XCel Brands, Inc. — fact timeline

XCel Brands, Inc. entered into a asset purchase with Judith Ripka Designs, LLC valued at $2.3 million cash payment at closing and up to an additional $0.75 million of contingent considerati (effective 2026-04-24).

“On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.”

XCel Brands, Inc. issued 100,579 shares of its Common Stock of common stock to Purchasers including IPX.

“the Company issued to the Purchasers 100,579 shares of its Common Stock, of which 1,472 shares of common stock were issued to IPX.”

XCel Brands, Inc. incurred senior notes of $3,005,780.35 with Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC at 12.5% maturing April 13, 2027.

“and the Purchasers (the “SPA”), pursuant to which the Company issued and sold to the Purchasers 12.5% Senior Secured Note due April 13, 2027 in the original principal amount of $3,005,780.35 (the “Secured Notes”) and an aggregate of 100,579 shares of common stock of the Company. The Company’s obligations under the Notes are guaranteed by the Subsidiary Guarantors”

XCel Brands, Inc. entered into senior secured notes with Smithline Family Trust II, Quick Capital, LLC, Clear Markets Capital, LLC (effective 2026-04-14).

“On April 14, 2026 (the “Senior Note Closing Date”), the Company and certain of its subsidiaries entered into certain agreements with Smithline Family Trust II (“SFT”), Quick Capital, LLC (“Quick”) and Clear Markets Capital, LLC, a company controlled by Robert W. D’Loren, Chairman and Chief Executive Officer of the Company (“IPX”; SFT, Quick and IPX, collectively, the “Purchasers”) pursuant to which the Purchasers purchased senior secured notes from the Company”

XCel Brands, Inc. amended term loan with FEAC Agent, LLC.

“On February 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Fifth Amendment to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of December 12, 2024, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”). Pursuant to the Amendment, (i) the Company committed to make a prepayment of $500,000 on Term Loan A (paid from the Blocked Account (as defined in the Loan and Security Agreement) to the extent there are sufficient funds); (ii) the liquid asset covenant requirement, at all times prior to the repayment in full of the First Out Obligations (as defined in the Loan and Security Agreement), was reduced to $500,000; and (iii) the transaction closing date was extended to March 6, 2026.”

XCel Brands, Inc. issued common stock to White Lion Capital, LLC.

“On January 21, 2026 (the “Execution Date”), Xcel Brands, Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with White Lion Capital, LLC (the “Investor”), pursuant to which the Investor has committed to purchase up to $15.0 million of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to certain limitations and satisfaction of the conditions set forth in the Purchase Agreement.”

XCel Brands, Inc. entered into Purchase Agreement with White Lion Capital, LLC valued at up to $15.0 million (effective 2026-01-21).

“On January 21, 2026 (the “Execution Date”), Xcel Brands, Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with White Lion Capital, LLC (the “Investor”), pursuant to which the Investor has committed to purchase up to $15.0 million of the Company’s common stock”

XCel Brands, Inc. entered into Placement Agency Agreement with Wellington Shields & Co. LLC (effective 2025-12-17).

“Pursuant to the Placement Agency Agreement, dated December 17, 2025 (the “Placement Agency Agreement”), by and between the Company and Wellington Shields & Co. LLC (the “Placement Agent”), the Placement Agent served as the exclusive placement agent in connection with the Private Placement”

XCel Brands, Inc. entered into Securities Purchase Agreement with several institutional and accredited investors valued at $2.05 million (effective 2025-12-17).

“On December 17, 2025, Xcel Brands, Inc. (the “Company” or “Xcel”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional and accredited investors (the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of securities for gross proceeds at the Closing Date (as defined below) of $2.05 million.”

XCel Brands, Inc. issued warrants to purchase up to 835,023 shares of common stock of warrant to accredited investors for $1.2275 per share.

“common stock purchase warrants to purchase up to 835,023 shares of common stock at a purchase price of $1.2275 per share”

XCel Brands, Inc. issued 1,670,055 shares of common stock (or pre-funded warrants in lieu thereof) of common stock to accredited investors for $1.2275 per share.

“the Company is selling an aggregate of 1,670,055 shares of common stock (or pre-funded warrants in lieu thereof) and common stock purchase warrants to purchase up to 835,023 shares of common stock at a purchase price of $1.2275 per share (or pre-funded warrants in lieu thereof) and one-half common stock purchase warrant”

XCel Brands, Inc. engaged Wolf & Company, PC as its auditor.

“​ (b) Appointment of New Independent Registered Public Accounting Firm ​ On September 15, 2025, Audit Committee approved the engagement of Wolf & Company, PC (“Wolf”) as the Company’s independent registered public accounting firm and formally engaged Wolf on September 16, 2025.”

XCel Brands, Inc. dismissed CBIZ CPAs P.C. as its auditor.

“(a) Dismissal of Independent Registered Public Accounting Firm On September 15, 2025, the Audit Committee of the Board of Directors of Xcel Brands, Inc. (the “Company”) dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered accounting firm. The Company informed CBIZ CPAs of its termination on September 16, 2025. ​ As previously disclosed in a Current Report on Form 8-K filed on May 29, 2025, on May 27, 2025 Marcum LLP was dismissed, and CBIZ CPAs was appointed, as the Company’s independent registered public accounting firm.”

XCel Brands, Inc. engaged CBIZ CPAs P.C. as its auditor.

“CBIZ CPAs was engaged as the Company’s independent registered public accounting firm for the year ending December 31, 2025.”

Marcum LLP resigned as auditor of XCel Brands, Inc..

“On May 27, 2025, Marcum resigned as the independent registered public accounting firm of Xcel Brands, Inc.”

XCel Brands, Inc. received a nasdaq deficiency notice notice regarding late filing.

“May 22, 2025, Xcel Brands, Inc. (the “Company”), received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating since Nasdaq has not received the Company’s Form 10-Q for the period ended March 31, 2025, and because the Company remains delinquent in filing its Form 10-K for the year ended December 31, 2024, the Company does not comply with Nasdaq’s Listing Rules for internal listing. ​ Nasdaq has informed the Company that, in accordance with Nasdaq’s April 29, 2025 letter to the Company, the Company until June 30, 2025 to subm”

XCel Brands, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“April 29, 2025, Xcel Brands, Inc. (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that Nasdaq has determined that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company's failure to timely file its Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2024 with the Securities and Exchange Commission (the "SEC"). ​ Nasdaq has informed the Company that the Company must submit a plan of compliance (the "Plan") within 60 calendar days addressing how it intends to rega”

XCel Brands, Inc. amended credit facility with FEAC Agent, LLC at SOFR subject to a 2.0% floor plus 8.5% maturing December 12, 2028.

“was amended to provide, among other things, for $1.5 million repayment of the $3.95 million Term Loan A”

XCel Brands, Inc. incurred term loan of $5.12 million with FEAC Agent, LLC at SOFR subject to a 2.0% floor plus 6.5% maturing December 12, 2028.

“an additional Term Loan B in the amount of 5.12 million on the Second Amendment Effective Date. The loans outstanding after giving effect to the Second 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”

XCel Brands, Inc.: Filed Certificate of Amendment to effect a one-for-ten reverse stock split (effective 2025-03-24).

“Xcel Brands, Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) of the Company, which became effective at 5:00 p.m. on March 24, 2025, to effect a one-for-ten (1: 10) reverse stock split (the “Reverse Stock Split”), of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).”

XCel Brands, Inc.: Certificate of Amendment to effect a 1-for-10 reverse stock split (effective 2025-03-24).

“The Company intends to effect the Reverse Stock Split of its Common Stock by filing a Certificate of Amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, that will become effective at 5:00 p.m. Eastern Time on March 24, 2025.”

XCel Brands, Inc. reported fiscal year ended December 31, 2023 results: revenue $17.8 million, net income $21.1 million, EPS ($1.07) per share.

“into the new long-term license agreements for our Halston, Judith Ripka, C Wonder and Longaberger brands. Full Year 2023 Financial Results Net revenue for the current year was $17.8 million, representing a decrease of approximately $8.0 million (45%) from the prior year. The year-over-year revenue decline from the prior year was driven by a $5.6 million decrease in”

XCel Brands, Inc. reported fourth quarter ended December 31, 2023 results: revenue $2.3 million, net income $6.8 million, EPS ($0.34) per share.

“Net revenue for the fourth quarter of 2023 was $2.3 million, representing a decrease of approximately $1.8 million (-44%) from the fourth quarter of 2022.”

XCel Brands, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5810(c)(3)(A), 5810(c)(3)(A)(ii)).

“April 16, 2024, Xcel Brands, Inc. (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days. Therefore, the Company did not meet the minimum bid price requirement set forth in the Nasdaq Listing Rules. ​ The letters also state that pursuant to Nasdaq Listing Rules 5810(c)(3)(A), the Company will be provided 180 calendar days to regain compliance with the minimum bid price requirement, or until Oct”

XCel Brands, Inc. entered into Underwriting Agreement with Craig-Hallum Capital Group LLC, as representative of the underwriters valued at approximately $1,750,000 (effective 2024-03-15).

“On March 15, 2024, Xcel Brands, Inc. (the “Registrant”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Representative”), as the representative of the underwriters named therein (the “Underwriters”), relating to a firm commitment underwritten public offering (the “Offering”) of 3,284,421 shares (the “Shares”) of the Registrant’s common stock, par value $0.001 per share (“Common Stock”) at a price to the public of $0.65 per Share.”

XCel Brands, Inc. reported the three months and year ended December 31, 2023 results: revenue $ 2,130,000 $ 17,600,000, net income $ (6,654,000 ) $ (20,908,000 ).

“estimated financial information for the three months and year ended December 31, 2023: Three Months Ended December 31, 2023 Year Ended December 31, 2023 Revenue $ 2,130,000 $ 17,600,000 Pretax net loss (1) $ (5,454,000 ) $ (19,708,000 ) Net Loss $ (6,654,000 ) $ (20,908,000 ) Adjusted EBITDA $ (1,073,000 ) $ (5,645,000 ) (1) Pretax loss is lower than”

XCel Brands, Inc. shareholders approved Election of five directors at the 2023-12-06 meeting.

“At the Company’s Annual Meeting of Stockholders held on December 6, 2023, the stockholders of the Company entitled to vote at the meeting voted to (i) elect the five individuals named below to serve as directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2024 and until their successors have been duly elected and qualified, and (ii) approve to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.”

XCel Brands, Inc. incurred term loan of $5,000,000 with Israel Discount Bank of New York at Term SOFR plus 4.25% per annum maturing October 19, 2028.

“Agreement (the “Loan Agreement”) with Israel Discount Bank of New York (the “Lender”). Pursuant to the Loan Agreement, the Lender made a term loan in the aggregate amount of $5,000,000 (the “Term Loan”). The proceeds of the Term Loan were used to pay fees, costs and expenses incurred in connection with entering into the Loan Agreement, and may be used for”

XCel Brands, Inc. reported the six months ended June 30, 2023 results: revenue $12.8 million, net income approximately $9.1 million, or ($0.46) per share, EPS ($0.46) per share.

“into the new long-term license agreements for our Judith Ripka, Halston, and C Wonder brands. Six Month 2023 Financial Results Total revenue for the current six-month period was $12.8 million, representing a decrease of approximately $4.4 million from the prior year period of 2022. The year-over-year revenue decline from the prior six-month period compared with the”

XCel Brands, Inc. reported the quarter ended June 30, 2023 results: revenue $6.8 million, net income approximately $3.5 million, or ($0.18) per share, EPS ($0.18) per share.

“savings. ● Executed Master licenses for Judith Ripka, Halston and C Wonder brands with Jewelry TV (JTV), G-III Apparel Group and One Jeanswear Group, respectively. ● Revenues of $6.8 million for the quarter, an increase of $0.7 million (+12.1%) and $2.7 million (+66.8%) as compared to the quarters ended March 31, 2023, and December 31, 2022, respectively. ● GAAP net”

Michael Francis resigned as director at XCel Brands, Inc..

“On June 6, 2023, Michael Francis advised the Board of Directors of Xcel Brands, Inc. (the “Company”) that he is resigning as a director of the Company effective June 30, 2023 and that his decision was not based on any disagreements with management, the Company’s strategy nor any of the other directors.”

XCel Brands, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5810(c)(3)(A)).

“November 22, 2022, Xcel Brands, Inc. (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days. Therefore, the Company did not meet the minimum bid price requirement set forth in the Nasdaq Listing Rules. ​ The letters also state that pursuant to Nasdaq Listing Rules 5810(c)(3)(A), the Company will be provided 180 calendar days to regain compliance with the minimum bid price requirement, or until”

XCel Brands, Inc. shareholders approved Ratification of appointment of Marcum LLP as independent registered public accounting firm at the 2022-11-18 meeting.

“3) The votes cast by stockholders with respect to the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows: 13,411,693 shares FOR the proposal, 418,713 shares AGAINST the proposal and 20,095 ABSTENTIONS.”

XCel Brands, Inc. shareholders approved Election of six directors at the 2022-11-18 meeting.

“1) The votes cast by stockholders with respect to the election of directors were as follows: ​ ​ ​ ​ ​ ​ ​ Names of Nominees Number of Votes For Number of Votes Withheld Broker Non-Votes Robert W. D’Loren 10,384,511 ​ ​ ​ 87,906 ​ ​ ​ 3,378,084 ​ Mark DiSanto 10,192,985 ​ ​ ​ 279,432 ​ ​ ​ 3,378,084 ​ James Fielding ​ 10,221,634 ​ ​ ​ 250,783 ​ ​ ​ 3,378,084 ​ Michael Francis 10,384,532 ​ ​ ​ 87,885 ​ ​ ​ 3,378,084 ​ Howard Liebaum 10,272,583 ​ ​ ​ 199,834 ​ ​ ​ 3,378,084 ​ Deborah Weinswig ​ 10,379,984 ​ ​ ​ 92,433 ​ ​ ​ 3,378,084”

XCel Brands, Inc. reported the nine months ended September 30, 2022 results: revenue $21.7 million, net income net income of $2.0 million, EPS $0.10 per share.

“Total revenue was $21.7 million, a decrease of $8.1 million compared with the prior year nine months, driven by lower licensing revenues of $4.1 million and lower net sales of $4.0 million. The year-over-year decrease in licensing revenue was primarily attributable to May 2022 sale of the Isaac Mizrahi brand, partially offset by revenues related to the April 1, 2021 acquisition of the LOGO by Lori Goldstein brand. The decrease in net product sales for the nine months ended September 30, 2022 was primarily attributable to lower apparel wholesales, driven by the temporary closing of overseas factories, causing delays in product deliveries that resulted in cancelled orders, as well as retailers more recently pausing or reducing orders due to industry-wide excess inventory levels. ​ ​ 1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018 PHONE: 347-727-2474 • INFO@XCELBRANDS.COM Page 2 ​ Net income attributable to Xcel Brands shareholders for the current year nine-month period was approxi”

XCel Brands, Inc. reported the quarter ended September 30, 2022 results: revenue $4.5 million, net income net loss of $4.0 million, EPS $(0.21) per share.

“Revenues of $4.5 million for the quarter ended September 30, 2022; $21.7 million on a year-to-date basis ● Third quarter net loss of $4.0 million, or $(0.21) per share, on a GAAP basis”