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. 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. 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. 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. 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”