XWELL (NASDAQ: XWEL) stockholders approve reverse split and major share issuance

Rhea-AI Filing Summary

XWELL, Inc. reported the final voting results from its 2025 Annual Meeting of Stockholders. All five director nominees were reelected to serve until the 2026 annual meeting, and stockholders ratified CBIZ CPAs, P.C. as the independent auditor for the fiscal year ending December 31, 2025. Stockholders approved the advisory vote on executive compensation and chose to hold future advisory votes on pay every three years.

An amendment to classify the Board into two staggered classes was not approved. Stockholders approved an amendment allowing the Board, at its discretion, to implement a reverse stock split at a ratio between 1-for-2 and 1-for-20. They also approved the potential issuance of additional common shares related to Series G preferred stock, amended warrants, and senior secured convertible notes in an amount equal to or greater than 19.99% of the common stock outstanding immediately before the Exchange Agreement. A proposal to permit adjournment of the meeting, if needed, was also approved.

Positive

• None.

Negative

• Approval for significant potential share issuance related to Series G preferred stock, amended warrants, and convertible notes equal to or exceeding 19.99% of prior common shares outstanding may create meaningful dilution for existing holders.

Insights

Corporate governance and capital structure analyst

XWELL stockholders backed all key capital structure proposals except board classification.

Stockholders of XWELL, Inc. reaffirmed the existing Board by reelecting all five director nominees and ratifying CBIZ CPAs, P.C. as auditor for the year ending December 31, 2025. They also approved the advisory vote on executive compensation and selected a three-year cycle for future say-on-pay votes, signaling acceptance of the current pay framework and a less frequent review cadence.

On governance, investors declined to adopt a classified Board with staggered two-year terms, keeping director elections on the current basis rather than moving to a more entrenched structure. In contrast, they granted the Board flexibility to implement a reverse stock split at a ratio between 1-for-2 and 1-for-20 and approved additional share issuances tied to Series G preferred stock, amended Series A and B warrants, and senior secured convertible notes, in an amount equal to or above 19.99% of common stock outstanding immediately before the Exchange Agreement. These approvals provide tools to manage listing requirements and existing financing arrangements, while the rejection of board classification preserves a more direct line of accountability through elections.

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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): December 18, 2025

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. ¨ 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 18, 2025, XWELL, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the eight proposals described below.

As of November 6, 2025, the record date for the Annual Meeting, there (i) were 5,766,703 shares of common stock, par value $0.01 per share (the “Common Stock”) and (ii) 4,000 shares of Series G Preferred Stock (as defined herein), outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 4,049,638 (66.89%) of the total outstanding shares of common stock were represented in person or by proxy.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: The following five nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the 2026 Annual Meeting of Stockholders or until his or her respective successors have been duly elected and qualified, or until his or her earlier resignation or removal, having received the following votes:

Name		For				Withheld				Broker Non-Votes
Ezra Ernst			2,318,830				211,636				1,806,432
Bruce Bernstein			2,052,900				477,565				1,806,432
Robert Weinstein			1,943,374				587,092				1,806,432
Gaëlle Wizenberg			2,141,245				389,221				1,806,432
Michael Lebowitz			1,965,501				564,965				1,806,432

Proposal 2: The appointment of CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, having received the following votes:

For				Against				Abstentions				Broker Non-Votes
	3,641,953				378,367				29,317				-

Proposal 3: The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis, having received the following votes:

For				Against				Abstentions				Broker Non-Votes
	1,984,789				540,408				5,269				1,806,432

Proposal 4: The frequency of the Company’s future non-binding advisory votes of the stockholders’ approval of the executive compensation of the Company, was approved on a non-binding, advisory basis, for every three years, having received the following votes:

Three Years				Two Years				One Year				Abstain				Broker Non-Votes
	1,470,510				12,899				860,169				186,888				1,806,432

Proposal 5: The amendment to the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to classify the Board into two classes, with the directors in each class to serve staggered two-year terms, was not approved, having received the following votes:

For				Against				Abstentions				Broker Non-Votes
	1,789,561				721,530				19,375				1,806,432

Proposal 6: The amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, at a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Board in its discretion and included in a public announcement, was approved, having received the following votes:

For				Against				Abstentions				Broker Non-Votes
	3,126,359				918,089				5,190				1,806,432

Proposal 7: The issuance of, for purposes of complying with Nasdaq Listing Rule 5635(d), (A) any additional shares of Common Stock underlying (i) shares of Series G Convertible Preferred Stock, par value $0.01 per share (as adjusted by that certain Certificate of Amendment, dated November 4, 2025, the “Series G Preferred Stock”), (ii) the amended and restated series A warrants to purchase shares of Common Stock (the “Amended and Restated Series A Warrants”), (iii) the amended and restated series B warrants to purchase shares of Common Stock (the “Amended and Restated Series B Warrants,” and together with the Amended and Restated Series A Warrants, the “Warrants”), and (B) shares of Common Stock underlying the Senior Secured Convertible Notes (the “Notes”), in each case, issued by the Company pursuant to the terms of that certain Securities Exchange and Amendment Agreement, dated as of November 3, 2025, by and among the Company and the investors named therein (the “Exchange Agreement”), in an amount equal to or in excess of 19.99% of Common Stock outstanding immediately prior to the date of the Exchange Agreement (including any amortization and/or dividends made to the holders of the Series G Preferred Stock and the Notes, as the case may be, in the form of issuance of shares of Common Stock pursuant to certain provisions applicable to such Series G Preferred Stock, the Warrants and the Notes in accordance with their terms) and, in case of the Series G Preferred Stock and the Warrants, at a conversion or exercise price per share, as applicable, lower than such prices previously approved by stockholders, was approved, having received the following votes:

For				Against				Abstentions				Broker Non-Votes
	1,700,569				530,197				12,440				1,806,432

Proposal 8: The adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals, having received the following votes:

For				Against				Abstentions				Broker Non-Votes
	3,228,340				802,786				18,512				-

For more information about the foregoing proposals, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on November 17, 2025, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

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.

	XWELL, INC.
Date: December 18, 2025	By:	/s/ Ezra T. Ernst
	Name:	Ezra T. Ernst
	Title:	President and Chief Executive Officer

FAQ

What did XWEL stockholders approve at the 2025 Annual Meeting?

Stockholders of XWELL, Inc. (XWEL) approved the reelection of all five director nominees, ratified CBIZ CPAs, P.C. as auditor for the year ending December 31, 2025, supported the advisory vote on executive compensation, chose a three-year frequency for future say-on-pay votes, authorized a potential reverse stock split in a range of 1-for-2 to 1-for-20, and approved additional share issuances related to existing preferred stock, warrants, and notes.

Which XWEL proposals were not approved by stockholders?

Stockholders did not approve the amendment to XWELL, Inc.'s Certificate of Incorporation that would have classified the Board into two classes with staggered two-year terms. This proposal received 1,789,561 votes for, 721,530 against, and 19,375 abstentions, along with 1,806,432 broker non-votes, and therefore did not obtain the necessary support.

Did XWEL approve a reverse stock split at the 2025 Annual Meeting?

Yes. Stockholders approved an amendment allowing the Board of XWELL, Inc. to effect a reverse stock split, at its discretion and prior to the one-year anniversary of the stockholders’ approval, at a ratio in the range of 1-for-2 to 1-for-20, with the exact ratio to be determined by the Board and disclosed in a public announcement.

How did XWEL investors vote on executive compensation and its frequency?

On a non-binding, advisory basis, stockholders approved the compensation of the named executive officers, with 1,984,789 votes for, 540,408 against, 5,269 abstentions, and 1,806,432 broker non-votes. They also approved holding future advisory votes on executive compensation every three years, with three-year frequency receiving 1,470,510 votes compared to 12,899 for two years, 860,169 for one year, and 186,888 abstentions.

What potential share issuances did XWEL stockholders authorize under Nasdaq Listing Rule 5635(d)?

Stockholders approved the potential issuance of additional common shares underlying Series G Convertible Preferred Stock, amended and restated Series A and Series B warrants, and Senior Secured Convertible Notes, all issued under the Securities Exchange and Amendment Agreement dated November 3, 2025. The authorization covers issuances in an amount equal to or in excess of 19.99% of the common stock outstanding immediately prior to that agreement, including shares issued as amortization or dividends where applicable.

How many XWEL shares were entitled to vote at the 2025 Annual Meeting and what was the turnout?

As of the record date of November 6, 2025, there were 5,766,703 shares of common stock and 4,000 shares of Series G Preferred Stock outstanding and entitled to vote on each matter. At the Annual Meeting, 4,049,638 shares of common stock, or 66.89% of the total outstanding common shares, were represented in person or by proxy.