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. completed a private placement of 31,333 shares of Series H Convertible Preferred Stock, initially convertible into up to 66,665,957 shares of common stock, together with warrants to purchase up to 66,665,957 shares of common stock, for aggregate gross proceeds of $31,333,000. Part of these proceeds funded a $9,000,000 repurchase of outstanding Series G preferred stock, related warrants, and senior secured convertible notes held by prior investors. The company also filed a Certificate of Designations creating the Series H preferred stock and a Certificate of Elimination that removed the Series G preferred stock designation, returning 4,000 Series G shares to authorized but unissued status.
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.