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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XWELL, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2025 XWELL, Inc. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-347 |
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| August 14, 2025 |
XWELL Reports Second Quarter 2025 Results Exhibit 99.1 PRESS RELEASE XWELL Reports Second Quarter 2025 Results NEW YORK — August 14, 2025 – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a leading provider of wellness solutions for people on the go, today announced results for the second quarter ended June 30, 2025. From providing critical biosecurity support to building tech-forward wellness spaces in transportation hubs and loca |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 7, 2025 XWELL, Inc. |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): July 24, 2025 XWELL, Inc. |
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| July 25, 2025 |
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF XWELL, INC. Exhibit 99.1 FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF XWELL, INC. Pursuant to Article VII, Section 1, of the Certificate of Incorporation, as amended, of XWELL, Inc., a Delaware corporation (the “Corporation”), Article X of the Bylaws (the “Bylaws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the Bylaws of the |
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| July 3, 2025 |
XWELL, Inc. 30,440,060 Shares of Common Stock (and including up to 1,140,370 Dividend Shares) Filed Pursuant to Rule 424(b)(3) Registration No. 333- 284768 PROSPECTUS XWELL, Inc. 30,440,060 Shares of Common Stock (and including up to 1,140,370 Dividend Shares) This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of 30,440,060 shares of our common stock, par value $0.01 per share (the “Common Stock”), issuable upo |
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| June 27, 2025 |
XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 June 27, 2025 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Ms. Cara Wirth and Ms. Mara Ransom Re: XWELL, Inc. Registration Statement on Form S-3 Originally filed on February 7, 2025, as amended on April 29, 2025, June 3, 2025, and J |
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| June 20, 2025 |
June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cara Wirth Mara Ransom Re: Amendment No. 2 to Registration Statement on Form S-3 Filed June 3, 2025 File No. 333-284768 Ladies and Gentlemen: XWELL, Inc. (the “Company” or “we”) hereby transmits the Company’s response to th |
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| June 20, 2025 |
As Filed with the Securities and Exchange Commission on June 20, 2025 As Filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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| June 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef |
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| June 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef |
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| June 3, 2025 |
As Filed with the Securities and Exchange Commission on June 3, 2025 As Filed with the Securities and Exchange Commission on June 3, 2025 Registration No. |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34 |
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| May 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 20, 2025 XWELL, Inc. |
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| May 20, 2025 |
XWELL Reports First Quarter 2025 Results, Advancing Mission to Liberate Science-Proven Wellness Exhibit 99.1 XWELL Reports First Quarter 2025 Results, Advancing Mission to Liberate Science-Proven Wellness NEW YORK, (May 20, 2025) – XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), a pioneer in science-proven, accessible wellness, today reported results for the first quarter ended March 31, 2025. With a growing portfolio of in-airport and off-airport wellness brands, XWELL continues to r |
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| May 20, 2025 |
Exhibit 10.4 Form of OMNIBUS Amendment This Omnibus Amendment (this “Amendment”), dated as of May 20, 2025, is by and among XWELL, Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page attached hereto (the “Investor”). WITNESSETH Whereas, the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of January 14, 2025 (the “Pu |
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| May 19, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 13, 2025 XWELL, Inc. |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio |
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| April 29, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef |
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| April 29, 2025 |
As Filed with the Securities and Exchange Commission on April 29, 2025 As Filed with the Securities and Exchange Commission on April 29, 2025 Registration No. |
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| April 28, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| April 21, 2025 |
Letter from Marcum LLP to the Securities and Exchange Commission dated April 21, 2025 Exhibit 16.1 April 21, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: XWELL, Inc. Commission File Number 001-34785 Commissioners: We have read the statements made by XWELL, Inc. under Item 4.01 of its Form 8-K dated April 21, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other stateme |
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| April 21, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 21, 2025 XWELL, Inc. |
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| April 15, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 15, 2025 XWELL, Inc. |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-347 |
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| April 15, 2025 |
XWELL Reports Fiscal Year 2024 Results Exhibit 99.1 XWELL Reports Fiscal Year 2024 Results NEW YORK, (April 15, 2025) – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a pioneer in democratizing wellness, today reported results for the year ended December 31, 2024. Recent Highlights: · XWELL delivered 2024 revenue growth of approximately 13% versus 2023. · Gross margin more than doubled, increasing from 12.2% in 2023 to 26.3% in |
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| April 15, 2025 |
Insider Trading Policy of XWELL, Inc. Exhibit 19.1 As of July 1, 2024 XWELL, Inc. INSIDER TRADING POLICY XWELL, Inc. (the “Company”) has adopted the following policy regarding trading by Company personnel in the Company’s securities (this “Insider Trading Policy,” or this “Policy”). This Policy applies to all Company personnel, including directors, officers, employees and consultants of the Company and its subsidiaries. This Policy al |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 10, 2025 XWELL, Inc. |
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| April 11, 2025 |
Amendment to the XWELL, Inc. 2020 Equity Incentive Plan Exhibit 10.1 AMENDMENT TO XWELL, Inc. 2020 Equity Incentive Plan This AMENDMENT TO xwell, Inc. 2020 Equity Incentive Plan (as amended October 4, 2022) (this “Amendment”), effective as of February 13, 2025, is made and entered into by XWELL, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have th |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| March 13, 2025 |
Exhibit 99.1 XWELL Announces Plan for Strategic Investment in Medical Spas to Advance Wellness and Beauty Offerings $4M Private Placement Fuels Expansion, with Initial Acquisitions Planned by Year-End NEW YORK, (March 13, 2025) – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a pioneer in democratizing wellness, today announced plans to acquire select medical spas by the end of 2025, lever |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 13, 2025 XWELL, Inc. |
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| March 5, 2025 |
Exhibit 99.1 Centers for Disease Control and Prevention Traveler-based Genomic Surveillance Program Contract Renewed through 2027 NEW YORK, March 5, 2025 - XWELL Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, announced that the Centers for Disease Control and Prevention (CDC) has extended its Traveler-based Genomic Surveillance Program for |
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| March 5, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 5, 2025 XWELL, Inc. |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef |
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| February 7, 2025 |
As Filed with the Securities and Exchange Commission on February 7, 2025 As Filed with the Securities and Exchange Commission on February 7, 2025 Registration No. |
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| January 15, 2025 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| January 15, 2025 |
Form of Registration Rights Agreement. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2025, is by and among XWELL, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of January 14, 202 |
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| January 15, 2025 |
Exhibit 99.1 XWELL Announces Closing of $4 Million Private Placement Consisting of Convertible Preferred Stock and Warrants NEW YORK, January 15, 2025 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced the closing of its private placement offering of $4 million of the Company’s newly designated Series G Convertible Pref |
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| January 15, 2025 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF XWELL, INC. I, Ezra T. Ernst, hereby certify that I am the President and Chief Executive Officer of XWELL, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Boa |
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| January 15, 2025 |
Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (the “Agreement”), dated as of January 14, 2025, is by and among XWELL, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and delivering this |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 14, 2025 XWELL, Inc. |
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| January 15, 2025 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| January 7, 2025 |
Exhibit 10.1 RESIGNATION, SEPARATION AGREEMENT AND RELEASE This Resignation, Separation Agreement and Release (this “Release”) is made between XWELL, Inc., including its divisions, subsidiaries, parent and affiliated corporations, their successors and assigns (individually and collectively the “Company”) and with Suzanne Scrabis, together with his or her heirs, executors, administrators, successor |
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| January 7, 2025 |
Executive Employment Agreement with Thomas Ian Brown, effective as of January 6, 2025 Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, at New York, New York, effective as of the 6th day of January, 2025 (the “Effective Date”), and is by and between Thomas Ian Brown, an individual residing at the address listed in the Company’s files (“Executive”), and XWELL, Inc., a Delaware corporation (f/k/a XpresSpa Grou |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 2, 2025 XWELL, Inc. |
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| January 7, 2025 |
Exhibit 99.1 XWELL Announces Senior Leadership Appointments and Changes Ian Brown Appointed XWELL’s CFO Succeeding Suzanne Scrabis Peter Vermeulen Joins XWELL as its New Head of Human Resources Mike Heronime Joins XWELL as its New Marketing Director NEW YORK, January 7, 2025 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today anno |
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| December 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 5, 2024 XWELL, Inc. |
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| December 5, 2024 |
Open Letter to XWELL Shareholders from CEO Ezra Ernst Exhibit 99.1 Open Letter to XWELL Shareholders from CEO Ezra Ernst NEW YORK, December 5, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced that the Company’s Chief Executive Officer, Ezra Ernst has issued an open letter to shareholders. The letter provides a summary of the Company’s business objectives for 2025 wh |
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| November 14, 2024 |
XWELL, Inc. Reports Third Quarter 2024 Results Exhibit 99.1 XWELL, Inc. Reports Third Quarter 2024 Results NEW YORK, November 14, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the third quarter and nine-month period ended September 30, 2024. Recent Highlights: · XWELL delivered 2024 third quarter revenue growth of approximately 13% from the comp |
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| November 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 14, 2024 XWELL, Inc. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| September 23, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 20, 2024 XWELL, Inc. |
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| September 5, 2024 |
Exhibit 10.2 transition and severance agreement This Transition and Severance Agreement (“Agreement”) is made and entered into by and between XWELL, Inc., a Delaware corporation (f/k/a XpresSpa Group, Inc., a Delaware corporation) (the “Company”), and Scott R. Milford (the “Executive”), effective as of September 4, 2024 (the “Effective Date”). The Company and the Executive are referred to herein i |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) |
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| September 5, 2024 |
Exhibit 99.1 XWELL Appoints Ezra Ernst as New President and Chief Executive Officer Strategic leadership change will drive further growth and expansion among core business units NEW YORK, NY (September 5, 2024) – XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority in wellness solutions for people on the go, today announced the appoint of Ezra T. Ernst as Chief Executive Officer. Er |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 4, 2024 XWELL, Inc. |
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| September 5, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, at New York, New York, effective as of the 4th day of September, 2024 (the “Effective Date”), and is by and between Ezra T. Ernst, an individual residing at the address listed in the Company’s files (“Executive”), and XWELL, Inc., a Delaware corporation (f/k/a XpresSpa Group |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34785 20-4988129 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 16, 2024 |
XWELL, Inc. Adopts Tax Benefits Preservation Plan Exhibit 99.1 XWELL, Inc. Adopts Tax Benefits Preservation Plan August 16, 2024— XWELL, Inc. (Nasdaq: XWEL) (the “Company”) announced today that its Board of Directors has adopted a Tax Benefits Preservation Plan (the “Plan”) intended to preserve the value of certain of the Company’s tax attributes related to previously recorded net operating losses (the “Tax Attributes”). As of August 16, 2024, th |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 20-4988129 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 254 West 3 |
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| August 16, 2024 |
Exhibits 3.1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of XWELL, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware XWELL, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That, pursuant to the auth |
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| August 16, 2024 |
Exhibit 4.1 XWELL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Tax Benefits Preservation Plan Dated as of August 16, 2024 TAX BENEFITS PRESERVATION PLAN Tax Benefits Preservation Plan, dated as of August 16, 2024 (this “Plan”), between XWELL, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rig |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34785 20-4988129 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 16, 2024 |
Exhibits 3.1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of XWELL, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware XWELL, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That, pursuant to the auth |
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| August 16, 2024 |
Lawrence S. Elbaum [email protected] Tel 212.237.0084 Fax 917.849.5379 August 16, 2024 VIA EDGAR AND EMAIL Eddie Kim and Christina Chalk Special Counsel Division of Corporation Finance Office of Mergers and Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XWELL, Inc. PREC14A filed August 2, 2024 File No. 1-34785 Dear Mr. Kim and Ms. Chalk: |
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| August 16, 2024 |
Press Release, dated August 16, 2024. Exhibit 99.1 XWELL, Inc. Adopts Tax Benefits Preservation Plan August 16, 2024— XWELL, Inc. (Nasdaq: XWEL) (the “Company”) announced today that its Board of Directors has adopted a Tax Benefits Preservation Plan (the “Plan”) intended to preserve the value of certain of the Company’s tax attributes related to previously recorded net operating losses (the “Tax Attributes”). As of August 16, 2024, th |
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| August 16, 2024 |
Exhibit 4.1 XWELL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Tax Benefits Preservation Plan Dated as of August 16, 2024 TAX BENEFITS PRESERVATION PLAN Tax Benefits Preservation Plan, dated as of August 16, 2024 (this “Plan”), between XWELL, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rig |
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| August 16, 2024 |
PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED AUGUST 16, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2024 XWELL, Inc. |
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| August 14, 2024 |
XWELL, Inc. Reports Second Quarter 2024 Results Exhibit 99.1 XWELL, Inc. Reports Second Quarter 2024 Results NEW YORK, August 14, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the second quarter ended June 30, 2024. Recent Highlights: · XWELL delivered 2024 second quarter revenue growth of approximately 14% from the comparable quarter in 2023 dri |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-347 |
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| August 13, 2024 |
EX-99.1 2 cpc240850ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of |
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| August 13, 2024 |
XWEL / XWELL, Inc. / CPC Pain & Wellness SPV, LLC - SC 13D/A Activist Investment SC 13D/A 1 cpc240850sch13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* XWELL, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) Wayne Mack Richard Waldo CPC Pain & Wellness SPV, LLC 301 Edgewater Place, Suite 100 Wak |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| August 9, 2024 |
EX-99.1 2 ex991to13g14221002080924.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated August 9, 2024 with respect to the common stock, par value $0.01 per share, of XWELL, Inc., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and i |
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| August 9, 2024 |
XWEL / XWELL, Inc. / Blackwells Capital Llc - THE SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 XWELL, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98420U802 (CUSIP Number) August 6, 2024 |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 5, 2024 XWELL, Inc. |
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| August 7, 2024 |
XWELL Announces $1.4 Million Registered Direct Offering Priced At Premium to Market Exhibit 99.1 XWELL Announces $1.4 Million Registered Direct Offering Priced At Premium to Market NEW YORK-(BUSINESS WIRE)-Aug. 6, 2024- XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority in wellness solutions for people on the go, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 652,705 shares of its common stock, par valu |
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| August 7, 2024 |
XWELL, Inc. 652,705 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-273726 PROSPECTUS SUPPLEMENT (To the Prospectus Dated September 29, 2023) XWELL, Inc. 652,705 Shares of Common Stock We are offering 652,705 shares of our common stock, $0.01 par value per share (the “common stock”), to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. There is no required m |
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| August 7, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2024, between XWELL, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i |
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| August 2, 2024 |
PREC14A 1 tm2420715d1prec14a.htm PREC14A PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED AUGUST 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriat |
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| July 22, 2024 |
Complaint filed in the Delaware Court of Chancery on July 19, 2024. Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CPC PAIN & WELLNESS SPV, LLC, Plaintiff, v. XWELL, INC., BRUCE T. BERNSTEIN, MICHAEL LEBOWITZ, ROBERT WEINSTEIN, GAËLLE WIZENBERG and SCOTT R. MILFORD, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2024- VERIFIED COMPLAINT Plaintiff CPC Pain and Wellness SPV, LLC (“CPC”), by and through its undersigned counsel, alleges as follows: INTRO |
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| July 22, 2024 |
Exhibit 99.1 XWELL Announces Director Candidate Nomination Notice Submitted by CPC is Invalid Calls on CPC to Update its Deficient 13D Filing to Include Accurate and Transparent Information About its Plan for Obtaining a Majority of the Board and its Recently Filed Litigation Stockholders Are Not Required to Take Any Action at This Time NEW YORK, July 22, 2024 - XWELL, Inc. (Nasdaq: XWEL) (“XWELL” |
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| July 22, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34785 20-4988129 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 22, 2024 |
EX-1 2 tm2419933d2ex1.htm EXHIBIT 1 Exhibit 1 XWELL Announces Director Candidate Nomination Notice Submitted by CPC is Invalid Calls on CPC to Update its Deficient 13D Filing to Include Accurate and Transparent Information About its Plan for Obtaining a Majority of the Board and its Recently Filed Litigation Stockholders Are Not Required to Take Any Action at This Time NEW YORK, July 22, 2024 - XW |
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| July 22, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of XWELL, Inc., a Delaware corporation. This Joint Fili |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* XWELL, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) Wayne Mack Richard Waldo CPC Pain & Wellness SPV, LLC 301 Edgewater Place, Suite 100 Wakefield, MA 01880 (617) 531-9767 Ben A. St |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm |
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| June 17, 2024 |
XWEL / XWELL, Inc. / CPC Pain & Wellness SPV, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* XWELL, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) Wayne Mack Richard Waldo CPC Pain & Wellness SPV, LLC 301 Edgewater Place, Suite 100 Wakefield, MA 01880 (617) 531-9767 Ben A. Stac |
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| June 17, 2024 |
EX-99.1 2 cpc240651ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of XW |
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| May 21, 2024 |
Exhibit 3.1 XWELL, INC. THIRD AMENDED AND RESTATED BYLAWS As Amended and Restated effective May 17, 2024 Table Of Contents Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 2 1.4 Notice of Stockholders’ Meetings 3 1.5 Quorum 3 1.6 Adjourned Meeting; Notice 3 1.7 Conduct of Business 3 1.8 Voting 3 1.9 Stockholder Action by Written Consent W |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 17, 2024 XWELL, Inc. |
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| May 15, 2024 |
XWELL, Inc. Reports First Quarter 2024 Results Exhibit 99.1 XWELL, Inc. Reports First Quarter 2024 Results NEW YORK, May 15, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the first quarter ended March 31, 2024. Recent Highlights: · XWELL delivered 2024 first quarter revenue growth of approximately 24% from the 2023 first quarter. · The Company h |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 15, 2024 XWELL, Inc. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34 |
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| April 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| April 16, 2024 |
Incentive Compensation Recovery Policy Adopted December 1, 2023 Exhibit 97 XWELL, INC. INCENTIVE COMPENSATION RECOVERY POLICY I. Introduction The Board of Directors (the “Board”) of XWELL, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (this “Policy”) to provide for the recovery of certain executive compensation in the event of an Accounting Restatement resulting from material noncompliance with financial |
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| April 16, 2024 |
XWELL, Inc. Reports Fiscal Year 2023 Results Exhibit 99.1 XWELL, Inc. Reports Fiscal Year 2023 Results NEW YORK, April 16, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the year ended December 31, 2023. Recent Highlights: · The Company’s airport XpresSpa business segment delivered revenue growth of approximately 39% versus 2022. · The Company |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-347 |
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| April 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 16, 2024 XWELL, Inc. |
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| April 16, 2024 |
List of Subsidiaries of XWELL, Inc. Exhibit 21.1 Subsidiaries of XWELL, Inc. Name of Subsidiary Jurisdiction of Incorporation GCG Connect, LLC d/b/a HyperPointe New Jersey I/P Engine, Inc. Virginia Innovate/Protect, Inc. Delaware Iron Gate Security, Inc. Delaware Naples Wax FRM LLC Florida Naples Wax NPL LLC Florida Naples Wax UTC LLC Florida Naples Wax, LLC Florida Quantum Stream Inc. Delaware Spa Products Import & Distribution Co. |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 12, 2024 XWELL, Inc. |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q F |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| April 1, 2024 |
XWELL, Inc. Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K Exhibit 99.1 XWELL, Inc. Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K NEW YORK, April 1, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced plans to file a Form 12b-25 with the U.S. Securities and Exchange Commission regarding its Annual Report on Form 10-K for the year ended December 31, 2023. |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 1, 2024 XWELL, Inc. |
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| March 12, 2024 |
Exhibit 99.1 CDC Traveler-based Genomic Surveillance Program to Expand to Two New US International Airports in Miami and Chicago The TGS program, a leading example of biosecurity infrastructure, operates at a total of nine US locations and leverages voluntary nasal swabs as well as wastewater sampling from international travelers to detect more than 30 pathogens. New York, NY — March 12, 2024 — Gi |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 12, 2024 XWELL, Inc. |
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| February 13, 2024 |
US98420U8027 / XWELL, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02319-xwellinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: XWELL Inc Title of Class of Securities: Common Stock CUSIP Number: 98420U802 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursua |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 13, 2023 XWELL, Inc. |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 13, 2023 XWELL, Inc. |
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| December 15, 2023 |
XWELL Appoints Veteran Consumer & Wellness Entrepreneur Gaëlle Wizenberg to its Board of Directors Exhibit 99.1 XWELL Appoints Veteran Consumer & Wellness Entrepreneur Gaëlle Wizenberg to its Board of Directors NEW YORK, December 15, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced the appointment of Gaëlle Wizenberg to the Company’s Board of Directors, effective January 1, 2024. The Company also announced tha |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 14, 2023 XWELL, Inc. |
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| November 14, 2023 |
Exhibit 99.1 XWELL, Inc. Reports Third Quarter 2023 Results Airport Spas Deliver Strong 39% Year-Over-Year Q3 Revenue Growth Naples Wax Center Acquisition Accelerates Future Off-Airport Growth Opportunities Further Airport Spa Expansion Internationally NEW YORK, November 14, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 12, 2023 XWELL, Inc. |
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| October 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 28, 2023 XWELL, Inc. |
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| October 3, 2023 |
Exhibit 99.1 XWELL’s CEO Scheduled to Present at Upcoming Investor Fireside Chat on October 4, 2023 Scott Milford to Present at Water Tower Research Fireside Chat Series on Wednesday, October 4, 2023, at 2:30 p.m. E.T. NEW YORK, NY (September 28, 2023) — XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company") today announced that XWELL’s CEO Scott Milford will participate in an Investor Fireside Cha |
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| September 29, 2023 |
XWELL, INC. 254 West 31st Street, 11th Floor New York, New York 10001 XWELL, INC. 254 West 31st Street, 11th Floor New York, New York 10001 September 29, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Fetterolf at 202-551-6613 Re: XWELL, Inc. Registration Statement on Form S-3 Filed August 4, 2023 (Commission File No. 333-273726) Dear Sir or Madam: In accordance with Rule 461 under the Securities Act of 1 |
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| September 27, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XWELL, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, XWELL, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is XWELL, Inc. The date of filing of its |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 26, 2023 XWELL, Inc. |
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| September 27, 2023 |
XWELL, Inc. Announces 1-for-20 Reverse Stock Split Exhibit 99.1 XWELL, Inc. Announces 1-for-20 Reverse Stock Split NEW YORK, September 27, 2023 - XWELL, Inc. (Nasdaq: XWEL), announced today that it will effect a 1-for-20 reverse stock split of its common stock effective at 5:00 pm Eastern Time on Wednesday, September 27, 2023. Shares of XWELL’s common stock are expected to begin trading on a split-adjusted basis when markets open on Thursday, Sept |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 12, 2023 XWELL, Inc. |
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| September 12, 2023 |
Exhibit 99.1 XWELL Grows Footprint Outside the Airport with Acquisition of Naples Wax Center Transaction represents the first step in building XWELL’s retail portfolio outside the airport and positions the Company for revenue growth and profitability NEW YORK, NY (September 12, 2023) — XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company") today announced the acquisition of Naples Wax, LLC (“Naples |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 22, 2023 XWELL, Inc. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-347 |
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| August 14, 2023 |
XWELL, Inc. Reports Second Quarter 2023 Results Exhibit 99.1 XWELL, Inc. Reports Second Quarter 2023 Results NEW YORK, August 14, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in health and wellness solutions for people on the go, today reported results for the second quarter ended June 30, 2023. Financial and Business Highlights: · Second quarter 2023 revenue at the Company’s XpresSpa business increased approximate |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2023 XWELL, Inc. |
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| August 4, 2023 |
As filed with the Securities and Exchange Commission on August 4, 2023 As filed with the Securities and Exchange Commission on August 4, 2023 Registration No. |
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| August 4, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) XWELL, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Security(3)(4) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 p |
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| July 24, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| June 28, 2023 |
Exhibit 10.1 254 West 31st Street, 11th FL New York, NY 10001 p. 212.750.9595 f. 212.750.8607 xwell.com June 26, 2023 [***] Dear Suzanne, On behalf of the entire leadership team, we are very pleased to present you with our offer for the position of Chief Financial Officer, XWELL, Inc. (the “Company”). Please review the terms of our offer below: Position: Chief Financial Officer (“CFO”) Reporting t |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 28, 2023 XWELL, Inc. |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 12, 2023 XWELL, Inc. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 15, 2023 XWELL, Inc. |
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| May 15, 2023 |
XWELL, Inc. Reports First Quarter 2023 Results Exhibit 99.1 XWELL, Inc. Reports First Quarter 2023 Results NEW YORK, May 15, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in health and wellness solutions for people on the go, today reported results for the first quarter ended March 31, 2023. Business Highlights: Reflecting management’s commitment to better serve clients, optimize efficiencies, and deliver long-term |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34 |
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| May 15, 2023 |
Executive Employment Agreement dated May 3, 2023, between the Company and Valerie Lightfoot. Exhibit 10.1 Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K. 254 West 31st Street, 11th FL New York, NY 10001 p. 212.750.9595 f. 212.750.8607 xwell.com May 1, 2023 Valerie Lightfoot [***] Dear Valerie On behalf of the entire leadership team, we are very pleased t |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 3, 2023 XWELL, Inc. |
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| May 4, 2023 |
XWELL, Inc. Names Valerie Lightfoot Chief Financial Officer Exhibit 99.1 XWELL, Inc. Names Valerie Lightfoot Chief Financial Officer NEW YORK, MAY 4, 2023 - XWELL, Inc. (Nasdaq: XWEL), an authority in health and wellness solutions for people on the go, today announced that Valerie Lightfoot has been named Chief Financial Officer, effective June 12, 2023. Ms. Lightfoot joins XWELL with over 25 years of financial leadership experience. During her career, she |
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| May 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 27, 2023 XWELL, Inc. |
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| April 27, 2023 |
XWELL, Inc. Granted 180-Day Extension by NASDAQ to Regain Compliance with Minimum Bid Price Rule Exhibit 99.1 XWELL, Inc. Granted 180-Day Extension by NASDAQ to Regain Compliance with Minimum Bid Price Rule NEW YORK, April 27, 2023 - XWELL, Inc. (Nasdaq: XWEL), an authority in health and wellness solutions for people on the go, today announced that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company has be |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 17, 2023 XWELL, Inc. |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-347 |
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| April 17, 2023 |
Subsidiaries of XpresSpa Group, Inc. Exhibit 21 Subsidiaries of XpresSpa Group, Inc. Name of Subsidiary Jurisdiction of Incorporation GCG Connect, LLC d/b/a HyperPointe New Jersey I/P Engine, Inc. Virginia Innovate/Protect, Inc. Delaware Iron Gate Security, Inc. Delaware Quantum Stream Inc. Delaware Spa Products Import & Distribution Co., LLC New York Vringo Acquisition, Inc. Delaware Vringo GmbH Germany Vringo Infrastructure, Inc. D |
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| April 17, 2023 |
XWELL, Inc. Reports Fiscal Year 2022 Results Exhibit 99.1 XWELL, Inc. Reports Fiscal Year 2022 Results NEW YORK, April 17, 2023 - XWELL, Inc. (Nasdaq: XWEL), an authority in health and wellness solutions for people on the go, today reported results for the year ended December 31, 2022. Business Highlights: We’re continuing to evolve our organization and, reflecting the Company’s commitment to better serve clients, optimize efficiencies, and |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| March 30, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 30, 2023 XWELL, Inc. |
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| March 30, 2023 |
Exhibit 99.1 XWELL Announces Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K And Provides Preliminary FY2022 Operating Update NEW YORK, NY (March 30, 2023) — XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority in health and wellness solutions for people on the go, today announced plans to file a Form 12b-25 with the U.S. Securities and Exchange Commission regarding |
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| February 9, 2023 |
XSPA / XpresSpa Group Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: XWELL Inc. Title of Class of Securities: Common Stock CUSIP Number: 98420U703 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c |
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| December 12, 2022 |
Exhibit 99.1 XWELL CHIEF EXECUTIVE OFFICER ISSUES LETTER TO SHAREHOLDERS REGARDING THE COMPANY’S OPERATING STRATEGY NEW YORK, NY (December 12, 2022) — XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), the authority in health and wellness solutions for people on the go, issued the following Letter to Shareholders from Scott Milford, XWELL’s Chief Executive Officer. December 12, 2022 Dear Fello |
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| December 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 12, 2022 XWELL, Inc. |
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| November 14, 2022 |
Exhibit 10.2 EXECUTION VERSION EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, at New York, New York, as of the 9th day of January, 2022, and is by and between Ezra T. Ernst, an individual residing at the address listed in the Company’s files (“Executive”), and XpresSpa Group, Inc., a Delaware corporation with principal offices locate |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| November 10, 2022 |
Exhibit 99.1 XWELL, Inc. Reports Third Quarter 2022 Results Strengthening Direction as Leading Authority in Wellness for ?People on the Go? Rebranded as XWELL to Reflect Wellness Evolution Early Successes Evolving Retail Segment Refreshing Core Spa Business Continued Success Expanding CDC Collaboration Laying Foundation for Profitability NEW YORK, November 10, 2022 - XWELL, Inc. (Nasdaq: XWEL), a |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 10, 2022 XWELL, Inc. |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 28, 2022 XWELL, Inc. |
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| October 25, 2022 |
As filed with the Securities and Exchange Commission on October 25, 2022 As filed with the Securities and Exchange Commission on October 25, 2022 Registration No. |
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| October 25, 2022 |
Exhibit 10.1 XWELL, INC. 2020 Equity Incentive Plan (as amended October 4, 2022) 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the XWELL, Inc. 2020 Equity Incentive Plan. The purposes of the Plan are to (a) enable XWELL, Inc., a Delaware corporation, and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company |
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| October 25, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) XWELL, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par valu |
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| October 24, 2022 |
Exhibit 3.3 XWELL, INC. SECOND AMENDED AND RESTATED BYLAWS As Amended and Restated effective October 25, 2022 Table Of Contents Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Cons |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 24, 2022 XWELL, Inc. |
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| October 24, 2022 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK, SERIES D CONVERTIBLE PREFERRED STOCK, SERIES E CONVERTIBLE PREFERRED STOCK AND SERIES F CONVERTIBLE PREFERRED STOCK OF XPRESSPA GROUP, INC. Pursuant to the provisions of Section 151 (g) of the General Corporation Law of the State of Delaware (the ?DGCL?), it is hereby certified that: 1.???????????? The name o |
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| October 24, 2022 |
Exhibit 99.1 XpresSpa Group Announces New Corporate Identity Rebrand reflects Company?s wellness evolution; International expansion; Partnership to drive acquisition strategy; and Ongoing efforts to drive growth NEW YORK, NY (October 24, 2022) ? XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), formerly XpresSpa Group, Inc. (Nasdaq: XSPA), today announced a corporate rebranding of the Company |
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| October 24, 2022 |
Exhibit 3.2 XPRESSPA GROUP, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FIRST: The name of the Corporation is XpresSpa Group, Inc. The Corporation?s original Certificate of Incorporation was filed with the Delaware Secretary of State on January 9, 2006, under the name of Vringo, Inc. The name of the Corporation was changed to FORM Holdings Corp. by filing a Certificate of Amendment to t |
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| October 7, 2022 |
XpresSpa Group, Inc. 2020 Equity Incentive Plan, as amended October 4, 2022 Exhibit 10.1 XPRESSPA GROUP, INC. 2020 Equity Incentive Plan (as amended October 4, 2022) 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the XpresSpa Group, Inc. 2020 Equity Incentive Plan. The purposes of the Plan are to (a) enable XpresSpa Group, Inc., a Delaware corporation, and any Affiliate to attract and retain the types of Employees, Consultants and Directors who wil |
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| October 7, 2022 |
Letter from Friedman LLP to the Securities and Exchange Commission, dated October 7, 2022 Exhibit 16.1 October 7, 2022 Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, D.C. 20549 Re: XpresSpa Group, Inc. Commission File Number 001-34785 Dear Sir or Madam: We have read Item 4.01 of XpresSpa Group Inc.?s Form 8-K dated October 4, 2022, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basi |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 4, 2022 XpresSpa Group, Inc. |
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| September 13, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 12, 2022 (June 8, 2022) XpresSpa Group, Inc. |
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| August 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| August 16, 2022 |
PRE 14A 1 tm2223452-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only ( |
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| August 15, 2022 |
Exhibit 99.1 XpresSpa Group Reports Second Quarter 2022 Results XpresCheck, through its Partnership with Ginkgo Bioworks, Awarded New CDC Biosurveillance Contract Valued Up To $61 Million Leading Health and Wellness Provider for ?People on the Go? Demonstrated Success Executing Against Strategic Imperatives Creating A Strong Retail Engine including Deploying Expanded Product Offering, New Wellness |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 15, 2022 XpresSpa Group, Inc. |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 8, 2022 XpresSpa Group, Inc. |
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| June 14, 2022 |
Exhibit 99.1 XpresSpa Group Announces the Separation of Service of Chief Financial Officer James Berry Omar Haynes Named Interim Chief Financial Officer NEW YORK, June 14, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced the separation of service with the Company of James A. Berry, effective June 13, 2022. The Company has named Omar A. Haynes as Int |
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| May 24, 2022 |
XPRESSPA GROUP, INC. COMMON STOCK, $0.01 PAR VALUE 4,696,134 SHARES 424B3 1 tm2216678d1424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-264026 PROSPECTUS XPRESSPA GROUP, INC. COMMON STOCK, $0.01 PAR VALUE 4,696,134 SHARES This prospectus relates to the resale, from time to time, of up to 4,696,134 shares of our common stock, par value $0.01 per share (“Common Stock”), by the selling stockholders named herein. On January 9, 2022, we entered int |
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| May 20, 2022 |
XpresSpa Group, Inc. Announces 10 Million Share Increase in Stock Repurchase Program Exhibit 99.1 XpresSpa Group, Inc. Announces 10 Million Share Increase in Stock Repurchase Program NEW YORK, May 20, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced that its Board of Directors has authorized a 10 million share increase to its existing stock repurchase program and to extend it through September 15, 2023. The original stock repurchase |
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| May 20, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 20, 2022 XpresSpa Group, Inc. |
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| May 17, 2022 |
As filed with the Securities and Exchange Commission on May 17, 2022 As filed with the Securities and Exchange Commission on May 17, 2022 Registration No. |
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| May 17, 2022 |
CORRESP 1 filename1.htm May 17, 2022 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Jennifer Lopez Molina Re: XpresSpa Group, Inc. Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 Filed May 17, 2022 (Commission File No. 333-264026) Dear Sir or Madam: In accordance with Rule 461 under the Securities Act of 1933, as |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34 |
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| May 16, 2022 |
Exhibit 99.1 XpresSpa Group Reports First Quarter 2022 Results Articulates Four Strategic Imperatives to Accelerate Company Evolution as a Leading Health and Wellness Provider for ?People on the Go? Quarterly Revenue of $24.0 Million and Adjusted EBITDA of $0.4 Million Cash Balance of $83.0 Million and No Long-Term Debt Repurchased $11.1 Million of Shares During the First Quarter 2022, Intends to |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 16, 2022 XpresSpa Group, Inc. |
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| May 12, 2022 |
May 12, 2022 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Jennifer Lopez Molina Re: XpresSpa Group, Inc. Pre-effective Amendment No. 1 to Registration Statement on Form S-3 Filed May 11, 2022 (Commission File No. 333-264026) Dear Sir or Madam: Reference is made to our letter, filed as correspondence via EDGAR on May 11, 2022, in w |
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| May 12, 2022 |
XpresSpa Group, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 XpresSpa Group, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 May 12, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XpresSpa Group, Inc. ? Form AW Request for Withdrawal of Amendment No. 1 to Registration Statement on Form S-3 File No. 333-239913 Ladies and Gentlemen: Pursuant to Rule 477 promulgated |
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| May 11, 2022 |
As filed with the Securities and Exchange Commission on May 11, 2022 As filed with the Securities and Exchange Commission on May 11, 2022 Registration No. |
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| May 11, 2022 |
CORRESP 1 filename1.htm May 11, 2022 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Jennifer Lopez Molina Re: XpresSpa Group, Inc. Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 Filed May 11, 2022 (Commission File No. 333-264026) Dear Sir or Madam: In accordance with Rule 461 under the Securities Act of 1933, as |
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| May 2, 2022 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Exhibit 10.48 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into on March 28, 2022, at New York, New York, effective as of the 19th day of January, 2022 (the ?Effective Date?), and is by and between Scott R. Milford, an individual residing at the address listed in the Company?s files (?Executive?), and XpresSpa Group, Inc., a Delaware cor |
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| March 31, 2022 |
Subsidiaries of XpresSpa Group, Inc. Exhibit 21 ? Subsidiaries of XpresSpa Group, Inc. ? Name of Subsidiary Jurisdiction of Incorporation GCG Connect, LLC d/b/a HyperPointe New Jersey I/P Engine, Inc. Virginia Innovate/Protect, Inc. Delaware Iron Gate Security, Inc. Delaware Quantum Stream Inc. Delaware Spa Products Import & Distribution Co., LLC New York Vringo Acquisition, Inc. Delaware Vringo GmbH Germany Vringo Infrastructure, In |
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| March 31, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) XpresSpa Group, Inc. |
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| March 31, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) XpresSpa Group, Inc. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Registration Statement on Form S-3 As filed with the Securities and Exchange Commission on March 31, 2022 Registration No. |
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| March 31, 2022 |
Exhibit 10.1 XpresSpa Group Inc. Stock Option Grant Notice 1. Participant: Ezra T. Ernst 2. Date of Option Grant: January 14, 2022 3. Type of Grant: Non-Qualified Stock Option 4. Maximum Number of Shares for which this Option is exercisable: 1,000,000 5. Exercise Price per Share: $1.64 6. Option Expiration Date: January 14, 2032 7. Vesting Commencement Date: January 14, 2022 8. Vesting Schedule: T |
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| March 31, 2022 |
As filed with the Securities and Exchange Commission on March 31, 2022 As filed with the Securities and Exchange Commission on March 31, 2022 Registration No. |
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| March 15, 2022 |
Exhibit 99.1 XpresSpa Group Reports Record Full Year 2021 Results Strongest Financial Results in Company History Marks End to Banner Year Record Quarterly Revenue of $29.4 Million, Record Net Income of $3.3 Million Liquidity Position with Unrestricted Cash Balance Increases to $105.5 Million Company to Actively Repurchase Shares under Current Authorization Webcast and Conference Call Scheduled for |
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| March 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 15, 2022 XpresSpa Group, Inc. |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* XpresSpa Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| January 31, 2022 |
Exhibit 99.1 XpresSpa Group Extends Collaboration with Centers for Disease Control and Prevention (CDC) to Conduct Ongoing COVID-19 Biosurveillance at U.S. Airports SARS-CoV-2 Variant Identification Program Expands Beyond Initial Pilot; Now Totals $5.6 Million NEW YORK, Jan. 31, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced the extension of their |
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| January 31, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 31, 2022 XpresSpa Group, Inc. |
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| January 26, 2022 |
SEPARATION AGREEMENT AND RELEASE Exhibit 99.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this ?Release?) is dated as of January 21, 2022 and is made between XpresSpa Group, Inc., including its divisions, subsidiaries, parent and affiliated corporations, their successors and assigns (individually and collectively the ?Company?) and with Douglas Satzman, together with his heirs, executors, administrator |
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| January 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 21, 2022 XpresSpa Group, Inc. |
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| January 21, 2022 |
XpresSpa Group Names Scott R. Milford as President and Chief Executive Officer Exhibit 99.1 XpresSpa Group Names Scott R. Milford as President and Chief Executive Officer NEW YORK, January 21, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced that its Board of Directors has named current Chief Operating Officer Scott R. Milford to the role of President and Chief Executive Officer. This appointment is effective January 19, 2022 |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 19, 2022 XpresSpa Group, Inc. |
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| January 10, 2022 |
XpresSpa Group Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4) Exhibit 99.4 XpresSpa Group Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4) NEW YORK, January 10, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced that a majority of the independent members of its Board of Directors granted an equity award to Ezra T. Ernst, who was previously affiliated with GCG Connect LLC d/b/a HyperPointe (?HyperP |
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| January 10, 2022 |
Exhibit 99.3 XpresSpa Group Announces Strategic Acquisition of HyperPointe XpresCheck? Expanding Digital Health Capabilities & Data Analytics Services NEW YORK, January 10, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company (the ?Company?), today announced it had entered into an agreement to acquire all of the equity interests of GCG Connect, LLC d/b/a HyperPointe for |
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| January 10, 2022 |
Exhibit 99.1 XpresSpa Group Reports Preliminary Fourth Quarter and Full Year 2021 Revenue Participating in the Virtual H.C. Wainwright BioConnect Conference on January 10th ? 13th Presenting at the 24th Annual ICR Conference on January 11th at 11:00 a.m. ET NEW YORK, January 10, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today reported preliminary revenue for |
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| January 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 9, 2022 XpresSpa Group, Inc. |
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| January 10, 2022 |
Exhibit 99.2 XpresSpa Group (XSPA) January 10, 2022 H.C. Wainright BIOCONNECT Conference XpresSpa Group - 2020 Pivot delivers in 2021 ? Lowest Revenues (2020) to Record Revenues (2021) ? Largest Loss (2020) to Record Net Income (2021) 2019 2020 YTD Q3 2021 2021 Est. Total Net Revenues $ 48.5 $ 8.4 44.4 $ 71.0 $ Net Income (Loss) $ (21.20) $ (90.50) 0.1 $ Cash $ 2.2 $ 89.8 109.2 $ Beyond the Pivot |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| November 15, 2021 |
Exhibit 99.1 XpresSpa Group Reports Third Quarter 2021 Results Best Performing Quarterly Financial Results in Company History Record Quarterly Revenue of $26.8 Million Record Net Income of $5.6 Million On Track for Record Year of Revenue and Earnings Strong Liquidity Position with Unrestricted Cash Balance Increasing to $109.2 Million Webcast and Conference Call Scheduled for 4:30 PM ET Today NEW |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 15, 2021 XpresSpa Group, Inc. |
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| October 4, 2021 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 30, 2021 XpresSpa Group, Inc. |
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| September 13, 2021 |
Exhibit 99.1 XpresSpa Group Announces Participation at the H.C. Wainwright 23rd Annual Global Investment Conference September 13-15, 2021 (Virtual Conference) Posts Updated Presentation to Investor Relations Website that Includes Long-Term Revenue Projections New York, September 13, 2021 - XpresSpa Group, Inc. (Nasdaq: XSPA) (?XpresSpa? or the ?Company?), a health and wellness company, today annou |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 13, 2021 XpresSpa Group, Inc. |
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| September 13, 2021 |
Exhibit 99.2 1 XpresSpa Group (XSPA) XpresCheck ? / XpresSpa ? / Treat ? September 13 - 15, 2021 HC Wainwright 23rd Annual Global Investment Conference 2 Highlights - XpresSpa Group (XSPA) is a leading Global Health & Wellness Holding Company operating: - XpresCheck : 13 locations / 11 airports - XpresSpa : 43 locations / 21 airports (majority closed) - Treat : 2 locations / 2 airports expected by |
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| August 31, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 31, 2021 XpresSpa Group, Inc. |
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| August 31, 2021 |
Exhibit 99.1 XpresSpa Group Announces Board Authorization for Stock Repurchase Program Up to 15 Million Shares of Outstanding Common Stock May Be Repurchased NEW YORK, August 31, 2021 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced that its Board of Directors has authorized a stock repurchase program for up to 15,000,000 shares of its outstanding common |
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| August 20, 2021 |
DEFA14A 1 tm2125391d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only |
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| August 20, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| August 16, 2021 |
Exhibit 99.1 XpresSpa Group Announces Second Quarter 2021 Financial Results and Provides Business Update Record MSA Practice Patient Fees Increases to $17.1Million in Q2 against $6.3 Million in Q1 Net Loss Narrows to $4.7 Million Compared to Net Loss of $58.5 Million in Prior Year Second Quarter Strong Liquidity Position with Unrestricted Cash Balance of $102.5 Million Re-opening an Additional Eig |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 16, 2021 XpresSpa Group, Inc. |
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| August 13, 2021 |
Exhibit 99.1 XpresSpa Group? Receives Approval for a $2 Million Program with the Centers for Disease Control and Prevention (CDC) for Biosurveillance Tracking in Collaboration with Concentric by Ginkgo at Three Major U.S. Airports Eight-Week Pilot Program Focuses on Identifying New SARS-CoV-2 Variants Entering the U.S. Initially launching at three major international airports: John F. Kennedy Inte |
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| August 13, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2021 XpresSpa Group, Inc. |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 6, 2021 XpresSpa Group, Inc. |
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| August 6, 2021 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 6, 2021 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF XPRESSPA GROUP, INC. (the ?Corporation?) Section 1.5 of Article I of the Amended and Restated Bylaws of the Corporation (the ?Bylaws?), is hereby amended and restated in its entirety as follows: ?1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence |
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| May 17, 2021 |
Exhibit 99.1 ? XpresSpa Group Provides Business Update and Announces First Quarter 2021 Financial Results ? Recognizes $8.2 Million of Revenue from XpresCheckTM in the First Quarter of 2021, Including $3.2 Million Related to 2020 ? Net Loss Narrows to $0.8 Million Compared to Net Loss of $10.7 Million ? Strong Liquidity Position with Cash Balance of $103 Million ? Introduces TreatTM - a Travel Bra |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34 |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 17, 2021 XpresSpa Group, Inc. |
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| April 30, 2021 |
Exhibit 10.45 ? Form for January 2021 Restricted Stock Awards ? XPRESTEST INC. 2020 EQUITY INCENTIVE PLAN ? NOTICE OF RESTRICTED STOCK AWARD ? Stockholder is hereby provided this Notice of the following grant of a Restricted Stock Award (the ?Award?) with respect to shares (the ?Shares?) of the common stock (the ?Common Stock?) of XpresTest, Inc., a Delaware corporation (the ?Company?) under the X |
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| April 30, 2021 |
Employment Agreement dated July 8, 2019, between the Company and Scott Milford. Exhibit 10.47 ? DS REDRAFT: 6/17/2019 ? EXECUTIVE EMPLOYMENT AGREEMENT ? This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement'") is made and entered into, at New York, New York, as of the 8th day of July, 2019 (the "Effective Date"), and is by and between Scott Milford, an individual residing at the address listed in the Company's files (?Executive?), and XpresSpa Group, Inc., a Delaware corporati |
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| April 30, 2021 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
