Welcome to our dedicated page for XWELL SEC filings (Ticker: XWEL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The XWELL, Inc. (Nasdaq: XWEL) SEC filings page provides access to the company’s official regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents offer detailed information about XWELL’s capital structure, governance, stockholder actions, and financial reporting as a global wellness holding company with brands such as XpresSpa, Naples Wax Center, XpresCheck, and HyperPointe.
Through its current reports on Form 8-K, XWELL discloses material events including notices from The Nasdaq Stock Market regarding minimum bid price compliance, actions taken to regain or maintain compliance, and updates on annual meeting scheduling and outcomes. Other 8-K filings describe entry into material definitive agreements, such as transactions involving Series G Convertible Preferred Stock, amended and restated warrants, and senior secured convertible notes, along with related amendments to the company’s certificate of designations and capital structure.
XWELL’s definitive proxy statements on Schedule 14A provide insight into corporate governance matters. These filings outline proposals presented to stockholders, including the election of directors, ratification of the independent registered public accounting firm, advisory votes on executive compensation and its frequency, potential board classification, reverse stock split proposals, and adjournment proposals. The proxy materials also explain record dates, virtual meeting procedures, and voting requirements.
Investors can use this page to locate annual meeting results reported on Form 8-K, which summarize how stockholders voted on director elections, auditor ratification, compensation advisory votes, capital structure changes, and share issuance approvals under Nasdaq Listing Rule 5635. Filings also document the company’s responses to Nasdaq listing notices and the status of its listing on The Nasdaq Capital Market.
Stock Titan’s platform supplements these filings with AI-powered tools that help interpret complex documents such as 8-Ks and proxy statements. While the underlying filings remain the authoritative source, AI-generated summaries can highlight key terms of financing arrangements, reverse stock split approvals, and governance changes, making it easier to understand how XWELL’s regulatory disclosures relate to its wellness, biosecurity, and capital markets strategies.
XWELL, Inc. director Robert Weinstein reported an equity compensation grant. He acquired 100,000 shares of Common Stock in the form of restricted stock units (RSUs), bringing his reported direct holdings to 215,231 shares after the award.
The 100,000 RSUs will vest on the thirtieth day following the grant date, as long as he continues to be employed by, or provide services to, the company. The grant was conditioned on the closing of a securities purchase agreement dated February 24, 2026, which closed on February 27, 2026.
Lebowitz Michael reported acquisition or exercise transactions in this Form 4 filing.
XWELL, Inc. director Michael Lebowitz reported an equity award of 100,000 shares of Common Stock in the form of restricted stock units (RSUs). These RSUs will vest on the 30th day after the grant date, provided he continues to be employed by or provide services to the company.
The award was granted subject to the closing of a securities purchase agreement dated February 24, 2026, which closed on February 27, 2026. Following this grant, Lebowitz is shown as directly owning 211,122 shares of the company’s common stock.
Ernst Ezra reported acquisition or exercise transactions in this Form 4 filing.
XWELL, Inc. reported that President and CEO Ernst Ezra received a grant of 100,000 restricted stock units (RSUs) representing common stock. These RSUs vest on the 30th day after the grant date, as long as he continues to work for or provide services to the company.
The grant was conditioned on the closing of a securities purchase agreement dated February 24, 2026, with closing occurring on February 27, 2026. After this award, Ezra directly holds 201,130 shares of the company’s common stock.
Bernstein Bruce reported acquisition or exercise transactions in this Form 4 filing.
XWELL, Inc. director Bruce Bernstein reported an award of 100,000 shares of common stock in the form of restricted stock units. These RSUs were granted at a price of $0.00 per share and will vest on the thirtieth day following the grant date if he continues to serve the company.
The award was granted subject to the closing of a securities purchase agreement dated February 24, 2026, with closing occurring on February 27, 2026. Following this grant, Bernstein directly holds 339,882 shares of XWELL common stock.
Wizenberg Gaelle Sandra reported acquisition or exercise transactions in this Form 4 filing.
XWELL, Inc. director Gaelle Sandra Wizenberg reported an equity award of 100,000 shares of common stock in the form of restricted stock units. The RSUs were granted on February 27, 2026, bringing her reported direct holdings to 190,698 common shares after the grant.
The 100,000 RSUs will fully vest on the thirtieth day after the grant date if she continues to be employed by, or provide services to, XWELL. The grant was conditioned on the closing of a securities purchase agreement dated February 24, 2026, which closed on February 27, 2026.
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. is asking stockholders to vote at a virtual annual meeting on December 18, 2025, at 10:00 a.m. Eastern Time, open to holders of common stock and Series G preferred stock as of November 6, 2025.
Key proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor for 2025, approving executive compensation and the frequency of future say‑on‑pay votes, and amending the charter to classify the board into two staggered classes with two‑year terms.
Stockholders are also asked to approve a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑20, at the board’s discretion, primarily to help maintain Nasdaq listing standards, and an Issuance Proposal under Nasdaq Listing Rule 5635(d) to allow issuance of additional shares, including those underlying Series G preferred stock, warrants and senior secured convertible notes, in an amount equal to or above 19.99% of the common stock outstanding immediately before the related exchange agreement. The board unanimously recommends voting in favor of all proposals and “every three years” for say‑on‑frequency.