Every 8-K that XWELL, Inc. (XWEL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XWEL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XWEL filings page.
XWELL, Inc. received a Nasdaq notice that it is not in compliance with the $1.00 minimum bid-price requirement, based on its closing bid price for 30 consecutive business days from August 25 through October 6, 2026. XWELL has 180 calendar days, through April 5, 2027, to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days, unless Nasdaq staff requires a longer period.
If XWELL chooses a reverse stock split to regain compliance, it must complete it no later than 10 business days before April 5, 2027. If the closing bid price is $0.10 or less for 10 consecutive trading days during the compliance period, Nasdaq will issue a Staff Delisting Determination. The notice does not immediately affect trading: XWELL common stock remains listed on The Nasdaq Capital Market. XWELL may be eligible for a further 180-day period if it meets additional listing conditions and gives Nasdaq written notice of its plan to cure; the company says there is no assurance it will regain compliance.
XWELL, Inc. (XWEL) said its subsidiary XpresTest repurchased 279.5 shares of XpresTest common stock granted as restricted stock awards for approximately $2.7 million, or $9,634.09 per share, on October 8, 2026. The repurchased shares included 107 held by Bruce T. Bernstein, Chairman of the Board; 55 held by Ezra T. Ernst, President and Chief Executive Officer; and 10 held by Ian Brown, Chief Financial Officer, five of which vested in connection with the repurchase. Five other employees or service providers held the remaining 107.5 shares.
All XpresTest RSAs that had not already vested became fully vested; none remain outstanding, and XWELL owns all issued and outstanding XpresTest shares. The repurchases occurred early with the consent of Buyer Express Wellness Group, LLC, ahead of the proposed Sale. Under the July 6, 2026 Purchase Agreement, XWELL is to sell its equity interests in XpresSpa Holdings, LLC and XpresTest to the Buyer, subject to the agreement’s conditions. The repurchase price matches the per-share amount agreed under that agreement. Paid amounts are excluded from unpaid sale expenses, which otherwise reduce the Buyer’s purchase price dollar-for-dollar.
XWELL, Inc. reported governance changes involving its Board of Directors. On August 3, 2026, President and Chief Executive Officer Ezra T. Ernst resigned from the Board and its committees, effective the same day, while continuing in his executive roles; the company states his resignation did not involve any disagreement over operations, policies or practices.
On the same date, the Board appointed Gerard Reid as a director to fill the vacancy. Reid, a global advisor in energy transition, infrastructure and capital markets, will participate in the non-employee director compensation policy with an annual cash fee of $35,000. A press release dated August 5, 2026 highlights his extensive strategic and capital-markets experience.
XWELL, Inc. has signed a definitive agreement to sell all of its equity interests in XpresSpa Holdings and XpresTest to Express Wellness Group, an affiliate of Face Haus, for a base purchase price of $13,000,000, subject to customary adjustments.
At closing, $2,650,000 of the purchase price will be placed in escrow to secure post-closing obligations, and XWELL will retain its health and wellness retail locations outside airports. The company frames the divestiture as part of a strategic restructuring and a pivot toward opportunities in the national security sector, with proceeds expected to support future growth initiatives.
The transaction requires approval by a majority of XWELL’s outstanding common shares and satisfaction of closing conditions, including no material adverse effect on the target businesses, minimum cash levels, and specified third-party consents. Mutual termination fee structures and a limited guaranty from Face Haus’ parent help bind both parties to the agreed terms.
XWELL, Inc. filed an amended report to clarify how often it will hold advisory stockholder votes on executive compensation, known as Say-on-Pay Votes. After stockholders indicated a preference for annual votes at the December 18, 2025 Annual Meeting, the board decided on April 9, 2026 to hold these votes every year.
The board plans to re-evaluate this annual frequency after the next stockholder advisory vote on Say-on-Pay frequency, expected at the 2031 Annual General Meeting of Stockholders unless the matter is presented earlier.
XWELL, Inc. reported its financial results for the fiscal year ended December 31, 2025 and provided a corporate update. The company highlighted expansion of its wellness centers beyond airports, including a new Penn Station location in New York and new sites in Florida tied to its Orlando Magic partnership.
XWELL also emphasized its global biosecurity efforts through the Traveler-based Genomic Surveillance Program with the CDC and partners, recently extended for three years. As of December 31, 2025, it reported approximately $2.6 million in cash and cash equivalents and total current assets of about $5.9 million, with no long-term debt.
After year-end, XWELL entered a private placement securities purchase agreement with American Ventures, LLC, generating approximately $31.3 million in gross proceeds. The company plans to use part of this capital to repurchase certain notes, redeem its Series G preferred stock and certain warrants, and fund general corporate purposes and working capital.
XWELL, Inc. completed a private placement of 31,333 shares of Series H Convertible Preferred Stock, initially convertible into up to 66,665,957 shares of common stock, together with warrants to purchase up to 66,665,957 shares of common stock, for aggregate gross proceeds of $31,333,000. Part of these proceeds funded a $9,000,000 repurchase of outstanding Series G preferred stock, related warrants, and senior secured convertible notes held by prior investors. The company also filed a Certificate of Designations creating the Series H preferred stock and a Certificate of Elimination that removed the Series G preferred stock designation, returning 4,000 Series G shares to authorized but unissued status.
XWELL, Inc. entered into a private placement of Series H Convertible Preferred Stock and warrants expected to raise approximately $31.3 million in gross proceeds. The preferred stock is initially convertible into 66,666,669 common shares at $0.47 per share, with matching 66,666,669-share warrants exercisable at $0.345 for three years.
The company plans to use $9 million of the proceeds to repurchase about $5.96 million of senior secured convertible notes, redeem all outstanding Series G Preferred Stock, and retire 8,800,000 existing warrants. Remaining funds will support general corporate purposes and working capital.
XWELL will file a registration statement to register the resale of common shares underlying the new preferred stock and warrants. Directors will receive an aggregate 500,000 restricted common shares that vest 30 days after the private placement closing, and key shareholders and insiders agreed to a three‑month lock-up on most share sales.
XWELL, Inc. reported the final voting results from its 2025 Annual Meeting of Stockholders. All five director nominees were reelected to serve until the 2026 annual meeting, and stockholders ratified CBIZ CPAs, P.C. as the independent auditor for the fiscal year ending December 31, 2025. Stockholders approved the advisory vote on executive compensation and chose to hold future advisory votes on pay every three years.
An amendment to classify the Board into two staggered classes was not approved. Stockholders approved an amendment allowing the Board, at its discretion, to implement a reverse stock split at a ratio between 1-for-2 and 1-for-20. They also approved the potential issuance of additional common shares related to Series G preferred stock, amended warrants, and senior secured convertible notes in an amount equal to or greater than 19.99% of the common stock outstanding immediately before the Exchange Agreement. A proposal to permit adjournment of the meeting, if needed, was also approved.
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.
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.
XWELL, Inc. entered a Securities Exchange and Amendment Agreement to swap a portion of its outstanding Series G preferred (including accrued dividends) equal to $1,553,806.00 in aggregate Stated Value for senior secured convertible notes totaling $3,387,138.80. The notes bear 8.0% quarterly-compounded interest, mature in three years and four months, and are initially convertible at $1.00 per share.
The company will seek stockholder approval by December 31, 2025 for issuances above Nasdaq Rule 5635(d) thresholds. Quarterly redemptions begin on April 1, 2026, payable in cash at 107% of the installment amount or, subject to limits, in shares using a formula tied to the lower of the conversion price and VWAP thresholds. The Series G conversion price and the Series A and B warrant exercise prices are reduced to $1.00, and new price-based anti‑dilution adjustments apply. Covenants include maintaining at least $1,000,000 in cash and a $1,350,000 segregated account, with conversions capped at 4.99% ownership (electable up to 9.99% after notice).
XWELL, Inc. reported that it has canceled its 2025 annual meeting of stockholders, which had been opened and adjourned from September 16, 2025 to October 10, 2025. The company is also withdrawing from stockholder consideration all proposals that were described in its definitive proxy statement filed on August 8, 2025. XWELL plans to reschedule the annual meeting for a later date and intends to file a new proxy statement with the SEC before holding that future meeting.
XWELL, Inc. used this report to explain that it opened but immediately adjourned its 2025 Annual Meeting of Stockholders on September 16, 2025, without conducting any business, in order to give investors more time to review and vote on its proposals.
The meeting will reconvene virtually on October 10, 2025, at 10:00 a.m. Eastern Time, and the record date to determine who may vote remains July 25, 2025. The new proxy voting cutoff for shares held directly is October 9, 2025, at 11:59 p.m. Eastern Time, and all proxies already submitted will continue to be valid unless stockholders choose to change or revoke their votes.
XWELL, Inc. filed a current report to note that on August 14, 2025 it issued a press release with its financial results for the quarter ended June 30, 2025 and a corporate update. The press release is included as Exhibit 99.1 to this report.
The company states that this earnings information is being furnished under the securities laws rather than formally filed, which limits certain legal liabilities. The report also highlights that the press release contains forward-looking statements and reminds readers that actual results may differ due to various risks described in XWELL’s other SEC filings.