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. is asking stockholders to vote at a virtual annual meeting on December 18, 2025, at 10:00 a.m. Eastern Time, open to holders of common stock and Series G preferred stock as of November 6, 2025.
Key proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor for 2025, approving executive compensation and the frequency of future say‑on‑pay votes, and amending the charter to classify the board into two staggered classes with two‑year terms.
Stockholders are also asked to approve a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑20, at the board’s discretion, primarily to help maintain Nasdaq listing standards, and an Issuance Proposal under Nasdaq Listing Rule 5635(d) to allow issuance of additional shares, including those underlying Series G preferred stock, warrants and senior secured convertible notes, in an amount equal to or above 19.99% of the common stock outstanding immediately before the related exchange agreement. The board unanimously recommends voting in favor of all proposals and “every three years” for say‑on‑frequency.
XWELL, Inc. reported lower Q3 2025 results and disclosed “substantial doubt” about its ability to continue as a going concern. Revenue was $7,345k (down from $8,422k), with a net loss of $724k versus a $4,750k loss a year earlier as operating expenses fell. Year to date, the company recorded a net loss of $6,851k.
Liquidity remains tight. Cash and cash equivalents were $3,987k at September 30, 2025, while net cash used in operating activities was $8,671k for the nine months. The balance sheet shows total assets of $21,742k, liabilities of $18,345k, and temporary equity of $331k from the Series G preferred.
In January 2025, XWELL raised $4,000k via Series G convertible preferred and issued Series A and B warrants for a combined 5,347,594 shares. The preferred carries an 8% dividend and is scheduled for six equal quarterly redemptions beginning July 1, 2025. As of November 11, 2025, 5,766,703 common shares were outstanding.
XWELL, Inc. set its 2025 Annual Meeting of Stockholders for December 18, 2025 at 10:00 a.m. Eastern Time. The meeting location will be provided in the definitive proxy statement.
Because the meeting date was moved by more than 30 days from last year’s anniversary, the company established new deadlines. Stockholders must deliver proposals for inclusion under Rule 14a-8, any other business under the Bylaws, or notices under the universal proxy Rule 14a-19 by November 17, 2025. Submissions should be sent to the addresses specified for the Corporate Secretary or Chief Executive Officer as outlined.
XWELL, Inc. filed a preliminary proxy for its virtual 2025 annual meeting on December 18, 2025 at 10:00 a.m. Eastern Time. Stockholders will vote on eight proposals, including electing five directors, ratifying CBIZ CPAs P.C. as auditor, an advisory say‑on‑pay, and an advisory vote on pay frequency.
The board seeks approval to classify the board into two classes with staggered two‑year terms and to authorize a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑20, at the board’s discretion. The proxy also requests approval, for Nasdaq Listing Rule 5635(d) compliance, to permit the issuance of securities tied to the Series G Preferred Stock, Amended and Restated Series A and B Warrants, and Senior Secured Convertible Notes in an amount at or above 19.99% of common stock outstanding immediately prior to the Exchange Agreement, and at lower conversion or exercise prices for certain instruments as specified.
The board recommends voting FOR all proposals (and EVERY THREE YEARS for pay frequency). Record date is November 6, 2025. Shares outstanding and entitled to vote were 5,766,703 common and 4,000 shares of Series G Preferred as of the record date.
XWELL, Inc. entered a Securities Exchange and Amendment Agreement to swap a portion of its outstanding Series G preferred (including accrued dividends) equal to $1,553,806.00 in aggregate Stated Value for senior secured convertible notes totaling $3,387,138.80. The notes bear 8.0% quarterly-compounded interest, mature in three years and four months, and are initially convertible at $1.00 per share.
The company will seek stockholder approval by December 31, 2025 for issuances above Nasdaq Rule 5635(d) thresholds. Quarterly redemptions begin on April 1, 2026, payable in cash at 107% of the installment amount or, subject to limits, in shares using a formula tied to the lower of the conversion price and VWAP thresholds. The Series G conversion price and the Series A and B warrant exercise prices are reduced to $1.00, and new price-based anti‑dilution adjustments apply. Covenants include maintaining at least $1,000,000 in cash and a $1,350,000 segregated account, with conversions capped at 4.99% ownership (electable up to 9.99% after notice).
XWELL, Inc. reported that it has canceled its 2025 annual meeting of stockholders, which had been opened and adjourned from September 16, 2025 to October 10, 2025. The company is also withdrawing from stockholder consideration all proposals that were described in its definitive proxy statement filed on August 8, 2025. XWELL plans to reschedule the annual meeting for a later date and intends to file a new proxy statement with the SEC before holding that future meeting.
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.