Xcel Brands Inc 2025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 submitted pursuantto Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrantwas 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, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” 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 transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange 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 of theregistrant 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 of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-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 to theprice at which the common equity was last sold, or the average bid and asked price of such common equity, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter was approximately $1,661,000 based upon theclosing price of such common stock on June30, 2025. The number of shares of the issuer’s common stock issued and outstanding as of April 10, 2026 was 5,913,492 shares.Documents Incorporated By Reference: None TABLE OF CONTENTS PART IItem 1 Business4Item 1A Risk Factors11Item 1B Unresolved Staff Comments31Item 1CCybersecurity31Item 2Properties31Item 3Legal Proceedings31Item 4Mine Safety Disclosures31 Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities32Item 6[Reserved]34Item 7Management’s Discussion and Analysis of Financial Condition and Results ofOperations34Item 7AQuantitative and Qualitative Disclosures About Market Risk48Item 8Financial Statements and Supplementary Data48Item 9Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure93Item 9A Controls and Procedures93Item 9B Other Information93Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections94 PART IIIItem 10Directors, Executive Officers and Corporate Governance 94Item 11Executive Compensation103Item 12Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters106Item 13Certain Relationships and Related Transactions, and Director Independence108Item 14Principal Accountant Fees and Services110 PART IVItem 15Exhibit and Financial Statement Schedules111Signatures116 PARTI FORWARD-LOOKING STATEMENTS ThisAnnual Report on Form 10-K contains forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of1934, as amended, that involve risks and uncertainties. All statements other than statements of historicalfact contained in this Annual Report, including statements regarding future events, our future financialperformance, business strategy, and plans and objectives of management for future operations, areforward-looking statements. We have attempted to identify forward-looking statements by terminologyincluding“anticipates,”“believes,”“