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Table of Contents FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 For the fiscal year ended : December 31 , 2020 OR □ TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number : 001-37527 XCEL BRANDS , INC . ( Exact name of Registrant as specified in its charter ) Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 1333 Broadway , 10th Floor , New York , NY 10018 ( Address of Principal Executive Offices ) ( 347 ) 727-2474 Title of each class Common Stock , $ 0.001 par value per share 76-0307819 ( I.R.S. Employer Identification No. ) ( Issuer's Telephone Number , Including Area Code ) Securities registered pursuant to Section 12 ( b ) of the Exchange Act : Trading Symbol XELB Large accelerated filer Non - accelerated filer Name of each exchange on which registered NASDAQ Global Market Securities registered pursuant to Section 12 ( g ) of the Exchange Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act 1934 during the past 12 months ( 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 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S - K ( §229.405 of this chapter ) is not contained herein , and will not be contained , to the best of registrant's knowledge , in definitive proxy or information statements incorporated by reference in Part III of this Form 10 - K or any amendment to this Form 10 - K . 0 Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer 0 Smaller reporting company Emerging Growth Company X If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( 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 the effectiveness 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 . Indicate by 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 to the price at which the common equity was last sold , or the average bid and asked price of such common equity , as of the last