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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):
July 6, 2026
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 1.01 | Entry into a Material Definitive Agreement. |
On July 6, 2026, XWELL, Inc., a Delaware corporation (“XWELL” or the “Company”),
entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among XWELL, XpresSpa Holdings,
LLC, a Delaware limited liability company (“XpresSpa”), XpresTest, Inc., a Delaware corporation (“XpresTest”
and, together with XpresSpa Holdings, the “Target Companies”), and Express Wellness Group, LLC, a Delaware
limited liability company (the “Buyer”), in accordance with the terms and subject to the conditions of which,
among other things, XWELL will sell, assign, transfer and convey to the Buyer all of XWELL’s equity interests in the Target Companies
(the “Sale”).
XpresSpa is engaged in operating a network of
retail spa locations in airports, offering travelers premium spa services including massage, nail and skin care, as well as spa and travel
products (the “XpresSpa Airport Business”). XpresTest is engaged in conducting bio surveillance monitoring,
including aircraft wastewater sampling and passenger nasal sampling, and multi-pathogen testing across collection locations at airports
(the “XpresTest Business”). XWELL’s health and wellness retail locations outside of airports (the “Retained
Ex-Airport Business”) will be retained by XWELL and are not included in the Sale.
Purchase Price
Under the terms of the Purchase Agreement, the
Buyer will pay XWELL a base purchase price of $13,000,000 (the “Base Purchase Price”), subject to customary
adjustments for net working capital, closing indebtedness, sale expenses and closing cash (as adjusted, the “Purchase Price”).
At the closing of the Sale, a portion of the Purchase Price, equal to $2,650,000 in the aggregate, will be deposited into escrow accounts
to secure certain of XWELL’s post-closing obligations with respect to any purchase price adjustments or indemnities.
Treatment of Certain Equity Awards
At the closing of the Sale, each outstanding
restricted stock award granted by XpresTest (the “XpresTest RSAs”) will become fully vested and will be cancelled
or repurchased by XpresTest for an amount in cash equal to (i) the number of shares of XpresTest common stock underlying such XpresTest
RSA multiplied by (ii) a per-share price to be mutually agreed by the Buyer and XWELL based on a valuation of XpresTest.
Representations and Warranties
The Purchase Agreement contains customary representations
and warranties of XWELL regarding XWELL, the Target Companies, the XpresSpa Airport Business, and the XpresTest Business. The Purchase
Agreement also contains customary representations and warranties of Buyer.
Covenants
The Purchase Agreement includes covenants of
the parties customary for transactions of this type, including, among others, covenants relating to (i) using reasonable best efforts
to consummate the transactions, (ii) no solicitation of alternative transactions by XWELL, subject to certain exceptions described
below, (iii) the conduct of the Target Companies’ businesses during the period between signing and closing, and (iv) a
five-year non-competition covenant.
Until the earlier of the closing of the Sale
and the valid termination of the Purchase Agreement in accordance with its terms, XWELL will be subject to customary “no-shop”
restrictions on its ability to solicit, initiate, encourage or facilitate any alternative acquisition proposals from third parties, participate
in discussions or negotiations with such third parties regarding such alternative acquisition proposals or provide nonpublic information
to such third parties. In addition, XWELL has agreed that, subject to certain exceptions, the Board will not withdraw its recommendation
that the XWELL’s stockholders vote to adopt and approve the Purchase Agreement. Notwithstanding the foregoing, if XWELL receives
an alternative acquisition proposals that did not result from a material breach of the non-solicitation provisions of the Purchase Agreement,
and the Board determines in good faith, after consultation with its outside legal counsel, that such proposal constitutes a Superior
Proposal (as defined in the Purchase Agreement) or is reasonably expected to lead to a Superior Proposal, then XWELL can participate
in discussions and negotiations regarding such alternative acquisition proposal if the failure to do so would reasonably be expected
to result in a breach of the directors’ fiduciary duties under applicable law, subject to the terms and conditions of the Purchase
Agreement.
The consummation of the Sale requires the affirmative
vote of holders of a majority of the outstanding shares of XWELL’s common stock (the “Stockholder Approval”).
XWELL is required to file a preliminary proxy statement (the “Proxy Statement”) with the SEC within 20 days
following the date of the Purchase Agreement.
Conditions to Closing
Consummation of the Sale is subject to certain
closing conditions, including, among other things, (i) the absence of any action or order preventing the transactions, (ii) the
Stockholder Approval, (iii) the accuracy of the parties’ respective representations and warranties, subject to applicable
materiality standards, (iv) the performance, in all material respects, by the parties of their respective covenants under the Purchase
Agreement, (v) the absence of a material adverse effect with respect to the Target Companies since the date of the Purchase Agreement,
(vi) satisfaction of certain minimum cash requirements, and (vii) the obtaining of certain third-party consents and approvals.
As of the date of the Purchase Agreement, neither
a debt commitment letter nor an equity commitment letter has been obtained by the Buyer. The Buyer has represented that, subject to the
funding of anticipated debt financing and equity capital contributed to the Buyer, the Buyer will have at the Closing the financial capability
and sufficient unrestricted funds available necessary to consummate the transactions contemplated by the Purchase Agreement. The Buyer
has agreed to use its reasonable best efforts to take all actions reasonably necessary to arrange and consummate equity financing and
debt financing on commercially reasonable terms and in an aggregate amount sufficient to fund the transactions contemplated by the Purchase
Agreement. Notwithstanding the foregoing, the Buyer’s obligations under the Purchase Agreement are absolute and unconditional,
are not contingent upon the Buyer’s or any other person’s ability to obtain financing, and the failure to obtain financing
does not excuse the Buyer’s obligation to consummate the Closing (subject solely to satisfaction of the closing conditions).
Termination
Either XWELL or the Buyer may terminate the Purchase
Agreement under certain specified circumstances, including, among others, if (i) the Sale has not been consummated by the 180th
day following the date of the Purchase Agreement, subject to up to two automatic 30-day extensions if the sole unsatisfied condition
is Stockholder Approval (the “Termination Date”), (ii) a governmental order makes the transactions illegal,
or (iii) Stockholder Approval is not obtained at a duly convened meeting. The Buyer may also terminate the Purchase Agreement if
there has been an uncured breach by XWELL or the Target Companies, or upon the occurrence of certain events relating to the Board’s
recommendation. XWELL may also terminate the Purchase Agreement if there has been an uncured breach by the Buyer, to accept a Superior
Proposal (subject to payment of the Buyer Termination Fee, (as defined below)), or if all conditions to Closing have been satisfied and
the Buyer fails to close within five business days after notice.
XWELL may, under certain circumstances, be required
to pay Buyer a termination fee equal to the greater of (A) $1,300,000 and (B) $650,000 plus the Buyer’s documented out-of-pocket
expenses (capped at $2,000,000 for expenses) (the “Buyer Termination Fee”). The Buyer Termination Fee will
become payable if the Purchase Agreement is terminated (i) by the Buyer because the Board has changed its recommendation that XWELL’s
stockholders vote to adopt and approve the Purchase Agreement, (ii) by XWELL in order to enter into a definitive agreement with
respect to an alternative transaction, (iii) by either party upon the failure to obtain the Stockholder Approval, (iv) by the
Buyer as a result of an uncured breach by XWELL or the Target Companies, (v) by either party upon the expiration of the Termination
Date at a time when the Buyer would otherwise be entitled to terminate as a result of one of the foregoing events, or (vi) by either
party upon the expiration of the Termination Date if, following the date of the Purchase Agreement and prior to such termination, an
alternative transaction proposal was made to or publicly announced with respect to XWELL and, within twelve (12) months after such termination,
XWELL consummates an alternative transaction.
The Buyer may, under certain circumstances, be
required to pay XWELL a termination fee equal to the greater of (A) $1,300,000 and (B) $650,000 plus XWELL’s documented
out-of-pocket expenses (capped at $2,000,000 for expenses) (the “Seller Termination Fee”). The Seller Termination
Fee will become payable if the Purchase Agreement is terminated (i) by XWELL as a result of an uncured breach by the Buyer of any
of its representations, warranties, covenants or agreements under the Purchase Agreement, or (ii) by XWELL if all conditions to
the closing have been satisfied (or are capable of being satisfied), XWELL has confirmed in writing that it is ready, willing and able
to close, and the Buyer fails to consummate the closing within five (5) business days following such notice.
Limited Guaranty
In connection with the Purchase Agreement, Face
Haus LLC, a Delaware limited liability company and the parent entity of the Buyer (the “Guarantor”) delivered
a limited guaranty in favor of XWELL (the “Limited Guaranty”). In accordance with the terms and subject to
the conditions set forth in the Limited Guaranty, the Guarantor unconditionally and irrevocably guarantees the due and punctual payment
and performance of certain obligations of the Buyer, including (i) payment of the Seller Termination Fee, (ii) payment or reimbursement
of financing cooperation expenses pursuant to the Purchase Agreement, (iii) certain other amounts that may become payable upon termination
of the Purchase Agreement, and (iv) payment of any monetary damages resulting from a Willful Breach (as defined in the Purchase
Agreement) by the Buyer of its financing obligations under the Purchase Agreement. The Guarantor’s aggregate liability under the
Limited Guaranty with respect to the Seller Termination Fee is capped at an amount equal to the Seller Termination Fee, and the Guarantor's
total aggregate liability under the Limited Guaranty may not exceed the Purchase Price. The Limited Guaranty will expire upon the closing.
Indemnification
The Purchase Agreement provides for customary
indemnification obligations. General claims for breaches of representations and warranties (other than fundamental representations) are
subject to a cap of $2,000,000. The Buyer is required to first seek recovery from the indemnity escrow funds before making direct claims
against XWELL for general representation and warranty claims.
Certain Other Agreements
Concurrently and in
connection with the execution of the Purchase Agreement, (i) each member of the Board and each executive officer of XWELL who holds
shares of XWELL’s common stock and (ii) American Ventures LLC Series XXIV XWELL (collectively, the “Support
Parties”) entered into Support Agreements (collectively, the “Support Agreements”), in accordance
with the terms and subject to the conditions of which the Support Parties have agreed to, among other things, vote all of their shares
of common stock in favor of the approval and adoption of the Purchase Agreement and the Sale, vote against any alternative transaction,
and be present at every stockholder meeting for quorum purposes. The Support Agreements also contain certain transfer restrictions and
non-solicitation provisions applicable to the Support Parties (solely in their capacity as stockholders of XWELL). American Ventures
LLC Series XXIV XWELL has also agreed in its Support Agreement to increase its maximum beneficial ownership threshold under its
Series H Convertible Preferred Stock (the “Series H Preferred”) to 19.99% and to convert its Series H
Preferred into shares of XWELL’s common stock prior to the record date for the stockholder meeting seeking Stockholder Approval.
In connection with the closing of the Sale, the
parties will enter into a Transition Services Agreement and an Escrow Agreement with Citibank, N.A., as escrow agent.
The preceding summaries
of the Purchase Agreement and Limited Guaranty do not purport to be complete and are qualified in their entirety by reference to the
Purchase Agreement and the Limited Guaranty, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K
and which are incorporated herein by reference. The preceding summary of the Support Agreements does not purport to be complete.
The Purchase Agreement
has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding
its terms. It is not intended to provide any other factual information about XWELL or the Target Companies or to modify or supplement
any factual disclosures about XWELL in its public reports filed with the SEC. The Purchase Agreement includes representations, warranties
and covenants of XWELL and the Buyer made solely for the purpose of the Purchase Agreement and solely for the benefit of the parties
thereto in connection with the negotiated terms of the Purchase Agreement. Investors should not rely on the representations, warranties
and covenants in the Purchase Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of
XWELL, the Target Companies, the Buyer or any of their respective affiliates. Moreover, certain of those representations and warranties
may not be accurate or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which
are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings
or may have been used for purposes of allocating risk among the parties to the Purchase Agreement, rather than establishing matters of
fact.
| Item 7.01. |
Regulation FD Disclosure. |
On July 6, 2026,
XWELL issued a press release announcing the entry into the Purchase Agreement. The press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced
in the press release is not incorporated herein by reference.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K and the
exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange
Act and Section 27A of the Securities Act) concerning the Company, the Buyer, the proposed Sale and other matters. These forward-looking
statements include express or implied statements relating to the structure, timing and completion of the proposed Sale; expectations
regarding the Purchase Price and adjustments thereto; the expected use of proceeds from the Sale; the Company’s ability to retain
and operate the Retained Ex-Airport Business following the Closing; the Company’s ability to consummate the Sale on the expected
timeline or at all; the expected benefits of the Sale to the Company and its stockholders; and other statements that are not historical
fact. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “will,” “would”
and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations
and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting
the Company, the Buyer or the proposed transactions will be those that have been anticipated.
The forward-looking statements contained in this
communication are based on current expectations and beliefs concerning future developments and their potential effects and therefore
subject to other risks and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible
failure to satisfy the conditions to the closing or consummation of the Sale, including the Company’s failure to obtain Stockholder
Approval, risks associated with the uncertainty as to the timing of the consummation of the Sale and the ability of each of the Company
and the Buyer to consummate the transactions contemplated by the Purchase Agreement, the failure or delay in obtaining required approvals
from any governmental or quasi-governmental entity necessary to consummate the Sale; the occurrence of any event, change or other circumstance
or condition that could give rise to the termination of the Purchase Agreement prior to the Closing; risks associated with the possible
failure to realize certain anticipated benefits of the Sale; the effect of the announcement or pendency of the Sale on the Company’s
business relationships, operating results and business generally; risks associated with the Company’s ability to manage expenses
and unanticipated spending and costs; risks related to the Company’s ability to retain key employees during the pendency of the
Sale; the outcome of any legal proceedings that may be instituted against the Company or any of its directors or officers related to
the Purchase Agreement or the transactions contemplated thereby; risks related to the diversion of management’s attention from
the Company’s ongoing business operations; and the Company’s ability to operate the Retained Ex-Airport Business following
the Closing. A discussion of these and other factors, including risks and uncertainties with respect to the Company, is set forth in
the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K (as amended by the Annual Report
on Form 10-K/A), as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this Current
Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will
be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety
by reference to the cautionary statements herein. The Company does not undertake or accept any duty to release publicly any updates or
revisions to any forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K and the
exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval
with respect to any securities or in respect of the proposed transactions or (ii) an offer to sell or the solicitation of an offer
to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Important Additional Information about the Proposed Transactions
Will be Filed with the SEC
This Current Report on Form 8-K and the
exhibits filed or furnished herewith are not substitutes for the proxy statement or for any other document that the Company may file
with the SEC in connection with the proposed Sale. In connection with the proposed Sale, the Company intends to file relevant materials
with the SEC, including a proxy statement. THE COMPANY URGES INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED SALE AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the
SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement
and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed
Sale.
Participants in the Solicitation
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed Sale. Information about
the Company’s directors and executive officers, including a description of their interests in the Company, is included in the Company’s
most recent Annual Report on Form 10-K for the year ended December 31, 2025 (as amended by the Annual Report on Form 10-K/A),
as filed with the SEC, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and other documents that may be filed from
time to time with the SEC. Additional information regarding these persons and their interests in the proposed Sale will be included in
the proxy statement relating to the proposed Sale when it is filed with the SEC. These documents can be obtained free of charge from
the sources indicated above.
| Item 9.01. | Financial Statements
and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Securities
Purchase Agreement, dated as of July 6, 2026, by and among XWELL, Inc., XpresSpa Holdings, LLC, XpresTest, Inc. and
Express Wellness Group, LLC. |
| 10.1 |
|
Limited
Guaranty, dated as of July 6, 2026, by and between Face Haus LLC and XWELL, Inc. |
| 99.1 |
|
Press
Release, issued on July 7, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Exhibits and/or schedules
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies
of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential
treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
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: July 9,
2026 |
By: |
/s/ Ezra
T. Ernst |
| |
Name: |
Ezra T. Ernst |
| |
Title: |
President and Chief Executive Officer |
Exhibit 99.1
XWELL Announces
Definitive Agreement to Divest XpresSpa and XpresTest Businesses
| · | Transformative
transaction intended to maximize stockholder value |
| · | Repositions
the Company to pursue a new strategic direction in the national security sector |
| · | Strengthens
the Company’s ability to deploy capital toward growth initiatives |
NEW YORK, DATE
(GLOBE NEWSWIRE) -- XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), a provider of wellness and biosecurity
solutions, and Face Haus, LLC (“Face Haus”), a leading skincare service
and product business, today announced that the Company has entered into a definitive agreement with an affiliate of Face Haus, Express
Wellness Group, LLC, under which XWELL will divest its XpresSpa Holdings, LLC and XpresTest, Inc. businesses for $13 million, subject
to certain closing adjustments.
The divestiture
is intended to maximize value for XWELL’s stockholders and help facilitate a transformative strategic restructuring of XWELL. As
the Company seeks to pursue a new direction in the national security sector, proceeds from the divestiture are expected to strengthen
the Company’s ability to deploy capital toward growth initiatives and support the Company’s long-term success.
XWELL’s health
and wellness operations at retail locations outside of airports are not included in the divestiture. In conjunction with the transaction,
XWELL will continue its efforts to streamline operations, reduce operating expenses, and allocate capital toward initiatives aligned
with its evolving business strategy.
Bruce Bernstein,
Chairman of the Board of the Company, stated, “This transaction represents an important milestone in the Company’s strategic
evolution. By simplifying our portfolio and strengthening our balance sheet, we believe XWELL will be better positioned to pivot and
pursue opportunities in the national security sector while maintaining financial discipline and creating long-term value for our stockholders.”
The transaction,
which is expected to close later in 2026, is subject to XWELL stockholder approval and the satisfaction of other closing conditions.
About
XWELL, Inc.
XWELL,
Inc. (Nasdaq: XWEL) is a global wellness company on a mission to liberate science-proven wellness for all. Through a portfolio of brands
that include XpresSpa®, Naples Wax Center®, and XpresCheck®, XWELL delivers accessible, real-world wellness across travel,
retail, and clinical settings. For more information on XWELL’s offerings, visit www.XWELL.com.
About
Face Haus
Face Haus is a
leading and innovative skincare service company that operates retail locations in Texas and California and provides wellness offerings
in several airport lounges across the U.S. The company also distributes and sells a full assortment of high quality skincare
products under the Face Haus brand. For more information on Face Haus, visit www.thefacehaus.com
Participants
in the Solicitation
The
Company and its directors and executive officers, and other members of management and employees, may be deemed to be participants in
the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation, and a description of their direct and indirect
interests, by security holdings or otherwise, will be set forth in the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Additional
Information and Where to Find It
This
communication is being made in connection with the proposed transaction. In connection with the proposed transaction, the Company intends
to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement. This communication
is not a substitute for the proxy statement or any other document that the Company may file with the SEC. STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders will be able to obtain the proxy statement and other
documents (when available) free of charge at the SEC’s website, www.sec.gov, or free of charge from the Company at www.XWELL.com
Forward-Looking
Statements
This
press release may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
include statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” or the negative of such terms, or other comparable terminology. Important factors that could cause actual results
to differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements include, without limitation: (i) the receipt of third-party approvals
and the satisfaction of other closing conditions in the anticipated timeframe or at all, including the possibility that the proposed
transaction does not close; (ii) risks related to the ability to realize the anticipated strategic, financial or other benefits
of the proposed transaction, including the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies
could impact the value, timing or advisability of the proposed transaction; and (iii) impacts to business operations of the separation
of business lines in scope for the divestiture. Forward-looking statements relating to expectations about future results or events are
based upon information available to XWELL as of the date of this press release, and are not guarantees of the future performance of the
Company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these
and other risks is contained in the Company’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking
statements concerning XWELL, or other matters and attributable to XWELL or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. XWELL does not undertake any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after the date hereof.
Media
Contact:
