XWELL (NASDAQ: XWEL) gets Nasdaq warning on $1.00 bid, 180-day window

Rhea-AI Filing Summary

XWELL, Inc. reported that on December 1, 2025 it received a notice from Nasdaq stating its common stock failed to meet the required minimum bid price of $1.00 per share for 30 consecutive business days between October 17 and November 28, 2025. As a result, the company has 180 calendar days, until June 1, 2026, to regain compliance by achieving a closing bid of at least $1.00 for ten consecutive business days.

If XWELL does not regain compliance by that date, it may qualify for an additional 180-day period if it meets other Nasdaq listing standards and commits to curing the deficiency, potentially through a reverse stock split. Nasdaq could move to delist the stock if compliance is not restored or extended, although XWELL shares continue to trade on the Nasdaq Capital Market for now, subject to other listing requirements.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and potential delisting risk for XWELL common stock

Insights

Equity markets analyst

Nasdaq's notice creates delisting risk for XWELL, but defined cure periods and potential tools like a reverse split still exist.

Nasdaq notified XWELL on December 1, 2025 that its shares had closed below the minimum $1.00 bid price for 30 consecutive business days, triggering a compliance issue under Nasdaq Listing Rule 5550(a)(2). The company now has a 180-day compliance period, running through June 1, 2026, during which its stock must trade at or above a $1.00 closing bid for at least ten consecutive business days to resolve the deficiency.

If XWELL cannot meet this standard by the end of the initial window, it may still obtain a second 180-day period if it satisfies other initial listing criteria and formally indicates plans to cure, including by effecting a reverse stock split if necessary. The text notes that Nasdaq may proceed toward delisting if it believes the deficiency will not be cured or if XWELL is ineligible for more time, though the shares currently remain listed and trading on the Nasdaq Capital Market under existing requirements.

The key operational milestone is the end of the initial compliance period on June 1, 2026, after which Nasdaq will assess eligibility for any extension or initiate delisting procedures as outlined. Subsequent company disclosures would be needed to clarify whether actions such as a reverse stock split are pursued and whether additional compliance periods are granted.

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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 1, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 1, 2025, XWELL, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between October 17, 2025, to November 28, 2025, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until June 1, 2026 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

In order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for Nasdaq Capital, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities.

The letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other listing requirements of Nasdaq.

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 5, 2025	By:	/s/ Ezra T. Ernst
	Name:	Ezra T. Ernst
	Title:	President and Chief Executive Officer

FAQ

What did XWEL disclose about its Nasdaq listing status?

XWEL disclosed that Nasdaq notified the company on December 1, 2025 that its common stock no longer meets the minimum bid price requirement for continued listing.

What is Nasdaq's minimum bid price requirement for XWEL common stock?

The company stated that Nasdaq requires a minimum closing bid price of $1.00 per share for continued listing on the Nasdaq Capital Market.

How long does XWEL have to regain compliance with Nasdaq rules?

XWEL has a 180 calendar day compliance period, lasting until June 1, 2026, to regain compliance with Nasdaq's minimum bid price rule.

What must happen for XWEL to regain Nasdaq bid-price compliance?

The common stock must maintain a minimum closing bid price of $1.00 per share for at least ten consecutive business days during the compliance period.

Could XWEL receive more time to meet Nasdaq's bid-price rule?

If XWEL does not regain compliance by June 1, 2026, it may receive an additional 180 days if it meets other Nasdaq listing standards and indicates plans to cure the deficiency, which may include a reverse stock split.

Does the Nasdaq notice immediately affect trading of XWEL stock?

No. The company noted that the letter has no immediate impact on its listing, and the common stock continues to be listed and traded on the Nasdaq Capital Market, subject to other listing requirements.