[8-K] XWELL, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

false 0001410428 0001410428 2025-11-06 2025-11-06 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): November 6, 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 5.08 Shareholder Director Nominations

On November 6, 2025, the Board of Directors of XWELL, Inc. (the “Company”) determined that the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) will be held on Thursday, December 18, 2025 at 10:00 a.m. (Eastern Time). The location of the 2025 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”).

Due to the fact that the date of the 2025 Annual Meeting has been changed by more than 30 days from the anniversary date of the 2025 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.

In accordance with the requirements contained in the Company’s Third Amended and Restated Bylaws (“Bylaws”), stockholders of the of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), must ensure that such proposal is received by the Company’s Corporate Secretary at 254 West 31st Street, 11th Floor, New York, New York, not later than the close of business on the later of November 17, 2025, which is the 10^th calendar date following the date hereof. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting.

Additionally, in accordance with the requirements contained in the Bylaws, stockholders of the Company who wish to bring business before the 2025 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s Bylaws) is received by the Company’s Chief Executive Officer at the address specified above no later than the close of business on November 17, 2025, which is the 10^th calendar date following the date hereof. Any such proposal must meet the requirements set forth in the Company’s Bylaws in order to be brought before the 2025 Annual Meeting.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by November 17, 2025, which is the 10^th calendar date following the date hereof.

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: November 7, 2025	By:	/s/ Ezra T. Ernst
	Name:	Ezra T. Ernst
	Title:	President and Chief Executive Officer

FAQ

When is XWEL's 2025 Annual Meeting of Stockholders?

The meeting is scheduled for December 18, 2025 at 10:00 a.m. Eastern Time.

What is the deadline to submit a Rule 14a-8 proposal to XWEL?

Stockholder proposals for inclusion under Rule 14a-8 must be received by November 17, 2025.

What is the deadline to submit director nominations under the universal proxy at XWEL?

Notices required by Rule 14a-19 must be provided by November 17, 2025.

Can XWEL stockholders bring business outside Rule 14a-8 at the 2025 meeting?

Yes. Written notice meeting the Bylaws’ requirements must be received by November 17, 2025.

Where will XWEL's 2025 meeting be held?

The meeting location will be stated in the company’s definitive proxy statement for the 2025 Annual Meeting.

Why did XWEL set new proposal deadlines for 2025?

The meeting date was changed by more than 30 days from last year’s anniversary date, triggering updated deadlines under the Bylaws.