XWELL, Inc. filings document an operating wellness and biosecurity company with Nasdaq-listed common stock and a portfolio that includes XpresSpa, XpresCheck, Naples Wax Center, and HyperPointe. Periodic and current reports cover operating results, audited financial statements, management discussion, brand-level revenue, cost structure, and corporate updates for its spa, waxing, wellness retail, and surveillance-related activities.
Material-event reports and proxy filings disclose capital-structure actions, including preferred stock and warrant financings, stockholder meeting results, say-on-pay frequency, director elections, governance proposals, and listing-compliance notices. The filing record also includes late-filing notices and annual meeting materials that describe voting securities, board matters, executive compensation, and shareholder approval items.
XWELL, Inc. reported Q2 2026 revenue of $7.1 million, down modestly from $7.7 million a year earlier, with six‑month revenue at $13.8 million versus $14.7 million in 2025. XpresTest drove most profit, while XpresSpa posted an operating loss and Naples Wax was modestly profitable.
The company recorded a Q2 2026 net loss attributable to common shareholders of $2.2 million and a six‑month loss of $13.4 million, significantly higher than the prior year, and used $9.1 million of cash in operating activities. However, a February 2026 private placement of $31.3 million of Series H preferred stock and warrants, netting $28.3 million, plus a $9.0 million repurchase of Series G preferred stock, notes and warrants, sharply reduced debt and derivative liabilities. Total liabilities fell to $12.3 million from $23.8 million, and total equity swung from a deficit of $12.8 million to positive $8.3 million.
Cash, cash equivalents and restricted cash increased to $12.3 million, and management states it believes current liquidity and expected cash flows are sufficient for at least the next twelve months. Subsequent to quarter‑end, XWELL agreed to sell its airport‑based XpresSpa and XpresTest entities for approximately $13.0 million in cash, pending shareholder approval, marking a strategic shift toward non‑airport wellness activities such as Naples Wax Center.
XWELL, Inc. received an amended Schedule 13G from Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page, updating their beneficial ownership disclosure for the company’s common stock.
The filing states that the reporting persons no longer own any shares of XWELL common stock as of June 30, 2026. Previously reported beneficial ownership percentages on the cover pages were approximately 5.5% for Richard Abbe (including certain entities) and 4.6% for Iroquois Capital Management and Kimberly Page, based on 8,444,266 XWELL shares outstanding as of May 14, 2026. The reporting persons describe complex investment advisory and control relationships among Iroquois Capital, Iroquois Master Fund Ltd., and Iroquois Capital Investment Group LLC and expressly disclaim beneficial ownership of shares except to the extent of their pecuniary interest.
XWELL, Inc. received an amended Schedule 13G from Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page stating that they no longer beneficially own any shares of XWELL common stock. Each reporting person reports 0 shares beneficially owned and 0% of the outstanding common stock.
The filing notes that these ownership percentages are based on 8,444,266 shares of XWELL common stock outstanding as of May 14, 2026, as reported in a prior quarterly report. The reporting persons also reiterate standard disclaimers that any prior beneficial ownership was only to the extent of their pecuniary interest in such shares.
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.
Bruce Bernstein, Chairman of the Board of XWELL, Inc., reports beneficial ownership of 602,556 shares of common stock, representing 6.9% of the class. This includes 307,991 shares held directly and 294,565 shares issuable upon exercise of stock options exercisable within sixty days.
His stake is based on 8,444,266 shares outstanding as of May 14, 2026, plus his exercisable options. Bernstein purchased 7,065 shares for approximately $21,097 with personal funds and also received multiple stock option and restricted stock awards for board service. Under a July 6, 2026 Support Agreement, he and other insiders agreed to vote all their shares in favor of a Securities Purchase Agreement under which XWELL will sell its equity interests in XpresSpa Holdings, LLC and XpresTest, Inc. to Express Wellness Group, LLC, vote against alternative transactions, and comply with transfer and non-solicitation restrictions. Bernstein states he may further buy, sell, or engage in extraordinary corporate transactions involving XWELL depending on business and market conditions.
XWELL, Inc. is asking stockholders to approve the sale of all equity interests in its airport-focused subsidiaries XpresSpa Holdings, LLC and XpresTest, Inc. to Express Wellness Group, LLC for a base cash purchase price of $13,000,000, subject to working capital, debt, expense and cash adjustments.
At closing, $2,650,000 of the price will go into escrow for purchase-price true‑up, indemnity and a specified arbitration matter. Holders of XpresTest restricted stock awards are expected to receive about $2.6 million in aggregate, reducing net proceeds to XWELL. The buyer will also obtain rights to the XWELL name and trademark, while XWELL retains its non‑airport wellness retail locations.
Completion requires approval of the Sale Proposal by a majority of outstanding common shares, plus other customary conditions, but is not contingent on buyer financing. XWELL plans to use net proceeds to fund the retained business and pursue potential strategic acquisitions or business combinations, rather than pay a dividend. Both parties may owe termination fees of at least $1.3 million if specified termination events occur.
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. Schedule 13G reports that Iroquois Capital Management LLC, together with related reporting persons Richard Abbe and Kimberly Page, are reporting beneficial ownership of common stock. The filing shows 354,467 shares held directly by Iroquois Master Fund Ltd. and 79,500 shares held directly by Iroquois Capital Investment Group LLC, for an aggregate 433,967 shares.
The filing states the share counts are measured against 8,444,266 shares outstanding as of May 14, 2026, producing disclosed ownership percentages of 4.20% and 5.14% on the cover rows. The Reporting Persons disclaim beneficial ownership except to the extent of any pecuniary interest; voting and dispositive powers are shown as shared or sole on the cover rows.
XWELL, Inc. reported a larger loss in the three months ended March 31, 2026 while materially improving its liquidity through new financing and liability reductions. Revenue was $6,638 thousand versus $7,023 thousand a year earlier, mainly from its XpresSpa, XpresTest and Naples Wax Center segments.
Net loss attributable to XWELL, Inc. was $11,202 thousand, compared with $4,719 thousand in the prior-year quarter, as higher general and administrative expenses and a $5,584 thousand loss from changes in derivative fair value weighed on results. Cash and cash equivalents rose to $16,800 thousand from $2,617 thousand after a February 2026 private placement of Series H Convertible Preferred Stock and warrants that generated net proceeds of $28,269 thousand.
The company used about $9,000 thousand of these proceeds to repurchase Series G preferred stock, convertible notes and warrants, simplifying its capital structure. Working capital swung to a surplus of $11,358 thousand from a deficit of $6,982 thousand, and management states it believes current cash and expected operating cash flows are sufficient to fund operations for at least the next twelve months.
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.