Welcome to our dedicated page for XWELL SEC filings (Ticker: XWEL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
XWELL, Inc. filings document an operating wellness and biosecurity company with Nasdaq-listed common stock and a portfolio that includes XpresSpa, XpresCheck, Naples Wax Center, and HyperPointe. Periodic and current reports cover operating results, audited financial statements, management discussion, brand-level revenue, cost structure, and corporate updates for its spa, waxing, wellness retail, and surveillance-related activities.
Material-event reports and proxy filings disclose capital-structure actions, including preferred stock and warrant financings, stockholder meeting results, say-on-pay frequency, director elections, governance proposals, and listing-compliance notices. The filing record also includes late-filing notices and annual meeting materials that describe voting securities, board matters, executive compensation, and shareholder approval items.
XWELL, Inc. has signed a definitive agreement to sell all of its equity interests in XpresSpa Holdings and XpresTest to Express Wellness Group, an affiliate of Face Haus, for a base purchase price of $13,000,000, subject to customary adjustments.
At closing, $2,650,000 of the purchase price will be placed in escrow to secure post-closing obligations, and XWELL will retain its health and wellness retail locations outside airports. The company frames the divestiture as part of a strategic restructuring and a pivot toward opportunities in the national security sector, with proceeds expected to support future growth initiatives.
The transaction requires approval by a majority of XWELL’s outstanding common shares and satisfaction of closing conditions, including no material adverse effect on the target businesses, minimum cash levels, and specified third-party consents. Mutual termination fee structures and a limited guaranty from Face Haus’ parent help bind both parties to the agreed terms.
XWELL, Inc. Schedule 13G reports that Iroquois Capital Management LLC, together with related reporting persons Richard Abbe and Kimberly Page, are reporting beneficial ownership of common stock. The filing shows 354,467 shares held directly by Iroquois Master Fund Ltd. and 79,500 shares held directly by Iroquois Capital Investment Group LLC, for an aggregate 433,967 shares.
The filing states the share counts are measured against 8,444,266 shares outstanding as of May 14, 2026, producing disclosed ownership percentages of 4.20% and 5.14% on the cover rows. The Reporting Persons disclaim beneficial ownership except to the extent of any pecuniary interest; voting and dispositive powers are shown as shared or sole on the cover rows.
XWELL, Inc. reported a larger loss in the three months ended March 31, 2026 while materially improving its liquidity through new financing and liability reductions. Revenue was $6,638 thousand versus $7,023 thousand a year earlier, mainly from its XpresSpa, XpresTest and Naples Wax Center segments.
Net loss attributable to XWELL, Inc. was $11,202 thousand, compared with $4,719 thousand in the prior-year quarter, as higher general and administrative expenses and a $5,584 thousand loss from changes in derivative fair value weighed on results. Cash and cash equivalents rose to $16,800 thousand from $2,617 thousand after a February 2026 private placement of Series H Convertible Preferred Stock and warrants that generated net proceeds of $28,269 thousand.
The company used about $9,000 thousand of these proceeds to repurchase Series G preferred stock, convertible notes and warrants, simplifying its capital structure. Working capital swung to a surplus of $11,358 thousand from a deficit of $6,982 thousand, and management states it believes current cash and expected operating cash flows are sufficient to fund operations for at least the next twelve months.
XWELL, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says additional time is needed to compile and analyze supporting documentation to complete financial statement preparation and review. XWELL anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notice is signed by CEO Ezra T. Ernst on May 15, 2026.
XWELL, Inc. filed an amended Annual Report on Form 10‑K/A to add the full Part III section because it will not file a proxy statement within 120 days of its 2025 fiscal year end. The amendment also includes new Section 302 Sarbanes‑Oxley certifications from the chief executive and chief financial officers.
The filing details a five‑member board, identifies four Nasdaq‑qualified independent directors, and describes the audit, compensation, nominating, and strategic affairs committees. It outlines executive employment terms for the CEO and CFO, including salaries, bonuses, stock options and severance protections, and lists director fee and equity compensation.
The report provides updated ownership information showing directors and officers as a group holding 1,894,217 shares as of April 25, 2026, and describes equity compensation plan capacity. It also notes the transition from Marcum to CBIZ CPAs P.C. as independent auditor and discloses 2025 audit and related fees. No financial statements are changed in this amendment.
XWELL, Inc. is registering for resale up to 138,665,191 shares of Common Stock issuable upon conversion of Series H convertible preferred shares and exercise of warrants. These shares are being registered for resale by the selling stockholders; the selling stockholders will receive proceeds from any sales. The Company will not receive proceeds from resale transactions, but would receive cash only if warrants are exercised for cash. The registration is being filed to satisfy contractual registration rights and the shares are subject to customary adjustment and beneficial ownership limits.
XWELL, Inc. filed an amended report to clarify how often it will hold advisory stockholder votes on executive compensation, known as Say-on-Pay Votes. After stockholders indicated a preference for annual votes at the December 18, 2025 Annual Meeting, the board decided on April 9, 2026 to hold these votes every year.
The board plans to re-evaluate this annual frequency after the next stockholder advisory vote on Say-on-Pay frequency, expected at the 2031 Annual General Meeting of Stockholders unless the matter is presented earlier.
XWELL, Inc. is registering for resale up to 138,665,191 shares of Common Stock, consisting of 66,665,957 Conversion Shares issuable upon conversion of Series H convertible preferred stock and 71,999,234 Warrant Shares issuable upon exercise of warrants. These shares are being registered for resale by the selling stockholders; the company will not receive proceeds from resale, although it would receive any cash exercise proceeds from the Warrants. The registration arises from a private placement and related registration rights agreements entered in February 2026 and is intended to permit the selling stockholders to resell their shares from time to time.
XWELL, Inc. reported its financial results for the fiscal year ended December 31, 2025 and provided a corporate update. The company highlighted expansion of its wellness centers beyond airports, including a new Penn Station location in New York and new sites in Florida tied to its Orlando Magic partnership.
XWELL also emphasized its global biosecurity efforts through the Traveler-based Genomic Surveillance Program with the CDC and partners, recently extended for three years. As of December 31, 2025, it reported approximately $2.6 million in cash and cash equivalents and total current assets of about $5.9 million, with no long-term debt.
After year-end, XWELL entered a private placement securities purchase agreement with American Ventures, LLC, generating approximately $31.3 million in gross proceeds. The company plans to use part of this capital to repurchase certain notes, redeem its Series G preferred stock and certain warrants, and fund general corporate purposes and working capital.