XWELL (XWEL) notifies SEC of delayed Q1 2026 10-Q; files NT 10-Q

Rhea-AI Filing Summary

XWELL, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says additional time is needed to compile and analyze supporting documentation to complete financial statement preparation and review. XWELL anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notice is signed by CEO Ezra T. Ernst on May 15, 2026.

Key Figures

Period end: March 31, 2026 Anticipated filing window: fifth calendar day Notification date: May 15, 2026

3 metrics

Period end March 31, 2026 Form 10-Q reporting period

Anticipated filing window fifth calendar day after the prescribed filing date for the Form 10-Q

Notification date May 15, 2026 date signed by CEO Ezra T. Ernst on Form 12b-25

Key Terms

Rule 12b-25, Form 10-Q, fifth calendar day

3 terms

Rule 12b-25 regulatory

"The reason described in reasonable detail in Part III of this form could not be eliminated"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

fifth calendar day regulatory

"The Company anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
	For Period Ended: March 31, 2026
	¨ 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 Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), 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-Q. The Company anticipates that it will file the Form 10-Q no later than the fifth 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	May 15, 2026		By:	/s/ Ezra T. Ernst
				Name: Ezra T. Ernst
				Title: Chief Executive Officer

FAQ

Why did XWEL file a Form 12b-25 for the March 31, 2026 Form 10-Q?

XWEL filed the Form 12b-25 because it needs extra time to compile and analyze supporting documentation for its financial statements. The company states this additional work prevents completing the Form 10-Q within the prescribed time.

When does XWEL expect to file the delayed Form 10-Q (XWEL)?

XWEL anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed filing date. The notification specifically cites the fifth calendar day as the target for submission.

Does XWEL expect the March 31, 2026 results to materially change year-over-year (XWEL)?

No. The company answered No when asked if a significant change in results of operations from the corresponding prior-year period is anticipated to be reflected in the subject report.

Has XWEL filed its other required periodic reports in the last 12 months (XWEL)?

Yes. On the Form 12b-25, XWEL certified that all other periodic reports required under Sections 13 or 15(d) were filed during the preceding 12 months or for the shorter required period.

Who signed the Form 12b-25 for XWEL and when?

The notification was signed by Ezra T. Ernst, Chief Executive Officer, on May 15, 2026, as shown on the filing's signature block.