Xcel Brands enters loan amendment, adds $5.12M debt, cuts IM Topco ownership to 17.5%

XCel Brands, Inc.

Reduced ownership in IM Topco from 30% to 17.5% via membership interest transfer on April 15, 2025.
Entered Second Amendment to Loan Agreement on April 21, 2025, adding $5.12M Term Loan B (total $9.12M) and repaying $1.5M of Term Loan A, leaving $2.45M outstanding.
Issued warrants to UTG for 1,107,455 shares at exercise prices $6.60-$17.50; issued 30,000 warrants to Restore at $6.67.
Term Loan B interest: SOFR + 6.5% (2.0% floor), paid in-kind through March 2027; maturity December 12, 2028.
UTG granted right to nominate one board member while holding at least $1M participation or 300,000 shares.

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