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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(D) of the Securities
Exchange Act Of 1934
Date of report (Date of earliest event reported):
October 8, 2026
XWELL,
Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-34785 |
|
20-4988129 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| 254
West 31st Street, 11th Floor,
New York, New
York |
|
10001 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(212)
750-9595
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock, par value $0.01 per share |
|
XWEL |
|
The
Nasdaq Stock Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
| Item1.01 |
Entry into a Material Definitive Agreement. |
On October 8, 2026, XpresTest, Inc. (“XpresTest”),
a Delaware corporation and a subsidiary of XWELL, Inc., a Delaware corporation (“XWELL”), repurchased 279.5
shares of XpresTest’s common stock, which had previously been granted as restricted stock awards under the XpresTest, Inc. 2020
Equity Incentive Plan (the “Plan”) or outside the Plan (collectively, the “XpresTest RSAs”)
for an aggregate cash payment of approximately $2.7 million, or $9,634.09 per share. These repurchases (the “XpresTest RSA
Repurchases”) included 107 XpresTest RSAs held by Bruce T. Bernstein, Chairman of the Board, for $1,030,847.61; 55 XpresTest
RSAs held by Ezra T. Ernst, President and Chief Executive Officer, for $529,874.94; and 10 XpresTest RSAs held by Ian Brown, Chief Financial
Officer, for $96,340.90, five of which vested in connection with the repurchase in accordance with the terms of the Plan. The remaining
107.5 XpresTest RSAs were held by five other current or former employees and service providers of XpresTest. In connection with the XpresTest
RSA Repurchases, any XpresTest RSAs that had not previously vested became fully vested. After giving effect to the XpresTest RSA Repurchases,
no XpresTest RSAs remain outstanding, and XWELL now owns all of the issued and outstanding shares of capital stock of XpresTest.
As previously announced, on July 6, 2026, XWELL
entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among XWELL, XpresSpa Holdings,
LLC, a Delaware limited liability company (“XpresSpa”), XpresTest, and Express Wellness Group, LLC, a Delaware
limited liability company (the “Buyer”), in accordance with the terms and subject to the conditions of which,
among other things, XWELL will sell, assign, transfer and convey to the Buyer all of XWELL’s equity interests in XpresSpa and XpresTest
(the “Sale”). Under the terms of the Purchase Agreement, at the closing of the Sale, each outstanding XpresTest
RSA would have become fully vested and would have been repurchased by XpresTest for an amount in cash equal to (i) the number of shares
of XpresTest common stock underlying such XpresTest RSA multiplied by (ii) a per-share price to be mutually agreed by the Buyer and XWELL
based on a valuation of XpresTest.
The $9,634.09 per share price paid in the XpresTest
RSA Repurchases is the same per-share price the Buyer and XWELL had agreed would apply to the XpresTest RSAs under the Purchase Agreement.
The XpresTest RSA Repurchases, which would have otherwise occurred at the closing of the Sale, were completed early with the consent of
the Buyer and have the effect of simplifying XpresTest’s capitalization in preparation for the Sale. Under the terms of the Purchase
Agreement, all amounts payable in respect of the repurchased XpresTest RSAs would have constituted XWELL sale expenses, which would have
reduced dollar-for-dollar the purchase price payable by the Buyer to XWELL. Because these amounts have now already been paid in full,
they will not be included in the calculation of XWELL’s unpaid sale expenses under the Purchase Agreement.
The foregoing description of the agreements pursuant
to which the XpresTest RSA Repurchases were effectuated does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Stock Repurchase Agreement and associated form of Side Letter, filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the Purchase Agreement, filed as Exhibit 2.1 to XWELL’s Current Report on Form 8-K dated July 7,
2026, and which is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K and any exhibits
filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) concerning XWELL, the Buyer, the proposed Sale and other matters. All statements other than
statements of historical fact contained in this Current Report on Form 8-K are “forward-looking statements” for purposes of
this Current Report on Form 8-K. Where, in any forward-looking statement, we express an expectation or belief as to future results or
events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that
the expectation or belief will result or be accomplished. These statements involve known and unknown risks, uncertainties, assumptions,
and other important factors that may cause our actual results, performance, or achievements to be materially different from any future
results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, target, predict, project,
contemplate, should, will, would, continue, assume, forecast, future, strategy, might, or the negative or plural of those terms or other
similar expressions.
These forward-looking statements are subject to
risks and uncertainties, as described more particularly in the preliminary proxy statement that XWELL has filed with the Securities and
Exchange Commission (the “SEC”) in connection with the proposed Sale. Any forward-looking statement in this
Current Report on Form 8-K reflects our current view with respect to future events, speaks only as of the date of this Current Report
on Form 8-K, and is subject to these and other risks, uncertainties, and assumptions. Given these uncertainties, you should not rely on
these forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, our information may be incomplete or limited, and we cannot guarantee future results. Moreover, we operate
in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to
predict all risk factors and uncertainties. Except as required by applicable law, we do not plan, and assume no obligation, to update
or revise these forward-looking statements for any reason, even if new information becomes available in the future. We qualify all of
our forward-looking statements by these cautionary statements.
No Offer or Solicitation
This Current Report on Form 8-K and any exhibits
filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect
to any securities or in respect of the proposed transactions or (ii) an offer to sell or the solicitation of an offer to subscribe for
or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transactions or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Additional Information and Where You Can Find
It
XWELL has filed a preliminary proxy statement
with the SEC in connection with a special meeting of XWELL’s stockholders (the “Special Meeting”), at
which XWELL intends to ask its stockholders to vote on, among other things, a proposal to approve and adopt the Purchase Agreement. XWELL
also intends to file a definitive proxy statement with the SEC in connection with the Special Meeting. Promptly after filing the
definitive proxy statement, XWELL will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the
Special Meeting. XWELL’s stockholders are urged to read these documents, including the definitive proxy statement (and any amendments
or supplements thereto), when they become available because they contain important information. XWELL’s SEC filings made electronically
through the SEC’s EDGAR system are available to the public at the SEC’s website at www.sec.gov. You may also find our
SEC filings in the “SEC Filings” section of the “Investors” section of our website at www.xwell.com. No
proxy cards are being furnished by this communication. Stockholders may vote their shares only by following the voting instructions set
forth in the definitive proxy statement when it becomes available.
Participants in the Solicitation
XWELL and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed Sale. Information about
XWELL’s directors and executive officers, including a description of their interests in XWELL, is included in XWELL’s most
recent Annual Report on Form 10-K for the year ended December 31, 2025 (as amended by the Annual Report on Form 10-K/A), as filed with
the SEC, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and other documents that may be filed from time to time with the
SEC. Additional information regarding these persons and their interests in the proposed Sale are included in the preliminary proxy statement
relating to the proposed Sale filed with the SEC on July 27, 2026, as amended, and will be included in the definitive proxy statement
when it becomes available. These documents can be obtained free of charge from the sources indicated above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Description |
| 10.1 |
|
Form of Stock Repurchase Agreement, by and among XpresTest, Inc. and the undersigned parties thereto. |
| 10.2 |
|
Form of Side Letter, by and among XpresTest, Inc. and the undersigned parties thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
October 8, 2026
| XWELL, Inc. |
|
| |
|
|
| By: |
/s/
Ezra T. Ernst |
|
| |
Name: |
Ezra T. Ernst |
|
| |
Title: |
President and Chief Executive Officer |
|
