XWELL (XWEL) cancels 2025 annual meeting and withdraws proxy proposals

Rhea-AI Filing Summary

XWELL, Inc. reported that it has canceled its 2025 annual meeting of stockholders, which had been opened and adjourned from September 16, 2025 to October 10, 2025. The company is also withdrawing from stockholder consideration all proposals that were described in its definitive proxy statement filed on August 8, 2025. XWELL plans to reschedule the annual meeting for a later date and intends to file a new proxy statement with the SEC before holding that future meeting.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

false 0001410428 0001410428 2025-10-09 2025-10-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 9, 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 8.01 Other Events.

On August 8, 2025, XWELL, Inc. (the “Company”) filed a definitive proxy statement on Schedule 14A (as amended and supplemented, the “Proxy Statement”) in connection with the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”), which was opened and adjourned on September 16, 2025, to October 10, 2025. The Company has determined to cancel the Annual Meeting and to withdraw from consideration by the Company’s stockholders the proposals set forth in the Proxy Statement. The Company will reschedule its Annual Meeting at a later date and will file a new proxy statement with the Securities and Exchange Commission in connection therewith.

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: October 9, 2025	By:	/s/ Ezra T. Ernst
	Name:	Ezra T. Ernst
	Title:	President and Chief Executive Officer

FAQ

What did XWELL (XWEL) announce in this 8-K filing?

XWELL, Inc. announced that it has canceled its 2025 annual meeting of stockholders and withdrawn all proposals that were included in its previously filed definitive proxy statement.

What happens to the 2025 XWELL annual meeting that was set for October 10, 2025?

The 2025 annual meeting, which had been opened and adjourned from September 16, 2025 to October 10, 2025, has been canceled and will not take place on that date.

What is XWELL doing with the proposals in its August 8, 2025 proxy statement?

XWELL is withdrawing from stockholder consideration all proposals that were set forth in the definitive proxy statement filed on August 8, 2025.

Will XWELL hold another annual meeting for 2025?

XWELL states that it will reschedule its annual meeting of stockholders at a later date, rather than proceeding with the previously scheduled meeting.

Will XWELL file new proxy materials for the rescheduled meeting?

Yes, XWELL plans to file a new proxy statement with the Securities and Exchange Commission in connection with the rescheduled annual meeting.

Does this filing describe any financial results or major transactions for XWELL (XWEL)?

No, the filing focuses on the cancellation of the 2025 annual meeting and the withdrawal of existing proxy proposals, with no financial results or major transactions described.