XWELL (NASDAQ: XWEL) notifies SEC of late 2025 Form 10-K filing

Rhea-AI Filing Summary

XWELL, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company says additional time is needed to compile and review supporting documentation and expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The notification is signed by CEO Ezra T. Ernst on March 31, 2026.

Key Figures

Fiscal period end: December 31, 2025 Extension window: 15 calendar days Notification date: March 31, 2026

3 metrics

Fiscal period end December 31, 2025 Period covered by the delayed Form 10-K

Extension window 15 calendar days Anticipated delay allowance referenced under Rule 12b-25

Notification date March 31, 2026 Date the Form 12b-25 was signed by CEO Ezra T. Ernst

Key Terms

Form 12b-25, Form 10-K, fifteenth calendar day

3 terms

Form 12b-25 regulatory

"filed a Form 12b-25 notifying the SEC it cannot timely file"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

fifteenth calendar day regulatory

"will file the Form 10-K no later than the fifteenth calendar day"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
	For Period Ended: December 31, 2025
	¨ Transition Report on Form 10-K
	¨ Transition Report on Form 20-F
	¨ Transition Report on Form 11-K
	¨ Transition Report on Form 10-Q
	For the Transition Period Ended: ________________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

XWELL, INC.

Full name of Registrant

Former Name if Applicable

254 West 31^st Street, 11^th Floor

Address of Principal Executive Office (Street and Number)

New York, New York 10001

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

XWELL, Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) within the prescribed time period. Additional time is needed for the Company to compile and analyze supporting documentation in order to complete its financial statement preparation and review process to finalize the Form 10-K. The Company anticipates that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Ezra T. Ernst		646.389.3412
	(Name)		(Area Code) (Telephone Number)

	(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No
	(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

XWELL, INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	March 31, 2026		By:	/s/ Ezra T. Ernst
				Name: Ezra T. Ernst
				Title: Chief Executive Officer

FAQ

What did XWEL file with the SEC about its 2025 Form 10-K?

XWEL filed a Form 12b-25 notifying the SEC it cannot timely file its 2025 Form 10-K. It cited the need to compile and review supporting documentation and expects to file within the allowed 15 calendar day extension.

When does XWEL expect to file its 2025 Form 10-K?

XWEL expects to file the 2025 Form 10-K no later than the fifteenth calendar day following the prescribed due date. The company explicitly states it anticipates using the extension authorized under Rule 12b-25.

Does the Form 12b-25 state whether prior periodic reports are current for XWEL?

Yes. The notification indicates that all other required periodic reports under Sections 13 or 15(d) were filed during the preceding 12 months. The company checked 'Yes' to that question on the form.

Will XWEL report a significant change in results of operations for 2025?

No. The company indicated on the form that it does not anticipate any significant change in results of operations from the corresponding prior-year period that will be reflected in the delayed filing.