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. 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.