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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):
September 16, 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 September 16, 2025, XWELL, Inc. (the “Company”)
opened and adjourned its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to allow more time for voters
to consider and vote on the Company’s proposals as set forth in the Proxy Statement (as defined below), without any business being
conducted. The Annual Meeting will be reconvened virtually with respect to all proposals at 10:00 a.m. Eastern Time on Friday, October
10, 2025 (the “Reconvened Annual Meeting”), at www.virtualshareholdermeeting.com/NAOV2025SM2. The record date
for determining shareholders eligible to vote at the Reconvened Annual Meeting remains unchanged as the close of business on July 25,
2025 (the “Record Date”).
The new proxy deadline date for the Reconvened
Annual Meeting is 11:59 p.m. Eastern Time on October 9, 2025, for shares held directly. Proxies deposited to date will remain valid for
the Reconvened Annual Meeting. Any shareholders who have not already voted can also vote prior to the new proxy deadline date or online
at the Reconvened Annual Meeting. Stockholders who have already duly submitted voting instructions for the Annual Meeting do not need
to take any further action unless they wish to change or revoke their vote.
Additional Information and Where to Find It
The Company has filed with the Securities and
Exchange Commission (the “SEC”) on August 8, 2025, a Definitive Proxy Statement (as supplemented on August 8,
2025, and August 11, 2025, on Schedule 14A, the “Proxy Statement”) in connection with the Annual Meeting, and
has mailed the Proxy Statement to its stockholders of record as of the Record Date. Investors and security holders of the Company are
advised to read the Proxy Statement and any supplements and amendments thereto, because these documents contain important information
about the Meeting and the Company. Stockholders will also be able to obtain copies of the Proxy Statement, without charge, as set forth
in the Proxy Statement.
Participants in the Solicitation
The Company and its directors and executive officers
may be considered participants in the solicitation of proxies with respect to the Annual Meeting under the rules of the SEC. Information
about the directors and executive officers of the Company and a description of their interests in the Company are set forth in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 15, 2025 (as amended, the “Annual
Report”), and the Proxy Statement, which was filed with the SEC on August 8, 2025. These documents can be obtained free
of charge as set forth in the Proxy Statement.
Forward-Looking Statements
Certain statements made in this Current Report
are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the
Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company to consummate
a business combination within the time provided in the Company’s amended and restated memorandum and articles of association; the
level of redemptions made by the Company’s shareholders in connection with the Meeting and its impact on the amount of funds available
in the Company’s trust account to complete an initial business combination; and those factors discussed in the Annual Report under
the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
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: September 17, 2025 |
By: |
/s/ Ezra T. Ernst |
| |
Name: |
Ezra T. Ernst |
| |
Title: |
President and Chief Executive Officer |
