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. reported financing and capital structure changes in its Form 10-Q. The company completed a $4.0 million private placement that issued 4,000 Series G Convertible Preferred shares (stated value $1,000 each) initially convertible into up to 2,673,797 common shares and issued Series A and B warrants to acquire up to 2,673,797 shares each. The Series G is classified as mezzanine equity, carries a liquidation preference of $3.6 million as of June 30, 2025, and is required to be redeemed in six equal quarterly installments beginning July 1, 2025, with options to pay amortization in cash at 107% or, subject to limits, in common stock at specified valuation mechanics. The company must maintain unrestricted cash equal to at least 200% of stated value plus accrued amounts. The warrants were amended and reclassified from liability to equity with a $2.7 million fair value reclassified to additional paid-in-capital on May 16, 2025. XWELL operates three segments: XpresSpa, XpresTest and Naples Wax Center. Several fair-value valuations and derivative bifurcations under ASC guidance are described in the filing.
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.
XWELL (XWEL) will hold its 2025 annual meeting virtually on 16 Sept 2025 @ 10:00 a.m. ET. Owners of 4,000 common shares and 5,756,703 Series G preferred (voting on an as-converted basis) will vote on eight proposals:
- Elect five directors.
- Ratify CBIZ CPAs as 2025 auditor (2024 fees $613k).
- Non-binding Say-on-Pay.
- Advisory choice on pay-vote frequency; board favors “every three years.”
- Charter amendment to create a two-class board with staggered two-year terms.
- Reverse stock split authorization (1-for-2 to 1-for-20) within one year to regain Nasdaq $1 bid; a deficiency notice was received 13 May 2025 with a cure deadline of 10 Nov 2025.
- Adjournment authority if needed.
Board recommends FOR all items except Proposal 4, where it recommends “EVERY THREE YEARS.” Record date: 25 Jul 2025; quorum: 33.33% of voting power. Brokers may vote only on auditor, reverse split and adjournment. Reverse split would not alter authorized shares but would proportionally reduce outstanding shares; odd-lot creation, reduced liquidity and potential market-cap decline are cited risks. The classified board could enhance continuity and deter hostile takeovers but limits shareholder influence.
XWELL, Inc. (Nasdaq: XWEL) has filed Amendment No. 3 to its Form S-3 shelf, registering 30,440,060 common shares for resale by prior investors.
The shares relate to a January 14 2025 private placement comprising: (i) 4,000 Series G convertible preferred shares translating into 23,952,096 conversion shares at a floor price of $0.167; (ii) 5,347,594 shares underlying cash-exercise warrants (Series A at $1.496, Series B at $1.7952); and (iii) up to 1,140,370 dividend shares accruing at 8 % per annum, compounded quarterly, through July 2030.
The registered amount equals roughly 557 % of the company’s outstanding common stock as of June 18 2025, signalling the potential for substantial dilution if all securities are issued. Proceeds from any resale go to the selling stockholders; XWELL would receive funds only if warrants are exercised for cash, earmarked for general corporate purposes. No underwriter is engaged, and sales may occur on Nasdaq or in private transactions.
XWELL is a non-accelerated, smaller-reporting company. Its shares last traded at $0.9039 on June 18 2025.