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.
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. used this report to explain that it opened but immediately adjourned its 2025 Annual Meeting of Stockholders on September 16, 2025, without conducting any business, in order to give investors more time to review and vote on its proposals.
The meeting will reconvene virtually on October 10, 2025, at 10:00 a.m. Eastern Time, and the record date to determine who may vote remains July 25, 2025. The new proxy voting cutoff for shares held directly is October 9, 2025, at 11:59 p.m. Eastern Time, and all proxies already submitted will continue to be valid unless stockholders choose to change or revoke their votes.
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.