XCel Brands Files Amended 2023 10-K

TL;DR

XCel Brands filed an amendment to their 2023 annual report. Check for updates.

AI Summary

XCel Brands, Inc. filed an amended 10-K for the fiscal year ending December 31, 2023. The filing, dated November 29, 2024, is an amendment to their previous annual report. The company, formerly known as NETFABRIC HOLDINGS, INC., is incorporated in Delaware and headquartered at 1333 Broadway, New York, NY.

Why It Matters

This amended filing provides updated or corrected information for XCel Brands' 2023 fiscal year, which could impact investor understanding of the company's financial health and operations.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and does not appear to introduce new material risks or significant financial changes.

Key Players & Entities

• XCel Brands, Inc. (company) — Registrant
• December 31, 2023 (date) — Fiscal year end
• November 29, 2024 (date) — Filing date
• NETFABRIC HOLDINGS, INC (company) — Former company name
• 1333 Broadway (address) — Business address
• New York, NY (location) — Business address city and state

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share XELB NASDAQ Cap

Filing Documents

• xelb-20231231x10ka.htm (10-K/A) — 143KB
• xelb-20231231xex23d1.htm (EX-23.1) — 3KB
• xelb-20231231xex31d1.htm (EX-31.1) — 6KB
• xelb-20231231xex31d2.htm (EX-31.2) — 6KB
• xelb-20231231xex99d1.htm (EX-99.1) — 237KB
• 0001558370-24-015950.txt ( ) — 662KB
• xelb-20231231.xsd (EX-101.SCH) — 8KB
• xelb-20231231_def.xml (EX-101.DEF) — 53KB
• xelb-20231231_lab.xml (EX-101.LAB) — 25KB
• xelb-20231231_pre.xml (EX-101.PRE) — 15KB
• xelb-20231231x10ka_htm.xml (XML) — 7KB

Signatures

Signatures 6 1 Table of Contents EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K (this "Amended 10-K") of Xcel Brands, Inc. amends our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the Securities and Exchange Commission on April 19, 2024 (the "Original 10-K"). This Amended 10-K is filed to include Exhibits 23.1 and 99.1 In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications from the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002 have been omitted. Except as described above, no other amendments are being made to the Original 10-K. This Amended 10-K does not reflect events occurring after the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above. The complete text of Item 15. Exhibits, as amended, is repeated in this Amended 10-K. This Amended 10-K consists solely of the preceding cover page, this explanatory note, Item 15. Exhibits, the signature page and Exhibits 23.1, 31.1, 31.2 and 99.1. 2 Table of Contents PART IV

Exhibit and Financial Statement Schedules

Item 15. Exhibit and Financial Statement Schedules INDEX TO EXHIBITS Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (7) 3.2 Third Restated and Amended Bylaws of Xcel Brands, Inc. (8) 4.1 Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements (9) 4.2 2021 Equity Incentive Plan (11) 4.3 Description of Registrant's Securities (10) 4.4 Warrant issued to G-III Apparel Group (15) 4.5 Form of Representative's Warrant issued on March 19, 2024 (14) 9.1 Amended and Restated Voting Agreement between Xcel Brands, Inc. and IM Ready-Made, LLC, dated as of December 24, 2013 (2) 9.2 Voting Agreement between Xcel Brands, Inc. and Judith Ripka Berk, dated as of April 3, 2014 (4) 9.3 Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc. and H Company IP, LLC (5) 9.4 Form of Voting Agreement dated as of February 11, 2019 (1) 10.1 Employment Agreement between the Company and Robert D'Loren dated February 27, 2019 (10) 10.2 Employment Agreement between the Company and James Haran dated February 27, 2019 (10) 10.3 Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 (12) 10.4 Amended and Restated Fifth Amendment, entered into as of March 14, 2014 and effective as of December 24, 2013, to the Asset Purchase Agreement filed as Exhibit 10.1 (3) 10.5 Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc. and GBG USA Inc. (6) 10.6 Membership Interest Purchase Agreement (13) 10.7 Second Amendment to Membership Interest Purchase Agreement (15) 10.8 Third Amendment to Membership Interest Purchase Agreement (15) 10.9 Term Loan Agreement between H Halston IP, LLC, as borrower, and Israel Discount Bank, as lender, dated October 19, 2023 (15) 3 Table of Contents 10.10 Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D'Loren and Xcel Brands, Inc.

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 27, 2024 /s/ Robert W. D'Loren Robert W. D'Loren, Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title /s/ Robert W. D'Loren Chief Executive Officer and Chairman November 27, 2024 Robert W. D'Loren (Principal Executive Officer) /s/ James F. Haran Chief Financial Officer November 27, 2024 James F. Haran (Principal Financial Officer and Principal Accounting Officer) /s/ Mark DiSanto Director November 27, 2024 Mark DiSanto /s/ James Fielding Director November 27, 2024 James Fielding /s/ Howard Liebman Director November 27, 2024 Howard Liebman Director November 27, 2024 Deborah Weinswig 6

View Full Filing

View this 10-K/A filing on SEC EDGAR