XWELL Inc SEC Filings

XWELL, Inc. reported that on December 1, 2025 it received a notice from Nasdaq stating its common stock failed to meet the required minimum bid price of $1.00 per share for 30 consecutive business days between October 17 and November 28, 2025. As a result, the company has 180 calendar days, until June 1, 2026, to regain compliance by achieving a closing bid of at least $1.00 for ten consecutive business days.

If XWELL does not regain compliance by that date, it may qualify for an additional 180-day period if it meets other Nasdaq listing standards and commits to curing the deficiency, potentially through a reverse stock split. Nasdaq could move to delist the stock if compliance is not restored or extended, although XWELL shares continue to trade on the Nasdaq Capital Market for now, subject to other listing requirements.

XWELL, Inc. is asking stockholders to vote at a virtual annual meeting on December 18, 2025, at 10:00 a.m. Eastern Time, open to holders of common stock and Series G preferred stock as of November 6, 2025.

Key proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor for 2025, approving executive compensation and the frequency of future say‑on‑pay votes, and amending the charter to classify the board into two staggered classes with two‑year terms.

Stockholders are also asked to approve a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑20, at the board’s discretion, primarily to help maintain Nasdaq listing standards, and an Issuance Proposal under Nasdaq Listing Rule 5635(d) to allow issuance of additional shares, including those underlying Series G preferred stock, warrants and senior secured convertible notes, in an amount equal to or above 19.99% of the common stock outstanding immediately before the related exchange agreement. The board unanimously recommends voting in favor of all proposals and “every three years” for say‑on‑frequency.

XWELL, Inc. reported lower Q3 2025 results and disclosed “substantial doubt” about its ability to continue as a going concern. Revenue was $7,345k (down from $8,422k), with a net loss of $724k versus a $4,750k loss a year earlier as operating expenses fell. Year to date, the company recorded a net loss of $6,851k.

Liquidity remains tight. Cash and cash equivalents were $3,987k at September 30, 2025, while net cash used in operating activities was $8,671k for the nine months. The balance sheet shows total assets of $21,742k, liabilities of $18,345k, and temporary equity of $331k from the Series G preferred.

In January 2025, XWELL raised $4,000k via Series G convertible preferred and issued Series A and B warrants for a combined 5,347,594 shares. The preferred carries an 8% dividend and is scheduled for six equal quarterly redemptions beginning July 1, 2025. As of November 11, 2025, 5,766,703 common shares were outstanding.

XWELL, Inc. set its 2025 Annual Meeting of Stockholders for December 18, 2025 at 10:00 a.m. Eastern Time. The meeting location will be provided in the definitive proxy statement.

Because the meeting date was moved by more than 30 days from last year’s anniversary, the company established new deadlines. Stockholders must deliver proposals for inclusion under Rule 14a-8, any other business under the Bylaws, or notices under the universal proxy Rule 14a-19 by November 17, 2025. Submissions should be sent to the addresses specified for the Corporate Secretary or Chief Executive Officer as outlined.

XWELL, Inc. filed a preliminary proxy for its virtual 2025 annual meeting on December 18, 2025 at 10:00 a.m. Eastern Time. Stockholders will vote on eight proposals, including electing five directors, ratifying CBIZ CPAs P.C. as auditor, an advisory say‑on‑pay, and an advisory vote on pay frequency.

The board seeks approval to classify the board into two classes with staggered two‑year terms and to authorize a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑20, at the board’s discretion. The proxy also requests approval, for Nasdaq Listing Rule 5635(d) compliance, to permit the issuance of securities tied to the Series G Preferred Stock, Amended and Restated Series A and B Warrants, and Senior Secured Convertible Notes in an amount at or above 19.99% of common stock outstanding immediately prior to the Exchange Agreement, and at lower conversion or exercise prices for certain instruments as specified.

The board recommends voting FOR all proposals (and EVERY THREE YEARS for pay frequency). Record date is November 6, 2025. Shares outstanding and entitled to vote were 5,766,703 common and 4,000 shares of Series G Preferred as of the record date.

XWELL, Inc. entered a Securities Exchange and Amendment Agreement to swap a portion of its outstanding Series G preferred (including accrued dividends) equal to $1,553,806.00 in aggregate Stated Value for senior secured convertible notes totaling $3,387,138.80. The notes bear 8.0% quarterly-compounded interest, mature in three years and four months, and are initially convertible at $1.00 per share.

The company will seek stockholder approval by December 31, 2025 for issuances above Nasdaq Rule 5635(d) thresholds. Quarterly redemptions begin on April 1, 2026, payable in cash at 107% of the installment amount or, subject to limits, in shares using a formula tied to the lower of the conversion price and VWAP thresholds. The Series G conversion price and the Series A and B warrant exercise prices are reduced to $1.00, and new price-based anti‑dilution adjustments apply. Covenants include maintaining at least $1,000,000 in cash and a $1,350,000 segregated account, with conversions capped at 4.99% ownership (electable up to 9.99% after notice).