Xcel Brands Inc 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the past 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference tothe price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately$7,346,000basedupon the closing price of such common stock on June30, 2024. The number of shares of the issuer’s common stock issued and outstanding as of May 27, 2025 was2,395,242shares.Documents Incorporated By Reference: None TABLE OF CONTENTS PART IItem 1Business 4Item 1ARisk Factors12Item 1BUnresolved Staff Comments33Item 1CCybersecurity33Item 2Properties34Item 3Legal Proceedings34Item 4Mine Safety Disclosures34 PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6[Reserved]37Item 7Management’s Discussion and Analysis of Financial Condition and Results ofOperations37Item 7AQuantitative and Qualitative Disclosures About Market Risk51Item 8Financial Statements and Supplementary Data51Item 9Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure91Item 9AControls and Procedures91Item 9BOther Information92Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections92 PART IIIItem 10Directors, Executive Officers and Corporate Governance 92Item 11Executive Compensation100Item 12Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters103Item 13Certain Relationships and Related Transactions, and Director Independence105Item 14Principal Accountant Fees and Services107 PART IVItem 15Exhibit and Financial Statement Schedules108Signatures112 PARTI FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended, and Section21E of the Securities ExchangeAct of 1934, as amended, that involve risks and uncertainties. All statements other than statements ofhistorical fact contained in this Annual Report, including statements regarding future events, ourfuture financial performance, business strategy, and plans and objectives of management for futureoperations,are forward-looking statements.We have attempted to identify forward-lookingstatementsby terminology including“anticipates,”“believes,”“can,