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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):
August 14, 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 2.02 Results of Operations and Financial
Condition.
On August 14, 2025, XWELL, Inc. (the “Company”)
issued a press release announcing its financial results for the quarter ended June 30, 2025, and provided a corporate update. A copy of
this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of
Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 2.02 shall
not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Forward-Looking Statements
The press release includes forward-looking statements,
which may be identified by words such as “believes,” “expects,” “anticipates,” “estimates,”
“projects,” “intends,” “should,” “seeks,” “future,” “continue,”
or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the
forward-looking statements contained herein. The forward-looking statements in the press release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, the risks
and uncertainties and other factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission
(“SEC”), including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and proxy statements, registration statement and other documents filed by the Company from time to time with the SEC. The Company
expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information,
future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated August 14, 2025* |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
* This exhibit is furnished pursuant to Item 2.02 and shall not be
deemed to be “filed.”
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: August 14, 2025 |
By: |
/s/ Ezra T. Ernst |
| |
Name: |
Ezra T. Ernst |
| |
Title: |
President and Chief Executive Officer |
