 Current portion of long-term debt ​ — ​ 750 Current portion of contingent obligations ​ 4,213 ​ 964 Total current liabilities ​ 10,394 ​ 6,469 Long-Term Liabilities: ​ ​ Deferred revenue ​ ​ 2,667 ​ ​ 3,556 Long-term portion of operating lease obligations ​ ​ 5,297 ​ ​ 4,021 Long-term debt, net, less current portion ​ 6,569 ​ 3,971 Long-term portion of contingent obligation ​ ​ — ​ ​ 5,432 Other long-term liabilities ​ 431 ​ 40 Total long-term liabilities ​ 14,964 ​ 17,020 Total Liabilities ​ 25,358 ​ 23,489 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity: ​ ​ Preferred stock, $ .001 par value, 1,000,000 shares authorized, none issued and outstanding ​ — ​ — Common stock, $ .001 par value, 50,000,000 shares authorized, and 2,368,072 and 1,979,413 shares issued and outstanding at December 31, 2024 and 2023, respectively (1) ​ 2 ​ 2 Paid-in capital (1) ​ 106,666 ​ 103,879 Accumulated deficit ​ ( 76,244 ) ​ ( 53,849 ) Total Xcel Brands, Inc. stockholders' equity ​ 30,424 ​ 50,032 Noncontrolling interest ​ ​ ( 2,026 ) ​ ​ ( 1,861 ) Total Stockholders' Equity ​ 28,398 ​ 48,171 ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Stockholders' Equity ​ $ 53,756 ​ $ 71,660 ​ (1) The values of Common stock and Paid-in capital, as well as the number of shares issued and outstanding, have been retroactively adjusted in order to give effect to the Company’s 1-for-10 reverse stock split. See Note 2 and Note 12. ​ See accompanying Notes to Consolidated Financial Statements. ​ 55 Table of Contents Xcel Brands, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ December 31, ​ ​ 2024 2023 ​ Revenues ​ ​ ​ ​ Net licensing revenue ​ $ 7,912 ​ $ 9,156 ​ Net sales ​ 347 ​ 8,599 ​ Net revenue ​ 8,259 ​ 17,755 ​ Cost of goods sold ​ 445 ​ 6,918 ​ Gross profit ​ 7,814 ​ 10,837 ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct operating costs and expenses ​ ​ ​ Salaries, benefits and employment taxes ​ 5,916 ​ 9,910 ​ Other selling, general and administrative expenses ​ 6,842 ​ 13,261 ​ Total direct operating costs and expenses ​ 12,758 ​ 23,171 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss before other operating costs and expenses (income) ​ ​ ( 4,944 ) ​ ​ ( 12,334 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other operating costs and expenses (income) ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 4,947 ​ 6,954 ​ Asset impairment charges ​ ​ 3,483 ​ ​ 100 ​ Loss from equity method investments ​ ​ 7,623 ​ ​ 2,060 ​ Contingent reduction in equity ownership of IM Topco, LLC ​ ​ 4,213 ​ ​ — ​ Gain on divestiture of Lori Goldstein Brand ​ ​ ( 3,801 ) ​ ​ — ​ Gain on sale of limited partner ownership interest ​ ​ — ​ ​ ( 359 ) ​ Gain on settlement of lease liability ​ ​ — ​ ​ ( 445 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss ​ ( 21,409 ) ​ ( 20,644 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and finance expense (income) ​ ​ ​ Interest expense ​ 618 ​ 113 ​ Other interest and finance charges (income), net ​ 26 ​ 268 ​ Loss on early extinguishment of debt ​ ​ 287 ​ ​ — ​ Interest and finance expense (income), net ​ 931 ​ 381 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ ( 22,340 ) ​ ( 21,025 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision ​ 220 ​ 1,212 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 22,560 ) ​ ​ ( 22,237 ) ​ Net loss attributable to noncontrolling interest ​ ​ ( 165 ) ​ ​ ( 1,185 ) ​ Net loss attributable to Xcel Brands, Inc. stockholders ​ $ ( 22,395 ) ​ $ ( 21,052 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss per common share attributable to Xcel Brands, Inc. stockholders: ​ ​ ​ Basic and diluted net loss per share (1) ​ $ ( 9.84 ) ​ $ ( 10.68 ) ​ Weighted average number of common shares outstanding: ​ ​ ​ Basic and diluted weighted average common shares outstanding (1) ​ 2,275,332 ​ 1,971,072 ​ ​ (1) Weighted average shares outstanding and per share information have been retroactively adjusted in order to give effect to the Company’s 1-for-10 reverse stock split. See Note 2 and Note 12. ​ See accompanying Notes to Consolidated Financial Statements. ​ 56 Table of Contents ​ Xcel Brands, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Xcel Brands, Inc. Stockholders ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Noncontrolling ​ ​ ​ ​ Shares (1) Amount (1) Capital (1) Deficit Interest Total Balance as of January 1, 2023 1,962,396 ​ 2 ​ 103,610 ​ ( 32,797 ) ​ ( 676 ) ​ $ 70,139 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation expense related to stock options and restricted stock — ​ — ​ 161 ​ — ​ — ​ 161 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contra-revenue related to warrants held by licensee ​ — ​ ​ — ​ ​ 26 ​ ​ — ​ — ​ 26 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to directors in connection with restricted stock grants ​ 4,000 ​ ​ — ​ ​ — ​ ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forfeitures of restricted stock grants ​ ( 500 ) ​ ​ — ​ ​ — ​ ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to consultant in connection with stock grants ​ 6,666 ​ ​ — ​ ​ 45 ​ ​ — ​ ​ — ​ ​ 45 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to employee in connection with stock grant ​ 730 ​ ​ — ​ 10 ​ — ​ — ​ 10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued on exercises of stock options, net of shares surrendered for cashless exercises 6,121 ​ — ​ 27 ​ — ​ — ​ 27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss for the year ended December 31, 2023 — ​ — ​ — ​ ( 21,052 ) ​ ( 1,185 ) ​ ( 22,237 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2023 1,979,413 ​ 2 ​ 103,879 ​ ( 53,849 ) ​ ( 1,861 ) ​ 48,171 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation expense related to stock options and restricted stock — ​ — ​ 138 ​ — ​ — ​ 138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contra-revenue related to warrants held by licensee ​ — ​ — ​ 38 ​ — ​ — ​ 38 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to directors in connection with restricted stock grants ​ 4,000 ​ ​ — ​ ​ — ​ ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to consultant in connection with stock grants ​ 7,800 ​ ​ — ​ ​ 98 ​ ​ — ​ ​ — ​ ​ 98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to employee in connection with stock grant ​ 1,468 ​ ​ — ​ 10 ​ — ​ — ​ 10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to executives for pro rata portion of base salaries, net of withholding taxes ​ 17,502 ​ ​ — ​ 120 ​ — ​ — ​ 120 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued in connection with public offering and private placement transactions, net of transaction costs ​ 357,889 ​ ​ — ​ ​ 1,902 ​ ​ — ​ ​ — ​ ​ 1,902 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants issued in connection with refinancing of term loan debt ​ — ​ ​ — ​ ​ 481 ​ ​ — ​ ​ — ​ ​ 481 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss for the year ended December 31, 2024 — ​ — ​ — ​ ( 22,395 ) ​ ( 165 ) ​ ( 22,560 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2024 2,368,072 ​ $ 2 ​ $ 106,666 ​ $ ( 76,244 ) ​ $ ( 2,026 ) ​ $ 28,398 ​ ​ (1) The values of Common stock and Paid-in capital, as well as the number of shares issued and outstanding, have been retroactively adjusted in order to give effect to the Company’s 1-for-10 reverse stock split. See Note 2 and Note 12. ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 57 Table of Contents ​ Xcel Brands, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 2023 Cash flows from operating activities ​ ​ Net loss ​ $ ( 22,560 ) ​ $ ( 22,237 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ Depreciation and amortization expense ​ 4,947 ​ 6,954 Asset impairment charges ​ 3,483 ​ 100 Amortization of deferred finance costs included in interest expense ​ 115 ​ 22 Stock-based compensation and cost of licensee warrants ​ 403 ​ 242 Provision for credit losses ​ ​ 17 ​ ​ 75 Loss from equity method investments ​ ​ 7,623 ​ ​ 2,060 Contingent reduction in equity ownership of IM Topco, LLC ​ ​ 4,213 ​ ​ — Loss on early extinguishment of debt ​ ​ 287 ​ ​ — Deferred income tax provision ​ — ​ 1,107 Gain on divestiture of Lori Goldstein brand ​ ​ ( 3,801 ) ​ ​ — Gain on sale of limited partner ownership interest ​ ​ — ​ ​ ( 359 ) Gain on settlement of lease liability ​ ​ — ​ ​ ( 445 ) Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ 1,168 ​ 1,581 Inventory ​ 453 ​ 2,391 Prepaid expenses and other current and non-current assets ​ ( 279 ) ​ 1,034 Deferred revenue ​ ​ ( 398 ) ​ ​ 4,356 Accounts payable, accrued expenses, accrued income taxes payable, and other current liabilities ​ 16 ​ ( 2,936 ) Lease-related assets and liabilities ​ ​ ( 794 ) ​ ​ ( 525 ) Other long-term liabilities ​ 391 ​ 35 Net cash used in operating activities ​ ( 4,716 ) ​ ( 6,545 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Capital contribution to equity method investee ​ ​ — ​ ​ ( 150 ) Net proceeds from sale of assets ​ ​ — ​ ​ 459 Purchase of property and equipment ​ ( 112 ) ​ ( 100 ) Net cash (used in) provided by investing activities ​ ( 112 ) ​ 209 ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Proceeds from public offering and private placement transactions, net of transaction costs ​ ​ 1,902 ​ ​ — Proceeds from long-term debt ​ ​ 7,950 ​ ​ 5,000 Payment of deferred finance costs ​ ( 922 ) ​ ( 301 ) Proceeds from exercise of stock options ​ ​ — ​ ​ 27 Shares repurchased including vested restricted stock in exchange for withholding taxes ​ ​ ( 107 ) ​ — Payment of long-term debt ​ ( 5,000 ) ​ — Net cash provided by financing activities ​ 3,823 ​ 4,726 ​ ​ ​ ​ ​ ​ ​ Net decrease in cash, cash equivalents, and restricted cash ​ ( 1,005 ) ​ ( 1,610 ) ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents, and restricted cash at beginning of year ​ ​ 2,998 ​ ​ 4,608 ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents, and restricted cash at end of year ​ $ 1,993 ​ $ 2,998 ​ ​ ​ ​ ​ ​ ​ Reconciliation to amounts on consolidated balance sheets: ​ ​ Cash and cash equivalents ​ $ 1,254 ​ $ 2,998 Restricted cash (reported in other non-current assets) ​ 739 ​ — Total cash, cash equivalents, and restricted cash ​ $ 1,993 ​ $ 2,998 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ ​ Recognition of operating lease right-of-use asset ​ $ 2,596 ​ $ — Recognition of operating lease obligation ​ $ 2,596 ​ $ — Issuance of warrants in connection with debt refinancing ​ $ 481 ​ $ — ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ Cash paid during the year for interest ​ $ 505 ​ $ 56 Cash paid during the year for income taxes ​ $ — ​ $ 99 ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ 58 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 1. Nature of Operations, Background, and Basis of Presentation Xcel Brands, Inc. (“Xcel” and, together with its subsidiaries, the “Company”) is a media and consumer products company engaged in the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. As of December 31, 2024, the Company’s brand portfolio consisted of the Halston brands (the “Halston Brand”), the Judith Ripka brands (the "Ripka Brand"), the C Wonder brands (the “C Wonder Brand”), the TowerHill by Christie Brinkley brand (the “CB Brand”), the LB70 by Lloyd Boston brand (the ‘LB70 Brand”), the Longaberger brand (the “Longaberger Brand”), the Isaac Mizrahi brands (the “Isaac Mizrahi Brand”), and other proprietary brands. ● The Halston Brand, Ripka Brand, and C Wonder Brand are wholly owned by the Company. ● The CB Brand is a co-branded collaboration between Xcel and Christie Brinkley that launched in May 2024. The LB Brand is a co-branded collaboration between Xcel and Lloyd Boston that launched in August 2024. ● The Company manages the Longaberger Brand through its 50 % ownership interest in Longaberger Licensing, LLC; the Company consolidates Longaberger Licensing, LLC and recognizes noncontrolling interest for the remaining ownership interest held by a third party (see Note 3 for additional details). ● The Company holds a noncontrolling interest in the Isaac Mizrahi Brand through a 30 % ownership interest in IM Topco, LLC (“IM Topco”); the Company accounts for its interest in IM Topco, LLC using the equity method of accounting (see Note 3 for additional details). The Company’s brand portfolio also included the LOGO by Lori Goldstein brand (the “Lori Goldstein Brand”) as a wholly owned brand from April 1, 2021 through June 30, 2024; the Lori Goldstein Brand was divested on June 30, 2024 (see Note 3 for additional details). The Company also owns a noncontrolling equity ownership interest in ORME Live Inc. (“ORME”), a short-form video and social commerce marketplace that launched in April 2024. The Company primarily generates revenue through the licensing of its brands through contractual arrangements with manufacturers and retailers. The Company, through its licensees, distributes through an 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. Prior to and for a portion of 2023, the Company also engaged in certain wholesale and direct-to-consumer sales of products under its brands. The Company’s former wholesale and direct-to-consumer operations are presented as "Net sales" and "Cost of goods sold" in the Consolidated Statements of Operations, separately from the Company’s licensing revenues. The only net sales and cost of goods sold recognized for the year ended December 31, 2024 were (i) the final sale of certain residual jewelry inventories and (ii) the sale of all remaining inventory related to the Longaberger Brand. As of December 31, 2024, the Company has no remaining inventory. ​ 59 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Going Concern The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2024, the Company has incurred recurring losses, a history of cash flows used in operating activities, and an accumulated deficit. While the Company has undertaken significant restructuring efforts during 2023 and 2024, including divesting an unprofitable brand during 2024, reducing overhead costs, raising capital, and securing debt financing, management has determined that, absent additional funding, there is substantial doubt about the Company’s ability to meet its financial obligations as they become due within twelve months from the date these financial statements are issued. Subsequent to year-end, the Company restructured its outstanding debt and received net proceeds from financing activities. However, these proceeds may still be insufficient to fully address the Company’s liquidity needs. Management is actively pursuing an equity offering to secure additional capital; however, there can be no assurance that such efforts will be successful or that sufficient funds will be obtained to meet the Company’s obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to continue exploring strategic financing alternatives and operational efficiencies to improve liquidity. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Xcel, its wholly owned subsidiaries, and entities in which Xcel has a controlling financial interest as of and for the years ended December 31, 2024 (the "Current Year") and 2023 (the "Prior Year"). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation, and net earnings have been adjusted by the portion of operating results of consolidated entities attributable to noncontrolling interests. Investments in Unconsolidated Affiliates The Company holds noncontrolling equity interests in IM Topco, LLC and ORME Live, Inc. These investments are accounted for in accordance with ASC Topic 323, “Investments – Equity Method and Joint Ventures,” as the Company has the ability to exercise significant influence over the operating and financial policies of these affiliates, but does not control the affiliates. See Note 3 for additional information related to the Company’s investments in unconsolidated affiliates. The Company recognizes its share of the ongoing operating results of these affiliates within other operating costs and expenses (income) in the accompanying consolidated statements of operations. The Company’s investments in unconsolidated affiliates are reviewed for impairment whenever there are indicators that their carrying value may not be recoverable; if a decrease in value of the investment has occurred and such decrease is determined to be other than temporary in nature, the Company shall record an impairment charge to reduce the carrying amount of the investment to its fair value. 60 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Change in Capital Structure As described more fully in Note 12, effective March 24, 2025, the Company effected a 1-for-10 reverse stock split for all of its issued and outstanding common stock. All share and per share amounts presented in these consolidated financial statements and accompanying notes, including but not limited to shares issued and outstanding, earnings/(loss) per share, and warrants and options, as well as the dollar amounts of common stock and paid-in capital, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. There were no changes to the total number of authorized common shares or par value per common share as a result of this change. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. The Company deems the following items to require significant estimates from management: ● Useful lives of trademarks; ● Assumptions used in the valuation of intangible assets, including cash flow estimates for initial determinations of fair value and/or impairment analysis; ● Accounting for and valuation of equity method investees; ● Valuation allowances and effective tax rate for tax purposes; and ● Incremental borrowing rate for lease accounting purposes. Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Restricted Cash Restricted cash at December 31, 2024 (included within other non-current assets in the consolidated balance sheet) consisted of $ 0.7 million of cash deposited as collateral for a standby letter of credit associated with a real estate lease; there was no restricted cash as of December 31, 2023. Accounts Receivable Accounts receivable are reported net of an allowance for credit losses. As of December 31, 2024 and 2023, the Company had $ 2.3 million and $ 3.5 million, respectively, of accounts receivable, net of allowances of $ 0.00 million and $ 0.08 million, respectively. 61 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ The allowance for credit losses is determined based upon a variety of judgments and factors. Factors considered in determining the allowance include historical collection, write-off experience, and management's assessment of collectibility from customers, including current conditions, reasonable forecasts, and expectations of future collectibility and collection efforts. Management continuously assesses the collectibility of receivables and adjusts estimates based on actual experience and future expectations based on economic indicators. Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written-off against the allowance for credit losses when such balances are deemed to be uncollectible. A rollforward of the allowance for credit losses for the Current Year and Prior Year is as follows: ​ ​ ​ ​ ​ ​ ​ ($ in thousands) 2024 2023 Balance at January 1 ​ $ 75 ​ $ — Credit loss expense (recovery) ​ 17 ​ 75 Write-offs ​ ( 92 ) ​ — Other ​ — ​ — Balance at December 31 ​ $ — ​ $ 75 ​ Additionally, on October 17, 2023, the Company and one of the licensees managed under the Halston Master License (see Note 5) entered into an amendment of their respective licensing agreement. Under this amendment, the payment terms of a $ 0.76 million outstanding balance due to the Company were changed such that this receivable (and collection thereof) became contractually contingent upon the licensee’s future performance. This licensee is also required to pay interest to the Company on a monthly basis until the outstanding balance is paid in full. The Company recorded a non-cash charge of $ 0.76 million within other selling, general and administrative expenses in the Prior Year related to the restructuring of this licensing arrangement, in order to write-down the previously-recorded receivable to zero, which is not included in the credit loss expense and allowance for credit losses amounts set forth above. ​ There is no earned revenue that has been accrued but not billed as of December 31, 2024 and 2023. Inventory All of the Company’s inventory consisted solely of finished goods, and was recorded at the lower of cost or net realizable value, with cost determined on a weighted average basis. The Company periodically reviewed the composition of its inventory in order to identify obsolete, slow-moving, or otherwise non-saleable items, and recorded write-downs to net realizable value for any non-saleable inventory with no alternative use. The Company also recorded write-downs for inventory shrinkage, representing the risk of physical loss of inventory, based on historical experience and physical inventory counts. As of January 1, 2023, inventory was composed of jewelry, wholesale apparel, and home goods. During the Prior Year, as a result of the restructuring of its business operating model, the Company sold all of its wholesale apparel inventory and substantially all of its remaining fine jewelry inventory to its new business partners and licensees. Thus, as of December 31, 2023, inventory was composed of home goods and related items for the Longaberger Brand, as well as certain residual jewelry inventories. During the Current Year, the Company sold all of its remaining inventory items, and as of December 31, 2024, the Company had no remaining inventory. Property and Equipment Furniture, equipment, and software are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over their estimated useful lives, generally three (3) to seven (7) years. Depreciation expense for the years ended December 31, 2024 and 2023 was approximately $ 0.1 million and $ 0.8 million, respectively. 62 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Betterments and improvements are capitalized, while repairs and maintenance are expensed as incurred. Costs to develop or acquire software for internal use incurred during the preliminary project stage and the post implementation stage are expensed, while internal and external costs to acquire or develop software for internal use incurred during the application development stage – including design, configuration, coding, testing, and installation – are generally capitalized. The Company’s long-lived property and equipment assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. To perform such impairment testing, the Company groups assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates the asset group against the sum of undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on a discounted cash flows analysis or appraisals. The inputs utilized in the impairment analysis are classified as Level 3 inputs within the fair value hierarchy as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement.” Trademarks and Other Intangible Assets The Company’s finite-lived intangible assets are amortized over their estimated useful lives of three (3) to eighteen (18) years. The Company re-evaluates the remaining useful life of its finite-lived intangible assets on an annual basis, based on consideration of current events and circumstances, the expected use of the asset, and the effects of demand, competition, and other economic factors. No changes were made to the estimated useful lives of intangible assets in the Current Year or Prior Year. The Company’s finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. To perform such impairment testing, the Company groups assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates the asset group against the sum of undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value, based on a discounted cash flows analysis or appraisals. No impairment charges were recorded related to intangible assets for the Current Year or Prior Year. See Note 4 for additional information related to the Company’s trademarks and other intangible assets. Deferred Finance Costs Costs incurred in connection with borrowings under term loans (primarily professional fees and lender underwriting fees) are deferred on the consolidated balance sheet as a reduction to the carrying value of the associated borrowings, and are amortized as interest expense over the term of the related borrowings using the effective interest method. Contingent Obligations When accounting for asset acquisitions, if any contingent obligations exist and the fair value of the assets acquired is greater than the consideration paid, any contingent obligations are recognized and recorded as the positive difference between the fair value of the assets acquired and the consideration paid for the acquired assets. When accounting for asset acquisitions, if any contingent obligations exist and the fair value of the assets acquired are equal to the consideration paid, any contingent obligations are recognized based upon the Company’s best estimate of the amount that will be paid to settle the liability. 63 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Under the applicable accounting guidance, the Company is required to carry such contingent liability balances on its consolidated balance sheet until the measurement period of the earn-out expires and all related contingencies have been resolved. See Note 9 for additional information related to the Company’s contingent obligations. Revenue Recognition The Company applies the guidance in ASC Topic 606, “Revenue from Contracts with Customers” to recognize revenue. Licensing The Company recognizes revenue continuously over time as it satisfies its continuous obligation of granting access to its licensed intellectual properties, which are deemed symbolic intellectual properties under the applicable revenue accounting guidance. The Company determines the transaction price based on the terms of the contract. Payments are typically due after sales have occurred and have been reported by the licensees or, where applicable, in accordance with minimum guaranteed payment provisions. The timing of performance obligations is typically consistent with the timing of payments, though there may be differences if contracts provide for advances or significant escalations of contractually guaranteed minimum payments. With the exception of the Halston Master License agreement described in Note 5, there were no such differences that would have a material impact on the Company’s consolidated balance sheets at December 31, 2024 and 2023. In accordance with ASC 606-10-55-65, the Company recognizes net licensing revenue at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied (in whole or in part). More specifically, the Company separately identifies: (i) Contracts for which, based on experience, royalties are expected to exceed any applicable minimum guaranteed payments, and to which an output-based measure of progress based on the “right to invoice” practical expedient is applied because the royalties due for each period correlate directly with the value to the customer of the Company’s performance in each period (this approach is identified as “View A” by the FASB Revenue Recognition Transition Resource Group, “TRG”); and (ii) Contracts for which revenue is recognized based on minimum guaranteed payments using an appropriate measure of progress, in which minimum guaranteed payments are straight-lined over the term of the contract and recognized ratably based on the passage of time, and to which the royalty recognition constraint to the sales-based royalties in excess of minimum guaranteed is applied and such sales-based royalties are recognized to the distinct period only when the minimum guaranteed is exceeded on a cumulative basis (this approach is identified as “View C” by the TRG). The Company’s unconditional right to receive consideration based on the terms and conditions of licensing contracts is presented as accounts receivable on the accompanying consolidated balance sheets. The Company does not typically perform by transferring goods or services to customers before the customer pays consideration or before payment is due, thus the amounts of contract assets as defined by ASC 606-10-45-3 related to licensing contracts were not material as of December 31, 2024 and 2023. The Company does not typically receive consideration in advance of performance and, consequently, amounts of contract liabilities as defined by ASC 606-10-45-2 related to licensing contracts are generally not material; however, as of December 31, 2024 and 2023, the Company has recognized approximately $ 3.6 million and $ 4.4 million, respectively, of deferred revenue contract liabilities on its consolidated balance sheet related to the Halston Master License agreement (see Note 5 for additional details). 64 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ The Company does not disclose the amount attributable to unsatisfied or partially satisfied performance obligations for variable revenue contracts (identified under “View A” above) in accordance with the optional exemption allowed under ASC 606. The Company did not have any revenue recognized in the reporting period from performance obligations satisfied, or partially satisfied, in previous periods. Remaining minimum guaranteed payments for active contracts as of December 31, 2024 are expected to be recognized ratably in accordance with View C over the remaining term of each contract based on the passage of time and through December 2028, subject to renewal or extension upon termination. Wholesale Sales Prior to the restructuring of the Company’s business model and operations, the Company generated a portion of its revenue through the design, sourcing, and sale of branded jewelry and apparel to both domestic and international customers who, in turn, sold the products to the consumer. The Company recognized such revenue within net sales in the accompanying consolidated statements of operations when performance obligations identified under the terms of contracts with its customers were satisfied, which occurred upon the transfer of control of the merchandise in accordance with the contractual terms and conditions of the sale. Shipping to customers was accounted for as a fulfillment activity and was recorded within other selling, general and administrative expenses. Direct-to-Consumer Sales The Company’s revenue associated with its e-commerce jewelry operations and the Longaberger Brand (prior to the restructuring of the Company’s business model and operations in the Prior Year) was recognized within net sales in the accompanying consolidated statements of operations at the point in time when product is shipped to the customer. Shipping to customers was accounted for as a fulfillment activity and was recorded within other selling, general and administrative expenses. Advertising Costs All costs associated with production for the Company’s advertising, marketing, and promotion are expensed during the periods when the activities take place. All other advertising costs, such as print and online media, are expensed when the advertisement occurs. The Company incurred approximately $ 0.7 million and $ 1.0 million in advertising and marketing costs for the Current Year and Prior Year, respectively, which are included within other selling, general and administrative expenses in the accompanying consolidated statements of operations. Leases The Company determines if an arrangement is a lease (as defined in ASC Topic 842, “Leases”) at the inception of the arrangement. The Company generally recognizes a right-of-use (“ROU”) asset, representing its right to use the underlying leased asset for the lease term, and a liability for its obligation to make future lease payments (the lease liability) at commencement date (the date on which the lessor makes the underlying asset available for use) based on the present value of lease payments over the lease term. The Company does not recognize ROU assets and lease liabilities for lease terms of 12 months or less, but recognizes such lease payments in operations on a straight-line basis over the lease terms. As the Company’s leases typically do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For real estate leases of office space, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or rate (such as real estate taxes and building insurance and lessee’s shares thereof), if any, are excluded from lease payments at lease commencement date for initial measurement. 65 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Subsequent to initial measurement, these variable payments are recognized when the event determining the amount of variable consideration to be paid occurs. Lease expense for operating lease payments is generally recognized on a straight-line basis over the lease term. The Company recognizes income from subleases (in which the Company is the sublessor) on a straight-line basis over the term of the sublease, as a reduction to lease expense. See Note 9 for additional information related to the Company’s leases. Stock-Based Compensation The Company accounts for stock-based compensation by recognizing the fair value of stock-based compensation as an operating expense over the service period of the award or term of the corresponding contract, as applicable. The fair value of stock options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the awards and the expected stock price volatility over the terms of the awards. The expected life is based on the estimated average life of options and warrants using the simplified method; the Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The risk-free rate is based on the U.S. Treasury rate for the expected term at the time of grant, volatility is based on the historical volatility of the Company’s common stock, and the expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Restricted stock awards and other stock awards are valued using the fair value of the Company’s stock at the date of grant, based on the quoted market price of the Company’s common shares on the NASDAQ Capital Market. Non-employee awards are measured at the grant date fair value of the equity instruments to be issued, and the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant. The Company accounts for forfeitures as a reduction of compensation cost in the period when such forfeitures occur. For stock option awards for which vesting is contingent upon the achievement of certain performance targets, the timing and amount of compensation expense recognized is based upon the Company’s projections and estimates of the relevant performance metric(s) until the time the performance obligation is satisfied. Expense for such awards is recognized only to the extent that the achievement of the specified performance target(s) has been met or is considered probable. See Note 7 for additional information related to stock-based compensation. Income Taxes Current income taxes are based on the respective period’s taxable income for federal and state income tax reporting purposes. Deferred tax assets and liabilities are determined based on the differences between the financial statement and income tax bases of assets and liabilities, using enacted tax rates and laws that will be in effect for the year in which the differences are expected to reverse. A valuation allowance is recognized when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections, and the overall prospects of the Company’s business. A valuation allowance is established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 66 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ The Company applies the applicable FASB guidance on accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also addresses derecognition, classification, interest, and penalties related to uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2024 and 2023. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2020 through December 31, 2024. The income tax effects of changes in tax laws are recognized in the period when enacted. See Note 10 for additional information related to income taxes. Fair Value ASC Topic 820, “Fair Value Measurement,” defines fair value and establishes a framework for measuring fair value under U.S. GAAP. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of the Company’s assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to the short-term maturities of these instruments. The carrying value of term loan debt approximates fair value due to the floating interest rate structure of the term loan agreement. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company limits its credit risk with respect to cash and cash equivalents by maintaining such balances with high quality financial institutions. At times, the Company’s cash and cash equivalents may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are not considered significant due to the collection history and due to the nature of the Company’s royalty revenues. Generally, the Company does not require collateral or other security to support accounts receivable. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants using the treasury stock method. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options and warrants outstanding were exercised into common stock if the effect is not anti-dilutive. See Note 8 for additional information related to earnings (loss) per share. 67 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Segment Reporting Information The Company has a single reportable segment, which generates revenue from the design and licensing of branded apparel, jewelry, and similar consumer products. The Company derives revenue in North America and manages its business activities on a consolidated basis. The Company’s chief operating decision maker, as such term is defined under U.S. GAAP, is its Chief Executive Officer. The accounting policies of the Company’s single reportable segment are the same as those for the Company as a whole. The chief operating decision maker assesses performance for the single reportable segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The chief operating decision maker analyzes and reviews business performance based on available sales data from key licensees and quarterly sales and royalty reports provided by its licensees in addition to assessing the overall operating results on a monthly basis. The measure of segment assets is reported on the balance sheet as total consolidated assets, and, as the Company has a single reportable segment, the Company’s resources are applicable to the business as a whole. The Company does not have intra-entity sales or transfers. Recently Adopted Accounting Pronouncements The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” during the year ended December 31, 2024. This ASU requires additional disclosures regarding reportable segments and significant segment expenses, but does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition. ​ Recently Issued Accounting Pronouncements ​ In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU requires disclosure of additional categories of information about federal, state, and foreign income taxes in the rate reconciliation table and requires entities to provide more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU also requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively, and is effective for fiscal years beginning after December 15, 2024. The Company does not anticipate that the adoption of this ASU will have a significant impact on its consolidated financial statements. ​ In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to disclose specified information about certain costs and expenses, including but not limited to purchases of inventory, employee compensation, depreciation, and intangible asset amortization, in a tabular format within the notes to their financial statements, as well as provide additional disclosures related to certain other specified expenses. The ASU may be applied on either a prospective or retrospective basis, and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures. ​ ​ 68 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ ​ 3. Investments in Unconsolidated Affiliates, Variable Interest Entities, and Divestitures Investment in IM Topco, LLC On May 31, 2022, Xcel sold 70 % of the membership interests of IM Topco, LLC, a former subsidiary which holds the trademarks and other intellectual property rights relating to the Isaac Mizrahi Brand, to a subsidiary of WHP Global (“WHP”), a private equity-backed brand management and licensing company. The Company accounts for its 30 % retained interest in the ongoing operations of IM Topco as a component of other operating costs and expenses (income) under the equity method of accounting. Pursuant to the business venture agreement between the Company and WHP governing the operation of IM Topco, IM Topco’s net cash flow (as defined in the agreement) shall be distributed to the members during each fiscal year no less than once per fiscal quarter, as follows: (i) first, 100 % to WHP, until WHP has received an aggregate amount during such fiscal year equal to $ 8,852,000 (subject to adjustment in certain circumstances as set forth in the agreement); (ii) second, 100 % to Xcel, until Xcel has received an aggregate amount during such fiscal year equal to $ 1,316,200 (subject to adjustment in certain circumstances as set forth in the agreement); and (iii) thereafter, in proportion to the members’ respective ownership interests. On April 12, 2024, the Company, WHP, and IM Topco entered into an amendment of the business venture agreement, such that on and after January 1, 2026, WHP shall receive 50 % of the net cash flow which would otherwise be payable to Xcel, until WHP has received an aggregate amount of additional net cash flow equal to $ 1,000,000 . Based on these distribution provisions, the Company recognized an equity method loss related to its investment in IM Topco of $ 1.73 million and $ 2.06 million for the years ended December 31, 2024 and 2023, respectively. For cash flow earnings (i.e., net income before intangible asset amortization expense), management allocated the amounts based on the preferences outlined above. As such, Xcel recognized no cash-based earnings for all periods presented. For non-cash amortization expense, management allocated the amounts based on the relative ownership of each member (i.e., 70 % WHP and 30 % Xcel). The equity method loss for each period presented is equal to Xcel’s share of amortization expense. Summarized financial information for IM Topco for the year ended December 31, 2023 is as follows. Comparable information for the year ended December 31, 2024 is not presented below as the Company’s investment in IM Topco was not considered significant to the Company as of and for the year ended December 31, 2024. ​ ​ ​ ​ ​ ($ in thousands) ​ ​ Revenues ​ $ 12,119 Gross profit ​ ​ 12,119 Loss from continuing operations ​ ​ ( 1,036 ) Net loss ​ ​ ( 1,036 ) ​ In November 2023, the Company, WHP, and IM Topco entered into an amendment of the May 2022 membership purchase agreement, under which the parties agreed to waive a certain purchase price adjustment provision until the measurement period ending March 31, 2024 (see Note 9 for additional information). In exchange, Xcel agreed to make additional royalty payments to IM Topco totaling $ 0.45 million over the subsequent 11 months. As a result of this amendment, the Company recognized a $ 0.45 million increase to the carrying value basis of its equity method investment. ​ 69 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ During the Current Year, the Company recognized $ 9.96 million of other non-cash charges related to IM Topco, comprised of the following: ​ ● a $ 4.21 million non-cash charge to recognize a contingent obligation related to certain contractual provisions contained within the amended membership purchase agreement between Xcel and WHP (see Note 9 for details), which is presented as “Contingent reduction in equity ownership of IM Topco, LLC” within Other operating costs and expenses (income) in the consolidated statements of operations, and ​ ● a $ 5.75 million other-than-temporary impairment of the Company’s investment in IM Topco, stemming from a decline in the fair value of the investment as a result of decreases in IM Topco’s revenues and cash flows (which is presented as part of “Loss from equity method investments” within Other operating costs and expenses (income) in the consolidated statements of operations). ​ The carrying value of the Company’s investment in IM Topco was $ 10.11 million and $ 17.59 million as of December 31, 2024 and 2023, respectively. ​ Investment in Orme Live, Inc. ​ In December 2023, the Company contributed $ 0.15 million of cash to ORME in exchange for a 30 % equity ownership interest in ORME. The Company accounts for its interest in the operations of ORME as a component of other operating costs and expenses (income) under the equity method of accounting. ​ The Company’s proportional share of the operating results of ORME was a loss of approximately $ 0.15 million in the Current Year and was not material in the Prior Year. The carrying value of the Company’s investment in ORME was $ 0 and $ 0.15 million as of December 31, 2024 and 2023, respectively. ​ During the Current Year, the Company’s proportional ownership interest in ORME was reduced from 30 % to 19 % as the result of dilution arising from other parties making investments in ORME; however, by that point, the carrying value of the Company’s investment in ORME had already been reduced to $ 0 . ​ Longaberger Licensing, LLC Variable Interest Entity ​ Since 2019, Xcel has been party to a limited liability company agreement with a subsidiary of Hilco Global related to Longaberger Licensing, LLC (“LL”). Hilco Global is the sole Class A Member of LL, and Xcel is the sole Class B Member of LL (each individually a “Member”). Each Member holds a 50 % equity ownership interest in LL; however, based on an analysis of the contractual terms and rights contained in the agreements between the Members, the Company has previously determined that under the applicable accounting standards, LL is a variable interest entity and the Company has effective control over LL. Therefore, as the primary beneficiary, the Company has consolidated LL since 2019, and has recognized the assets, liabilities, revenues, and expenses of LL as part of its consolidated financial statements, along with a noncontrolling interest which represents Hilco Global’s 50 % ownership share in LL. ​ Sale of Investment in Unconsolidated Affiliate ​ The Company previously held a limited partner ownership interest in an unconsolidated affiliate, which was entered into in 2016. This investment did not have a readily determinable fair value and in accordance with ASC 820-10-35-59, the investment was valued at cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer. This investment was included within other assets on the Company’s consolidated balance sheet at December 31, 2022, at a carrying value of $ 0.1 million. During the Prior Year, the Company sold its ownership interest in this entity, and recognized a gain of $ 0.36 million related to the sale within other operating costs and expenses (income) on the consolidated statement of operations. ​ 70 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Divestiture of the Lori Goldstein Brand ​ On June 21, 2024, the Company (through its wholly owned subsidiary, Gold Licensing, LLC) entered into an asset purchase agreement with Lori Goldstein and Lori Goldstein, Ltd (together the “LG Parties”), pursuant to which the Company agreed to sell, and the LG Parties agreed to purchase, substantially all of the assets of the Lori Goldstein Brand, including the “LOGO by Lori Goldstein” trademark and other intellectual property rights relating thereto. Also in conjunction with this transaction, key license agreements related to the Lori Goldstein Brand were assigned to and assumed by the LG Parties. This divestiture transaction closed on June 30, 2024. ​ As consideration for the sale of these assets, the parties agreed to the following: ​ ● The LG Parties waived their rights with respect to certain contingent consideration amounts that had been previously earned by the LG Parties (under the terms of the April 1, 2021 purchase of the assets by Xcel), and terminated their rights to any future earn-out payments. ​ ● The Company retained the right to all royalties and fee income for net sales from licensees related to the Lori Goldstein Brand through the closing date. ​ ● The Company’s May 2, 2024 termination of the employment agreement and consulting agreement with the LG Parties was withdrawn. The Company paid the LG Parties a combined total of $ 25,000 as compensation for services rendered under the employment agreement and consulting agreement through June 30, 2024, and also reimbursed Ms. Goldstein for expenses incurred in the course of fulfilling her duties under the employment agreement through June 30, 2024. ● The Company and the LG Parties entered into a mutual general release and waiver of outstanding legal disputes. The total consideration received by the Company for this divestiture transaction was approximately $ 6.08 million, comprised of (i) the waiver of approximately $ 1.03 million of accrued earn-out payments earned by the LG Parties through June 30, 2024, plus (ii) the release of the remaining balance of approximately $ 5.05 million of contingent obligations recorded on the Company’s balance sheet. The remaining unamortized net book value of the Lori Goldstein intangible assets immediately prior to the sale was approximately $ 1.93 million, and the Company also incurred approximately $ 0.35 million of legal fees in connection with this transaction. Accordingly, the Company recorded a net non-cash gain on the divestiture of the Lori Goldstein Brand of approximately $ 3.80 million for the year ended December 31, 2024. ​ 4. Trademarks and Other Intangibles Trademarks and other intangibles, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average December 31, 2024 ​ Amortization ​ Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 58,580 ​ 23,852 ​ 34,728 Copyrights and other intellectual property 8 years ​ 429 ​ 398 ​ 31 Total ​ ​ ​ $ 59,009 ​ $ 24,250 ​ $ 34,759 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average December 31, 2023 ​ Amortization Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 27,431 ​ 41,449 Copyrights and other intellectual property 8 years ​ 429 ​ 358 ​ 71 Total ​ $ 69,309 ​ $ 27,789 ​ $ 41,520 71 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ ​ Amortization expense for intangible assets was approximately $ 4.83 million and $ 6.14 million for the Current Year and Prior Year, respectively. ​ Estimated future amortization expense related to finite-lived intangible assets over the remaining useful lives is as follows: ​ ​ ​ ​ ​ ($ in thousands) ​ Amortization Year Ending December 31, Expense 2025 ​ $ 3,531 2026 ​ 3,506 2027 ​ 3,503 2028 ​ 3,503 2029 ​ 3,503 Thereafter (through 2036) ​ 17,213 Total ​ $ 34,759 ​ ​ ​ 5. Significant Contracts Qurate Agreements Through its wholly owned subsidiaries, the Company has entered into direct-to-retail license agreements with Qurate Retail Group (“Qurate”), collectively referred to as the Qurate Agreements (individually, each a “Qurate Agreement”), pursuant to which the Company designs, and Qurate sources and sells, various products under the C Wonder Brand, the CB Brand, the LB Brand, and the Longaberger Brand. The Company was also previously party to similar agreements with Qurate related to the IsaacMizrahiLIVE brand and 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 (including QVC and HSN) and related internet sites. Pursuant to these agreements, the Company has granted to Qurate and its affiliates the exclusive, worldwide right to promote the Company’s branded products, and the right to use and publish the related trademarks, service marks, copyrights, designs, logos, and other intellectual property rights owned, used, licensed and/or developed by the Company, for varying terms as set forth below. In connection with the Qurate Agreements and during the same periods, Qurate and its subsidiaries have the exclusive, worldwide right to use the names, likenesses, images, voices, and performances of the Company’s spokespersons to promote the respective products. ​ ​ ​ ​ ​ ​ ​ Agreement Current Term Expiry Automatic Renewal Product Launch C Wonder Qurate Agreement (HSN) ​ December 31, 2026 ​ two-year period ​ March 2023 TowerHill by Christie Brinkley Qurate Agreement (HSN) ​ May 30, 2027 ​ three-year period ​ May 2024 LB70 by Lloyd Boston Qurate Agreement (HSN) ​ December 31, 2025 two-year period August 2024 Longaberger Qurate Agreement (QVC) ​ October 31, 2025 two-year period November 2019 ​ ● On June 30, 2024, in connection with the divestiture of the Lori Goldstein Brand (see Note 3), 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. 72 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ ● On May 31, 2022, in connection with the sale of a majority interest in the Isaac Mizrahi Brand to WHP (see Note 3), the Qurate Agreement related to the IsaacMizrahiLIVE brand was assigned to IM Topco, LLC. ​ Under the Qurate Agreements, Qurate is obligated to make payments to the Company on a quarterly basis, based upon the net retail sales of the specified branded products. Net retail sales are defined as the aggregate amount of all revenue generated through the sale of the specified branded products by Qurate and its subsidiaries under the Qurate Agreements, net of customer returns, and excluding freight, shipping and handling charges, and sales, use, or other taxes. The Qurate Agreements generally prohibit the Company from selling products under the specified respective brands to a direct competitor of Qurate without Qurate’s consent. Under certain of the Qurate Agreements, the Company may, with the permission of Qurate, sell the respective branded products via certain specified sales channels in exchange for making reverse royalty payments to Qurate based on the net retail sales of such products through such channels. However, the Company is generally restricted from selling products under the specified respective brands or trademarks to certain mass merchants. Also, under certain of the Qurate Agreements, the Company may be required for a period of time to pay a royalty participation fee to Qurate on revenue earned from the sale, license, consignment, or any other form of distribution of any products, bearing, marketed in connection with, or otherwise associated with the specified trademarks and brands. Net licensing revenue from Qurate totaled $ 3.7 million and $ 6.0 million for the Current Year and Prior Year, respectively, representing approximately 44 % and 34 % of the Company’s total net revenue, respectively. As of December 31, 2024 and 2023, the Company had receivables from Qurate of $ 0.40 million and $ 1.28 million, representing approximately 18 % and 37 % of the Company’s accounts receivable, respectively. The December 31, 2024 and 2023 Qurate receivables did not include any earned revenue accrued but not yet billed as of the respective balance sheet dates. ​ Halston Master License ​ On May 15, 2023, the Company, through its 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 Apparel Group (“G-III”), an industry-leading wholesale apparel company, 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 provided 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. G-III has an option to purchase the Halston Brand for $ 5.0 million at the end of the twenty-five-year term, which right may be accelerated under certain conditions associated with an uncured material breach of the Halston Master License in accordance with the terms of the Halston Master License. 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 $ 3.56 million and $ 4.44 million of deferred revenue contract liabilities on its consolidated balance sheet as of December 31, 2024 and 2023, respectively. As of December 31, 2023, approximately $ 0.89 million of the contract liability balance was classified as a current liability and approximately $ 3.55 million was classified as a long-term liability. As of December 31, 2024, approximately $ 0.89 million of the contract liability balance was classified as a current liability and approximately $ 2.67 million was classified as a long-term liability; the balance of the deferred revenue contract liabilities will be recognized ratably as revenue over the next 4.0 years. 73 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Net licensing revenue recognized from the Halston Master License was $ 2.54 million and $ 1.60 million for the Current Year and Prior Year, respectively, representing approximately 31 % and 9 % of the Company’s total net revenue, respectively. JTV / America’s Collectibles Network, Inc. The Company has a license agreement with America’s Collectibles Network, Inc. (d/b/a JTV) (“JTV”) that obligates JTV to pay the Company royalties based on product sales of Judith Ripka Brand merchandise. In addition, the Company has outstanding receivables from prior product sales of fine jewelry made to JTV. As of December 31, 2024 and 2023, the Company had receivables from JTV of $ 1.06 million and $ 1.37 million, respectively, representing approximately 45 % and 40 % of the Company’s total net accounts receivable, respectively. ​ 6. Debt The Company’s net carrying amount of debt was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) 2024 2023 Term loan debt ​ $ 7,950 ​ $ 5,000 Unamortized deferred finance costs and other reductions to carrying value ​ ( 1,381 ) ​ ( 279 ) Total ​ 6,569 ​ 4,721 Current portion of debt ​ — ​ 750 Long-term debt ​ $ 6,569 ​ $ 3,971 ​ For the Current Year and Prior Year, the Company incurred interest expense of approximately $ 0.6 million and $ 0.1 million, respectively, related to term loan debt. The effective interest rate related to term loan debt was approximately 11.9 % and 11.6 % for the Current Year and Prior Year, respectively. ​ Previous Term Loan Debt (October 19, 2023 through December 11, 2024) On October 19, 2023, H Halston IP, LLC (the “Borrower”), a wholly owned indirect subsidiary of Xcel Brands, Inc., entered into a term loan agreement with Israel Discount Bank of New York (“IDB”). Pursuant to this loan agreement, IDB made a term loan to the Company in the aggregate amount of $ 5.0 million. The proceeds of this term loan were used to pay fees, costs, and expenses incurred in connection with entering into the loan agreement, and may be used for working capital purposes. Such costs incurred in connection with the borrowing included a commitment fee paid to IDB, plus various legal and other fees. These fees and costs totaling $ 0.30 million were deferred on the Company’s balance sheet as a reduction of the carrying value of the term loan debt, and were being amortized to interest expense over the term of the debt using the effective interest method. In connection with October 2023 loan agreement, the Borrower and H Licensing, LLC (“H Licensing”), a wholly owned subsidiary of Xcel, entered into a security agreement (the “Security Agreement”) in favor of IDB, and Xcel entered into a Membership Interest Pledge Agreement (the “Pledge Agreement”) in favor of IDB. Pursuant to the Security Agreement, the Borrower and H Licensing granted to IDB a security interest in substantially all of their respective assets, other than the trademarks owned by the Borrower and H Licensing, to secure the Borrower’s obligations under the October 2023 loan agreement. Pursuant to the Pledge Agreement, Xcel granted to IDB a security interest in its membership interests in H Licensing to secure the Borrower’s obligations under the October 2023 loan agreement. The term loan was to mature on October 19, 2028. Principal on the term loan was payable in quarterly installments of $ 250,000 on each of January 2, April 1, July 1, and October 1 of each year, commencing on April 1, 2024. The Borrower had the right to prepay all or any portion of the term loan at any time without penalty. 74 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Interest on the October 2023 term loan accrued at “Term SOFR ” (as defined in the loan agreement as the forward-looking term rate based on secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to one month on the day that is two U.S. Government Securities Business Days prior to the first day of each calendar month) plus 4.25 % per annum. Interest on the term loan was payable on the first day of each calendar month. The October 2023 term loan agreement contained customary covenants, including reporting requirements, trademark preservation, and certain financial covenants including annual guaranteed minimum royalty ratio, annual fixed charge coverage ratio, and minimum cash balance levels, all as specified and defined in the loan agreement. The Company was in compliance with all applicable covenants under the loan agreement as of and for all periods presented in the financial statements. In addition, on October 19, 2023, the Borrower also entered into a swap agreement with IDB, pursuant to which IDB agreed to pay the Borrower Term SOFR plus 4.25 % per annum on the notional amount of the swap in exchange for the Borrower paying IDB 9.46 % per annum on such notional amount. The term and declining notional amount of the swap agreement was aligned with the amortization of the October 2023 term loan principal amount. ​ New Term Loan Debt ​ On December 12, 2024, the Company and certain of its subsidiaries entered into a new loan and security agreement with FEAC Agent, LLC, as administrative agent and collateral agent, FEF Distributors, LLC, as lead arranger, and Restore Capital, LLC, as agent for certain lenders, pursuant to which the lenders made term loans to the Company and agreed to make additional term loans to the Company upon the satisfaction of a condition precedent described in the loan agreement. The term loans under the loan agreement are as follows: (1) a term loan in the amount of $ 3.95 million (“Term Loan A”) was made on the closing date, (2) a term loan in the amount of $ 4.0 million (“Term Loan B”) was made on the closing date, and (3) a term loan in the amount of $ 2.05 million (“Delayed Draw Term Loan”; Term Loan A, Term Loan B and Delayed Draw Term Loan are referred to as “Term Loans”) which will be made upon the satisfaction of a condition precedent described in the loan agreement. The proceeds from Term Loan A and Term Loan B were used to repay the remaining balance of the Company’s October 2023 term loan with IDB, as well as to pay fees, costs, and expenses incurred in connection with entering into the new loan agreement, and the balance may be used for working capital purposes. The proceeds from the Delayed Draw Term Loan will be deposited in a bank account to satisfy a liquidity covenant in the loan agreement. Principal amounts on Term Loans are payable on a pro rata basis in quarterly installments of $ 250,000 on each of March 31, June 30, September 30, and December 31 of each year, commencing on March 31, 2026, with the unpaid balance due at the maturity date of December 12, 2028. The aggregate future principal payments under the Term Loans are as follows: ​ ​ ​ ​ ​ ​ Amount of ($ in thousands) Principal Year Ending December 31, Payment 2025 ​ $ — 2026 ​ 1,000 2027 ​ ​ 1,000 2028 ​ ​ 8,000 Total ​ $ 10,000 ​ Interest on Term Loans accrues at an annual rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to three months, subject to a 2.0 % floor, plus (i) 8.5 % for Term Loan A and Delayed Draw Term Loan and (ii) 13.5 % for Term Loan B. Interest on amounts outstanding under the Term Loans accrues daily and is payable at the end of each calendar month. 75 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ ​ In connection with entering into the Terms Loans, the Company incurred loan origination fees, plus various legal and other fees. These fees and costs totaling $ 0.92 million were deferred on the Company’s balance sheet as a reduction of the carrying value of the term loan debt. ​ Also in connection with entering into the Terms Loans, the Company issued warrants to the lenders to purchase an aggregate of 145,664 shares of the Company’s common stock. These warrants have an exercise price of $ 6.32 per share, are immediately exercisable, and expire on December 12, 2034. In accordance with applicable GAAP, the Company allocated the value of the total proceeds of $ 10.0 million between the term loan debt and the warrants, based on the relative fair values of each. The fair value of the term loan debt was determined using a net present value calculation, while the fair value of the warrants was determined using a Black-Scholes option pricing model. As a result, the Company recognized a $ 0.48 million increase to stockholders’ equity as additional paid-in capital for the allocated fair value of the warrants, and an offsetting decrease to the net carrying value of the term loan debt. ​ These reductions to the carrying value of the term loan debt totaling $ 1.40 million are being amortized to interest expense over the term of the debt using the effective interest method. ​ The loan agreement also requires that the Company pay an exit fee of $ 175,000 for the ratable benefit of the Term Loan A lenders and an exit fee of $ 375,000 for the ratable benefit of the Term Loan B lenders upon the maturity or full payment of the Term Loans. The Company is accruing the cost of these exit fees over the term of the related debt. ​ The Term Loans are guaranteed by certain direct and indirect subsidiaries of the Company, and are secured by all of the asset of the Company and such subsidiaries. The loan agreement contains various customary financial covenants and reporting requirements, as specified and defined in the loan agreement. The Company was in compliance with all applicable covenants under the loan agreement as of and for all periods presented in the financial statements. ​ As a result of the debt refinancing transaction on December 12, 2024 as described above, the Company recognized a loss on extinguishment of debt of approximately $ 0.3 million (primarily comprised of the write-off of $ 0.2 million of remaining unamortized deferred finance costs related to the October 2023 IDB term loan debt, and $ 0.1 million paid to exit the interest rate swap agreement with IDB) during the Current Year. ​ The Company subsequently refinanced its term loan debt again in April 2025; see Note 12 for additional information. ​ 7. Stockholders’ Equity The Company has authority to issue up to 51,000,000 shares, consisting of 50,000,000 shares of common stock and 1,000,000 shares of preferred stock. Public Offering and Private Placement Transactions On March 15, 2024, the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC (the “Representative”), as the representative of the underwriters, relating to a firm commitment underwritten public offering (the “Offering”) of 328,427 shares of the Company’s common stock at a price to the public of $ 6.50 per share. The closing of the Offering occurred on March 19, 2024. The net proceeds to the Company from the sale of the shares, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $ 1.7 million. Upon closing of the Offering, the Company issued the Representative certain warrants to purchase up to 18,293 shares of common stock (the “Representative’s Warrants”) as compensation, which amount was offset against the proceeds received. 76 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ The Representative’s Warrants became exercisable on September 15, 2024 (180 days after the closing), and have an exercise price of $ 8.13 . In connection with the Offering, on March 14, 2024, the Company entered into subscription agreements with each of Robert W. D’Loren, Chairman and Chief Executive Officer of the Company; an affiliate of Mark DiSanto, a director of the Company; and Seth Burroughs, Executive Vice President of Business Development and Treasury of the Company to purchase 13,258 , 13,258 , and 2,946 shares, respectively (collectively, the “Private Placement Shares”), at a price of $ 9.80 per Private Placement Share. The total number of Private Placement Shares purchased was 29,462 . Net proceeds after payment of agent fees to the Representative were approximately $ 0.3 million. The purchase of the Private Placement Shares closed concurrently with the Offering. The aggregate number of shares of common stock issued from the Offering and the Private Placement was 357,889 shares and the total net proceeds received was approximately $ 1.9 million. Equity Incentive Plans The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) is designed and utilized to enable the Company to provide its employees, officers, directors, consultants, and others whose past, present, and/or potential contributions to the Company have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 400,000 shares of common stock are eligible for issuance under the 2021 Plan. The 2021 Plan provides for the grant of any or all of the following types of awards: stock options (incentive or non-qualified), restricted stock, restricted stock units, performance awards, or cash awards. The 2021 Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board. In addition, stock-based awards (including options, warrants, and restricted stock) previously granted under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) remain outstanding and shares of common stock may be issued to satisfy options or warrants previously granted under the 2011 Plan, although no new awards may be granted under the 2011 Plan. Stock-Based Compensation Total expense recognized for all forms of stock-based compensation was approximately $ 0.47 million and $ 0.22 million in the Current Year and Prior Year, respectively. Of the Current Year expense amount, approximately $ 0.23 million related to employees and approximately $ 0.24 million related to directors and consultants; all of this expense was recorded as a direct operating cost in the accompanying statement of operations. Of the Prior Year expense amount, approximately $ 0.02 million related to employees and approximately $ 0.20 million related to directors and consultants; all of this expense was recorded as a direct operating cost in the accompanying statement of operations. Stock Options Options granted under the Company’s equity incentive plans expire at various times – generally either five or ten years from the date of grant, depending on the particular grant. ​ 77 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ A summary of the Company’s stock option activity for the Current Year is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ ​ ​ ​ ​ ​ Average ​ Contractual ​ Aggregate ​ ​ Number of ​ Exercise ​ Life ​ Intrinsic ​ Options Price (in Years) Value Outstanding at January 1, 2024 514,854 ​ $ 20.27 4.26 ​ $ — Granted 10,000 ​ 8.50 ​ Exercised — ​ — ​ Expired/Forfeited ( 52,462 ) ​ 29.35 ​ Outstanding at December 31, 2024, and expected to vest 472,392 ​ $ 19.01 3.65 ​ $ — Exercisable at December 31, 2024 97,392 ​ $ 27.22 1.26 ​ $ — ​ Current Year stock option grants were as follows: On April 3, 2024, the Company granted options to purchase an aggregate of 10,000 shares of common stock to non-management directors. The exercise price of the options is $ 8.50 per share, and 50 % of the options vest on each of April 3, 2025 and April 3, 2026. Prior Year stock option grants were as follows: In April 2023, the Company granted options to purchase an aggregate of 10,000 shares of common stock to a key individual. The exercise price of the options is $ 15.00 per share, and the vesting of such options is dependent upon the achievement of certain revenue targets. None of these options were vested as of December 31, 2023. On August 23, 2023, the Company granted options to purchase an aggregate of 10,000 shares of common stock to non-management directors. The exercise price of the options is $ 15.10 per share; 50 % of the options vested on April 1, 2024 and the remaining 50 % vests April 1, 2025 . The fair values of the options granted were estimated at the respective dates of grant using the Black-Scholes option pricing model with the following range of assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Expected Volatility 78 % 89 – 90 % Expected Dividend Yield — % — % Expected Life (Term, in years) 3.25 2.75 – 10 ​ Risk-Free Interest Rate 4.46 % 4.0 – 4.7 % ​ Compensation expense related to stock options for the Current Year and Prior Year was approximately $ 0.08 million and $ 0.09 million, respectively. Total unrecognized compensation expense related to unvested stock options (excluding stock options with performance-based vesting) at December 31, 2024 amounts to approximately $ 0.04 million and is expected to be recognized over a weighted average period of 0.94 years. ​ 78 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Of the total stock options outstanding at December 31, 2024, the vesting of 350,000 options is contingent upon the Company’s common stock achieving certain target prices as follows: ​ ​ ​ Target Prices Number of Options Vesting $ 30.00 ​ 100,000 $ 50.00 ​ 85,000 $ 70.00 ​ 70,000 $ 90.00 ​ 55,000 $ 110.00 ​ 40,000 ​ As of December 31, 2024, none of these 350,000 performance-based stock options have vested, and no compensation expense has been recorded related to such options. The following table summarizes the Company’s stock option activity for non-vested options for the Current Year: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Options Fair Value Balance at January 1, 2024 375,000 ​ $ 0.37 Granted 10,000 ​ 4.72 Vested ( 10,000 ) ​ ​ 9.02 Forfeited or Canceled — ​ — Balance at December 31, 2024 375,000 ​ $ 0.24 ​ Stock Awards ​ A summary of the Company’s restricted stock activity for the Current Year is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average ​ ​ Restricted ​ Grant Date ​ Shares Fair Value Outstanding at January 1, 2024 33,333 ​ $ 36.81 Granted 30,770 ​ 8.45 Vested ( 28,770 ) ​ 8.94 Expired/Forfeited — ​ — Outstanding at December 31, 2024 35,333 ​ $ 34.80 ​ Current Year stock award grants were as follows: On January 12, 2024, the Company issued 7,800 shares of common stock to a consultant, which vested immediately. On April 3, 2024, the Company issued an aggregate of 4,000 shares of common stock to non-management directors, of which 50 % vests on each of April 3, 2025 and April 3, 2026. On July 30, 2024, the Company entered into amendments to the employment agreements dated February 27, 2019 with each of Robert W. D’Loren, its Chairman of the Board, Chief Executive Officer and President, and Seth Burroughs, its Executive Vice President of Business Development. Pursuant to each amendment, the Company agreed with the respective executive officer that commencing July 16, 2024 and ending December 31, 2025, the executive officer shall accept and the Company shall pay for each month 40 % of such executive officer’s pro rata portion of Base Salary (as defined in the respective employment agreement) for each such month through the issuance of shares of the Company’s common stock. 79 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ The shares of common stock are issued on the last day of each month, and the number of shares issuable for a month to Mr. D’Loren and Mr. Burroughs is determined by dividing 40 % of executive officer’s pro-rated Base Salary for such month by the closing sale price of the Company’s common stock on the last trading day of such month. Each of Mr. D’Loren and Mr. Burroughs are permitted to pay the withholding tax through the exchange of a portion of the shares. As a result of these amendments, the Company issued an aggregate of 17,502 shares of common stock (net of shares exchanged for withholding taxes) to executives for the Current Year. On August 2, 2024, the Company issued 1,468 shares of common stock to a member of management, which vested immediately. Prior Year stock award grants were as follows: On January 1, 2023, the Company issued 833 shares of common stock to a consultant, which vested immediately. On April 17, 2023, the Company issued 833 shares of common stock to a consultant, which vested immediately. On May 15, 2023, the Company issued 5,000 shares of common stock to a consultant, which vested immediately. On July 20, 2023, the Company issued 730 shares of common stock to an employee, which vested immediately. On August 23, 2023, the Company issued an aggregate of 4,000 shares of common stock to non-management directors, of which 50 % vests on each of April 1, 2024 and April 1, 2025. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following date exactly six months thereafter, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date. Total compensation expense related to stock awards for the Current Year and Prior Year (inclusive of the amounts detailed above) was approximately $ 0.39 million and $ 0.12 million, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at December 31, 2024 amounts to $ 0.03 million and is expected to be recognized over a weighted average period of 0.95 years. The following table provides information with respect to restricted stock purchased and retired by the Company during the Current Year: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchased as ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Part of ​ ​ ​ ​ ​ Total Number ​ Actual ​ Publicly ​ Fair value of ​ ​ of Shares ​ Price Paid ​ Announced ​ Re-Purchased Date Purchased per Share Plan Shares July 31, 2024 (i) ​ 1,344 ​ $ 7.20 — ​ $ 9,680 August 31, 2024 (i) ​ 2,760 ​ ​ 7.03 ​ — ​ ​ 19,411 September 30, 2024 (i) ​ 2,594 ​ ​ 7.48 ​ — ​ ​ 19,411 October 31, 2024(i) ​ 2,458 ​ ​ 7.89 ​ — ​ ​ 19,411 November 31, 2024 (i) ​ 2,824 ​ ​ 6.87 ​ — ​ ​ 19,411 December 31, 2024 (i) 3,768 ​ 5.15 — ​ 19,411 Total 2024 15,748 ​ $ 6.78 — ​ $ 106,735 ​ 80 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ (i) The shares were exchanged from employees in connection with the income tax withholding obligations on behalf of such employees from the receipt of stock awards. The 2011 Plan and 2021 Plan allow for award holders to surrender vested shares to cover withholding tax liabilities. The Company did not repurchase any shares of common stock during the year ended December 31, 2023. Restricted Stock Units There were no restricted stock units outstanding as of December 31, 2024 and 2023, and no restricted stock units have been issued since the inception of the 2021 Plan. Shares Reserved for Issuance At December 31, 2024, there were 1,016,306 shares of common stock reserved for issuance, including 423,392 shares reserved pursuant to unexercised stock options previously granted under the 2011 Plan, 49,000 shares reserved pursuant to unexercised stock options granted under the 2021 Plan, and 279,957 shares available for issuance (future award grants) under the 2021 Plan. Also included in the aforementioned total shares reserved for issuance were 263,957 shares reserved pursuant to unexercised warrants issued through various corporate transactions, as described further below. Warrants Warrants granted by the Company expire at various times – generally either five or ten years from the date of grant, depending on the particular grant. A summary of the Company’s warrant activity for the Current Year is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ ​ ​ ​ ​ Average Contractual ​ Aggregate ​ ​ Number of ​ Exercise Life ​ Intrinsic ​ Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2024 111,606 ​ $ 16.71 8.46 ​ $ — Issued 163,957 ​ 6.52 ​ ​ Exercised — ​ — ​ ​ Expired/Forfeited ( 11,606 ) ​ 31.46 ​ ​ Outstanding at December 31, 2024 263,957 ​ $ 9.73 8.96 ​ $ — Exercisable at December 31, 2024 163,957 ​ $ 6.52 9.31 ​ $ — ​ Warrants issued during the Current Year include (i) warrants to purchase up to 18,293 shares of common stock issued in connection with the March 19, 2024 Offering (see “Public Offering and Private Placement Transactions” above) and (ii) warrants to purchase up to 145,664 shares of common stock issued in connection with the December 12, 2024 debt refinancing transaction (see Note 6). There was no compensation expense recognized during the Current Year related to these warrants. In the Prior Year, in connection with the entrance into the Halston Master License (see Note 5), the Company issued to G-III a ten-year warrant to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $ 15.00 per share, which vests based upon certain annual royalty targets being satisfied under the license agreement. The fair value of this warrant is being recognized as a reduction of revenue over the term of the related license agreement, with an offsetting increase to stockholders’ equity as additional paid-in capital. The amount of contra-revenue recorded related to this warrant during the Current Year and Prior Year was approximately $ 0.04 million and $ 0.03 million, respectively. As of December 31, 2024, no portion of this warrant had vested. 81 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Dividends The Company has not paid any dividends to date. ​ 8. Earnings (Loss) Per Share The following table is a reconciliation of the numerator and denominator of the basic and diluted net loss per share computations for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 Numerator: ​ ​ ​ ​ ​ ​ Net loss attributable to Xcel Brands, Inc. stockholders (in thousands) ​ $ ( 22,395 ) ​ $ ( 21,052 ) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ Basic weighted average number of shares outstanding ​ ​ 2,275,332 ​ 1,971,072 Add: Effect of warrants ​ ​ — ​ — Add: Effect of stock options ​ ​ — ​ ​ — Diluted weighted average number of shares outstanding ​ ​ 2,275,332 ​ 1,971,072 ​ ​ ​ ​ ​ ​ ​ Basic net income (loss) per share ​ $ ( 9.84 ) ​ $ ( 10.68 ) Diluted net income (loss) per share ​ $ ( 9.84 ) ​ $ ( 10.68 ) ​ As a result of the net loss presented for the Current Year and Prior Year, the Company calculated diluted loss per share using basic weighted-average shares outstanding for both years, as utilizing diluted shares would be anti-dilutive to loss per share. ​ The computation of basic and diluted loss per share excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 Stock options ​ 472,392 ​ 514,854 Warrants ​ 263,957 ​ 111,606 Total ​ 736,349 626,460 ​ ​ ​ ​ ​ 9. Commitments and Contingencies Leases The Company is party to operating leases for real estate, and for certain equipment and storage space with a term of 12 months or less. The Company is currently not a party to any finance leases. As of December 31, 2024, the Company’s real estate leases have a weighted-average remaining lease term of approximately 4.68 years, and the lease liabilities are measured using a weighted-average discount rate of 7.85 %. 1333 Broadway Lease The Company has an operating lease for approximately 29,600 square feet of office space at 1333 Broadway, 10th floor, New York, New York, which commenced on March 1, 2016 and expires on October 30, 2027. The average annual fixed 82 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ rent over the term of this lease is approximately $ 1.3 million per year, and the lease requires the Company to pay additional rents related to increases in certain taxes and other costs on the property. On January 26, 2024, the Company (as sublessor) entered into an agreement for the sublease of the offices located at 1333 Broadway to a third-party subtenant through October 30, 2027. The average annual fixed rent over the term of the sublease is approximately $ 0.8 million per year. As a result of entering into the sublease, the Company recognized non-cash impairment charges of approximately $ 3.1 million during the Current Year related to the right-of-use asset. Also in connection with entering into the sublease, the Company recognized a non-cash impairment charge of approximately $ 0.4 million during the Current Year related to leasehold improvement assets at this location. As of December 31, 2024, this lease had a remaining lease term of approximately 2.83 years. 550 Seventh Avenue Lease Effective February 29, 2024, the Company entered into an operating lease for new corporate offices located at 550 Seventh Avenue, 11th floor, New York, New York. This lease commenced in April 2024 and expires in April 2031. The average annual lease cost over the term of this lease is approximately $ 0.5 million per year. Upon commencement of the lease during the Current Year, the Company recognized a right-of-use asset and corresponding lease liability related to this lease of approximately $ 2.6 million; the discount rate used for the measurement of this right-of-use asset and lease liability was based on the Company’s incremental borrowing rate of 9.60 %. As of December 31, 2024, this lease had a remaining minimum lease term of approximately 7.33 years. Westchester Lease The Company previously leased approximately 1,300 square feet of retail space for its former retail store location in Westchester, New York, which was closed in 2022. In the Prior Year, the Company successfully negotiated a settlement with the lessor resulting in the termination of this lease, and recognized a gain related to the settlement of $ 0.4 million within other operating costs and expenses (income) in the consolidated statement of operations. Summary Lease Information For the years ended December 31, 2024 and 2023, total lease expense included in selling, general and administrative expenses on the Company's consolidated statements of operations was approximately $ 0.9 million and $ 1.6 million, respectively, and was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ($ in thousands) 2024 2023 Operating lease cost ​ $ 1,205 ​ $ 1,337 Short-term lease cost ​ 98 ​ 62 Variable lease cost ​ 247 ​ 233 Sublease income ​ ( 671 ) ​ — Total lease cost ​ $ 879 ​ $ 1,632 ​ Cash paid for amounts included in the measurement of operating lease liabilities was $ 1.6 million in each of the Current Year and Prior Year. Cash received from subleasing in the Current Year was $ 0.5 million. ​ ​ 83 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ As of December 31, 2024, the maturities of lease liabilities were as follows: ​ ​ ​ ​ ​ ​ Amount Year (in thousands) 2025 ​ $ 1,926 2026 ​ ​ 2,060 2027 ​ 1,841 2028 ​ 570 2029 ​ 585 Thereafter ​ 1,420 Total lease payments ​ ​ 8,402 Less: Discount ​ ​ 1,592 Present value of lease liabilities ​ ​ 6,810 Current portion of lease liabilities ​ ​ 1,513 Non-current portion of lease liabilities ​ $ 5,297 ​ Employment Agreements ​ The Company has employment contracts with certain executives. The total future minimum payments due under these contracts for the remainder of their current terms is $ 2.14 million, which will be paid during the year ending December 31, 2025. ​ In addition, the Company’s employment contracts with certain executives contain performance-based bonus provisions, which include bonuses based on the Company achieving revenues in excess of established targets and/or on operating results. Certain of the employment agreements contain severance and/or change in control provisions. Aggregate potential severance compensation amounted to approximately $ 2.84 million as of December 31, 2024. Contingent Obligation – Lori Goldstein Earn-Out In connection with the April 1, 2021 purchase of the Lori Goldstein trademarks, the Company had agreed to pay the seller additional cash consideration (the “Lori Goldstein Earn-Out”) of up to $ 12.5 million, based on royalties earned during the six calendar year period commencing in 2021. The Lori Goldstein Earn-Out was initially recorded as a liability of $ 6.6 million, based on the difference between the fair value of the acquired assets of the Lori Goldstein brand and the total consideration paid, in accordance with the guidance in ASC Subtopic 805-50. As of December 31, 2022, based on the performance of the Lori Goldstein brand to date, approximately $ 0.2 million of additional consideration was earned by the seller, and this $ 0.2 million of additional consideration was paid to the seller during 2023. Based on the performance of the Lori Goldstein brand through December 31, 2023, approximately $ 1.0 million of incremental additional consideration was earned by the seller, which would have been paid out in 2024. During the year ended December 31, 2024 the Company paid approximately $ 0.3 million of the $ 1.0 million earned. As a result of the June 30, 2024 divestiture of the Lori Goldstein brand (as described in Note 3), the seller waived their rights with respect to the Lori Goldstein Earn-Out amounts that had been previously earned and had not yet been paid, and terminated their rights to any future payments under the Lori Goldstein Earn-Out. As a result, the Company de-recognized approximately $ 1.03 million of accrued Lori Goldstein Earn-Out payments and the remaining balance of approximately $ 5.05 million of contingent obligations recorded on the Company’s balance sheet. As of December 31, 2024, there are no liability amounts remaining on the Company’s consolidated balance sheet related to the Lori Goldstein Earn-Out. 84 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ Contingent Obligation – Isaac Mizrahi Transaction In connection with the May 31, 2022 transaction related to the sale of a majority interest in the Isaac Mizrahi Brand, the Company agreed with WHP that, in the event that IM Topco receives less than $ 13.3 million in aggregate royalties for any four consecutive calendar quarters over a three-year period ending on May 31, 2025, WHP would be entitled to receive from Xcel up to $ 16 million, less all amounts of net cash flow distributed to WHP on an accumulated basis, as an adjustment to the purchase price previously paid by WHP. Such amount would be payable by the Company in either cash or equity interests in IM Topco held by the Company. In November 2023, this agreement was amended such that the purchase price adjustment provision was waived until the measurement period ending March 31, 2024. On April 12, 2024, this agreement was further amended such that the purchase price adjustment provision within the membership purchase agreement was waived until the measurement period ending September 30, 2025. This amendment also provided that if (i) IM Topco royalties are less than $ 13.5 million for the twelve-month period ending March 31, 2025 or (ii) IM Topco royalties are less than $ 18.0 million for the year ending December 31, 2025 or (iii) Xcel fails to make certain payments to IM Topco under the terms of the license agreement between Xcel and IM Topco (see Note 11) on or before January 30, 2025, then Xcel shall transfer equity interests in IM Topco to WHP equal to 12.5 % of the total outstanding equity interests of IM Topco, such that Xcel’s ownership interest in IM Topco would decrease from 30 % to 17.5 %, and WHP’s ownership interest in IM Topco would increase from 70 % to 82.5 %. Prior to the Current Year, no amount was recorded on the Company’s consolidated balance sheets related to this contingent obligation. During the Current Year, management concluded that, based on current trends in and projections of IM Topco’s royalty revenues as well as the Company’s decision to not make the remaining royalty payments to IM Topco, it was virtually certain that the Company would be required to make such transfer of equity interests to WHP in 2025. As such, the Company estimated and recorded a contingent obligation of $ 4.2 1 million in the accompanying consolidated balance sheets, and recognized a corresponding non-cash charge in the consolidated statements of operations for the Current Year. Legal Proceedings From time to time, the Company becomes involved in legal claims and litigation in the ordinary course of business. The Company routinely assesses all its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. In the opinion of management, based on consultations with legal counsel, the disposition of litigation pending against the Company as of December 31, 2024 is unlikely to have, individually or in the aggregate, a materially adverse effect on the Company’s business, financial position, results of operations, or cash flows. ​ ​ 85 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ ​ 10. Income Taxes The provision for income taxes in the consolidated statements of operations consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ($ in thousands) 2024 2023 Current: ​ ​ Federal ​ $ 21 ​ $ 22 State and local ​ 199 ​ 83 Total current ​ 220 ​ 105 ​ ​ ​ ​ ​ ​ ​ Deferred: ​ ​ Federal ​ — ​ 727 State and local ​ — ​ 380 Total deferred ​ — ​ 1,107 ​ ​ ​ ​ ​ ​ ​ Total provision ​ $ 220 ​ $ 1,212 ​ The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate reflected in the income tax provision shown in the consolidated statements of operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2024 2023 U.S. statutory federal rate 21.00 % 21.00 % State and local rate, net of federal tax benefit 7.34 6.36 ​ Stock compensation ( 0.02 ) ( 0.14 ) ​ Excess compensation deduction ​ ( 0.27 ) ​ Federal true-ups ( 0.61 ) 0.18 ​ Life insurance ( 0.10 ) ( 0.12 ) ​ Change in valuation allowance ( 28.60 ) ( 33.16 ) ​ Income tax provision ( 0.99 ) % ( 6.15 ) % ​ The significant components of net deferred tax assets (liabilities) of the Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ($ in thousands) 2024 2023 Deferred tax assets ​ ​ Federal, state and local net operating loss carryforwards ​ $ 12,847 ​ $ 8,127 Stock-based compensation ​ ​ 594 ​ ​ 712 Accrued compensation and other accrued expenses ​ 958 ​ 451 Allowance for doubtful accounts ​ — ​ 231 Basis difference arising from discounted note payable ​ — ​ 11 Charitable contribution carryover ​ 1 ​ 1 Property and equipment ​ 273 ​ 169 Interest expense ​ 176 ​ 31 Total deferred tax assets ​ ​ 14,849 ​ ​ 9,733 Valuation allowance ​ ​ ( 12,881 ) ​ ​ ( 6,537 ) Total deferred tax assets, net of valuation allowance ​ ​ 1,968 ​ ​ 3,196 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ Basis difference arising from intangible assets of acquisition ​ ( 1,968 ) ​ ( 3,196 ) Total deferred tax liabilities ​ ( 1,968 ) ​ ( 3,196 ) ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets ​ $ — ​ $ — ​ 86 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ As of December 31, 2024 and 2023, the Company had approximately $ 44.4 million and $ 28.6 million, respectively, of federal net operating loss carryforwards ("NOLs") available to offset future taxable income. The NOL as of December 31, 2017 of $ 0.3 million has an expiration period through 2037. The NOLs generated during tax years beginning after December 31, 2017 of $ 44.1 million have an indefinite life and do not expire. As of December 31, 2024 and 2023, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its consolidated financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. ​ 11. Related Party Transactions IM Topco, LLC As described in Note 3, the Company holds a noncontrolling interest in IM Topco, which is accounted for under the equity method of accounting. Services Agreement On May 31, 2022, the Company entered into a services agreement with IM Topco, pursuant to which the Company provides certain design and support services (including assistance with the operations of the interactive television business and related talent support) to IM Topco in exchange for payments of $ 300,000 per year. In November 2023, the services agreement was amended such that the Company agreed to provide IM Topco with a $ 600,000 reduction of future service fees over the next eighteen months, beginning on July 1, 2023. In April 2024, the services agreement was further amended to set the service fees at $ 150,000 per year beginning with the fiscal year ending December 31, 2024. In addition, under the April 2024 amendment, IM Topco is required to prepay the service fees for the year ending December 31, 2025; as of December 31, 2024, IM Topco has prepaid $ 62,500 of such service fees. The Company recognized service fee income related to this agreement of $ 150,000 for each of the years ended December 31, 2024 and 2023. License Agreement On May 31, 2022, the Company entered into a license agreement with IM Topco, pursuant to which IM Topco granted the Company a license to use certain Isaac Mizrahi trademarks on and in connection with the design, manufacture, distribution, sale, and promotion of women’s sportswear products in the United States and Canada during the term of the agreement, in exchange for the payment of royalties in connection therewith. The initial term of this agreement was set to end on December 31, 2026, and provided guaranteed minimum royalties to IM Topco of $ 400,000 per year. ​ Effective December 16, 2022, the license agreement between IM Topco and Xcel was terminated in favor of a new similar license agreement between IM Topco and an unrelated third party. However, as part of the termination of the May 31, 2022 license agreement, Xcel provided a guarantee to IM Topco for the payment of any difference between (i) the royalties received by IM Topco from the unrelated third party under the new agreement and (ii) the amount of guaranteed royalties that IM Topco would have received from Xcel under the May 31, 2022 agreement. For the year ended December 31, 2023, the estimated amount of such shortfall was approximately $ 325,000 , which the Company recognized as royalty expense in the consolidated statements of operations. ​ 87 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ In November 2023, the Company, WHP, and IM Topco entered into an amendment of the May 2022 membership purchase agreement, under Xcel agreed to make additional royalty payments to IM Topco totaling $ 450,000 the following 11 months. As a result of this amendment, the Company recognized a $ 450,000 increase to the carrying value basis of its equity method investment in IM Topco and a corresponding increase in current liabilities. The Company paid $ 75,000 of the additional royalty payments to IM Topco during the year ended December 31, 2023, and paid $ 237,500 during the year ended December 31, 2024. As of December 31, 2024, the remaining payments due totaled $ 137,500 , and are reflected with accounts payable, accrued expenses and other current liabilities in the consolidated balance sheet. As of the date of this Annual Report on Form 10-K, this amount has not been paid to IM Topco. ​ Public Offering and Private Placement Transactions In connection with the Offering of 328,427 shares of the Company’s common stock at a price to the public of $ 6.50 per share which was consummated on March 19, 2024 (see Note 7 for additional details), Robert W. D’Loren, Chairman and Chief Executive Officer of the Company; an affiliate of Mark DiSanto, a director of the Company; and Seth Burroughs, Executive Vice President of Business Development and Treasury of the Company, purchased 14,625 , 14,625 , and 3,250 shares, respectively, at $ 6.50 per share, the same price at which the shares were sold to other purchasers in the Offering. Also in connection with the Offering, on March 14, 2024, the Company entered into subscription agreements with each of Mr. D’Loren, Mr. DiSanto, and Mr. Burroughs to purchase 13,258 , 13,258 , and 2,946 shares, respectively (collectively, the “Private Placement Shares”), at a price of $ 9.80 per Private Placement Share. The total number of Private Placement Shares purchased was 29,462 . Net proceeds after payment of agent fees to the Representative were approximately $ 0.3 million. The purchase of the Private Placement Shares closed concurrently with the Offering. ​ Debt Refinancing ​ In connection with the December 2024 refinancing of the Company’s term loan debt (see Note 6 for additional details), IPX Capital, LLC (“IPX”), a company controlled by Mr. D’Loren, made a $ 250,000 advance to one of the Company’s subsidiaries, of which $ 200,000 was repaid to IPX upon the closing of the debt refinancing transaction. Additionally, IPX 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 , and received a pro rata share of warrants received by the Term B Lenders to purchase shares of the Company’s common stock. ​ Guarantee ​ 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 (see Note 9), Mr. D’Loren 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. ​ ORME ​ On December 4, 2023, the Company acquired a noncontrolling equity ownership interest in ORME, a short-form video and social commerce marketplace, for a purchase price of $ 150,000 . ORME licenses the technology utilized by its marketplace from KonnectBio Inc., in which Robert W. D’Loren, the Company’s Chairman of the Board, Chief Executive Officer, and President, owns an approximate 20 % noncontrolling interest. ​ ​ ​ 88 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ 12. Subsequent Events IM Topco Equity Transfer Event ​ On January 31, 2025, in accordance with the terms of the amended membership purchase agreement between Xcel and WHP (see Note 9 for additional details), WHP became contractually entitled to receive from Xcel equity interests in IM Topco equal to 12.5 % of the total outstanding equity interests of IM Topco. On April 15, 2025, such equity interests were transferred to WHP. Shares Issued to Executives On January 31, 2025, the Company issued an aggregate of 4,582 shares of common stock to executives, in accordance with the terms of the amended employment agreements with Mr. D’Loren and Mr. Burroughs (see Note 7 for details). On February 28, 2025, the Company issued an aggregate of 6,854 shares of common stock to executives, in accordance with the terms of the amended employment agreements with Mr. D’Loren and Mr. Burroughs (see Note 7 for details). On March 31, 2025, the Company issued an aggregate of 6,874 shares of common stock to executives, in accordance with the terms of the amended employment agreements with Mr. D’Loren and Mr. Burroughs (see Note 7 for details). On April 30, 2025, the Company issued an aggregate of 8,917 shares of common stock to executives, in accordance with the terms of the amended employment agreements with Mr. D’Loren and Mr. Burroughs (see Note 7 for details). Reverse Stock Split At a special meeting of the Company’s stockholders on March 12, 2025, the stockholders approved a proposal granting the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio in the range of 1-for-2 to 1-for-10 , with such ratio to be determined by the Chairman of the Company’s Board of Directors. Following the special meeting, the Chairman of the Company’s Board of Directors approved a final split ratio of 1-for-10 (the “Reverse Stock Split”). Subsequently, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, which became effective at 5:00 p.m. on March 24, 2025, to effect such Reverse Stock Split. As a result of the Reverse Stock Split, every ten (10) shares (the “Reverse Stock Split Number”) of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares were entitled to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional shares equal to the fraction of a share of common stock to which such stockholder would otherwise be entitled multiplied by (i) the closing price per share of the common stock on the Nasdaq Capital Market at the close of business on the trading day preceding the date of the Certificate of Amendment, multiplied by (ii) the Reverse Stock Split Number. The aggregate number of fractional shares resulting from the Reverse Stock Split was 1,120 shares of common stock (or 112 shares on a pre-Reverse Stock Split basis); the aggregate cash payments made to stockholders in lieu of fractional shares was less than $ 1,000 . Immediately prior to the Reverse Stock Split there were 23,796,200 shares of common stock outstanding; immediately following the Reverse Stock Split there were 2,379,508 shares of common stock outstanding. 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. All share and per share amounts presented in these consolidated financial statements and accompanying notes, including but not limited to shares issued and outstanding, earnings/(loss) per share, and warrants and options, as well as the dollar 89 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2024 and 2023 ​ amounts of common stock and paid-in capital, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. ​ April 2025 Debt Refinancing ​ On April 21, 2025, the Company and its lenders and FEAC Agent, LLC entered into an amendment of the December 12, 2024 loan and security agreement, which provided for $ 1.5 million repayment of the $ 3.95 million Term Loan A and an additional Term Loan B in the amount of $ 5.12 million. The term loans outstanding after giving effect to the April 21, 2025 amendment and the application of the proceeds of the additional Term Loan B are as follows: (1) Term Loan A in the amount of $ 2.45 million, (2) Term Loan B in the amount of $ 9.12 million, and (3) Delayed Draw Term Loan in the amount of $ 2.05 million. The proceeds from the additional Term Loan B were used to repay a portion of Term Loan A, as well as to pay fees, costs, and expenses incurred in connection with entering into the April 21, 2025 amendment, and the balance will be used for working capital purposes. ​ Within 30 days after April 21, 2025, the outstanding principal amount of the Term Loan A shall be repaid, on a pro rata basis in an aggregate amount equal to $ 500,000 . Principal on the Term Loan A is payable on a pro rata basis in quarterly installments of $ 250,000 on each of March 31, June 30, September 30, and December 31 of each year, commencing on March 31, 2026, with the unpaid balance due on the maturity date of December 12, 2028. Principal on the Term Loan B is payable on the maturity date of December 12, 2028. ​ From and after April 21, 2025, interest on each Term Loan A accrues at an annual rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to three months, subject to a 2.0 % floor, plus 8.5 %. From and after April 21, 2025, interest on each Term Loan B accrues at an annual rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to three months, subject to a 2.0 % floor, plus 6.5 %. From and after April 21, 2025 through March 31, 2027, interest on the Term Loan B will be paid in-kind by being capitalized and added to the principal amount of the Term Loan B at the end of each calendar month. ​ The Term Loans are guaranteed by certain direct and indirect subsidiaries of the Company, and are secured by all of the assets of the Company and such subsidiaries. The April 21, 2025 amendment contains various customary financial covenants and reporting requirements, as specified and defined therein. As of the date of this Annual Report on Form 10-K, the Company is in compliance with all applicable covenants. ​ In connection with this refinancing transaction, UTG Capital, Inc., a Delaware corporation (“UTG”), purchased a 100 % undivided, participation interest in Term Loan B for a purchase price of $ 9.12 million and received warrants entitling it to purchase 1,107,457 warrants shares of the Company. Such warrants are exercisable for a period of seven years from the date of issuance, at specified exercise prices ranging from $ 6.60 per share to $ 17.50 per share. ​ Additionally, the Company also issued warrants to purchase 30,000 shares of common stock to Restore Capital (EQ-W), LLC (“Restore”), another of the lenders, and amended warrants to purchase an aggregate of 107,333 shares of common stock held by Restore and warrants previously issued to warrants of FEAC Agent, LLC. ​ Also in connection with this refinancing transaction, IPX’s participation in Term Loan B was repaid and IPX purchased a $ 500,000 undivided, last-out, subordinated participation interest in Term Loan A. ​ Further, on April 21, 2025, each of Robert D’Loren, Chairman and Chief Executive Officer of the Company, Seth Burroughs, Executive Vice President of the Company, and Mark D. Santo, a director of the Company, entered into a Support Agreement whereby each individual agreed to vote in favor of any proposal to approve the issuance of the shares of common stock issuable upon exercise of the warrants issued to UTG as described above and the other warrants referred to above, in accordance with applicable Nasdaq rules. ​ ​ 90 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no disagreements with our auditors which would require disclosure under Item 304(b) of Regulation S-K. ​