Welcome to our dedicated page for XWELL SEC filings (Ticker: XWEL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The XWELL, Inc. (Nasdaq: XWEL) SEC filings page provides access to the company’s official regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents offer detailed information about XWELL’s capital structure, governance, stockholder actions, and financial reporting as a global wellness holding company with brands such as XpresSpa, Naples Wax Center, XpresCheck, and HyperPointe.
Through its current reports on Form 8-K, XWELL discloses material events including notices from The Nasdaq Stock Market regarding minimum bid price compliance, actions taken to regain or maintain compliance, and updates on annual meeting scheduling and outcomes. Other 8-K filings describe entry into material definitive agreements, such as transactions involving Series G Convertible Preferred Stock, amended and restated warrants, and senior secured convertible notes, along with related amendments to the company’s certificate of designations and capital structure.
XWELL’s definitive proxy statements on Schedule 14A provide insight into corporate governance matters. These filings outline proposals presented to stockholders, including the election of directors, ratification of the independent registered public accounting firm, advisory votes on executive compensation and its frequency, potential board classification, reverse stock split proposals, and adjournment proposals. The proxy materials also explain record dates, virtual meeting procedures, and voting requirements.
Investors can use this page to locate annual meeting results reported on Form 8-K, which summarize how stockholders voted on director elections, auditor ratification, compensation advisory votes, capital structure changes, and share issuance approvals under Nasdaq Listing Rule 5635. Filings also document the company’s responses to Nasdaq listing notices and the status of its listing on The Nasdaq Capital Market.
Stock Titan’s platform supplements these filings with AI-powered tools that help interpret complex documents such as 8-Ks and proxy statements. While the underlying filings remain the authoritative source, AI-generated summaries can highlight key terms of financing arrangements, reverse stock split approvals, and governance changes, making it easier to understand how XWELL’s regulatory disclosures relate to its wellness, biosecurity, and capital markets strategies.
XWELL, Inc. is registering for resale up to 138,665,191 shares of Common Stock, consisting of 66,665,957 Conversion Shares issuable upon conversion of Series H convertible preferred stock and 71,999,234 Warrant Shares issuable upon exercise of warrants. These shares are being registered for resale by the selling stockholders; the company will not receive proceeds from resale, although it would receive any cash exercise proceeds from the Warrants. The registration arises from a private placement and related registration rights agreements entered in February 2026 and is intended to permit the selling stockholders to resell their shares from time to time.
XWELL, Inc. reported its financial results for the fiscal year ended December 31, 2025 and provided a corporate update. The company highlighted expansion of its wellness centers beyond airports, including a new Penn Station location in New York and new sites in Florida tied to its Orlando Magic partnership.
XWELL also emphasized its global biosecurity efforts through the Traveler-based Genomic Surveillance Program with the CDC and partners, recently extended for three years. As of December 31, 2025, it reported approximately $2.6 million in cash and cash equivalents and total current assets of about $5.9 million, with no long-term debt.
After year-end, XWELL entered a private placement securities purchase agreement with American Ventures, LLC, generating approximately $31.3 million in gross proceeds. The company plans to use part of this capital to repurchase certain notes, redeem its Series G preferred stock and certain warrants, and fund general corporate purposes and working capital.
XWELL, Inc. files its annual report describing a travel-focused wellness business built around XpresSpa airport spas, XpresTest bio-surveillance, and Naples Wax Center off-airport waxing locations. The company reports prior going-concern doubts have been alleviated after a $31,300 private placement of Series H preferred stock, of which $9,000 was used to repurchase notes and redeem certain securities.
XpresTest’s CDC bio-surveillance contract has expanded into a three-year agreement with a base value of $22,200 and maximum ceiling of $24,800, while Naples Wax has faced operating challenges and impairment charges. XWELL highlights geopolitical risk to its United Arab Emirates airport spas, heavy regulatory burdens, reliance on airport passenger volumes, ACDBE partners, and a skilled licensed workforce, along with identified material weaknesses in internal controls that management is working to remediate.
XWELL, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company says additional time is needed to compile and review supporting documentation and expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The notification is signed by CEO Ezra T. Ernst on March 31, 2026.
XWELL, Inc. investors have filed a Schedule 13D reporting potential beneficial ownership of up to 302,900 shares of common stock, representing 4.99% of the company. This figure is calculated under a contractual “Beneficial Ownership Limitation” that caps how much stock they may beneficially own at any time.
The group, led by American Ventures LLC Series XXIV XWELL and Dominari Holdings Inc., holds 31,333 shares of Series H Convertible Preferred Stock convertible into 66,666,669 common shares and 66,666,669 warrants, plus 5,248,000 additional warrants held by Dominari. All these instruments are subject to the 4.99% cap.
The securities were acquired for investment purposes. The reporting persons state they may discuss potential strategic transactions with XWELL and third parties, including possible merger or acquisition opportunities, but there are currently no definitive agreements to pursue such actions.
XWELL, Inc. reports a Schedule 13G disclosure showing beneficial ownership of 319,000 shares of Common Stock. The filing states this equals 5.5% of the class, based on 5,766,703 shares outstanding as of November 11, 2025. The reporting person, James Joseph McCabe III, discloses sole voting and dispositive power over the 319,000 shares.
XWELL, Inc. completed a private placement of 31,333 shares of Series H Convertible Preferred Stock, initially convertible into up to 66,665,957 shares of common stock, together with warrants to purchase up to 66,665,957 shares of common stock, for aggregate gross proceeds of $31,333,000. Part of these proceeds funded a $9,000,000 repurchase of outstanding Series G preferred stock, related warrants, and senior secured convertible notes held by prior investors. The company also filed a Certificate of Designations creating the Series H preferred stock and a Certificate of Elimination that removed the Series G preferred stock designation, returning 4,000 Series G shares to authorized but unissued status.
XWELL, Inc. director Robert Weinstein reported an equity compensation grant. He acquired 100,000 shares of Common Stock in the form of restricted stock units (RSUs), bringing his reported direct holdings to 215,231 shares after the award.
The 100,000 RSUs will vest on the thirtieth day following the grant date, as long as he continues to be employed by, or provide services to, the company. The grant was conditioned on the closing of a securities purchase agreement dated February 24, 2026, which closed on February 27, 2026.
Lebowitz Michael reported acquisition or exercise transactions in this Form 4 filing.
XWELL, Inc. director Michael Lebowitz reported an equity award of 100,000 shares of Common Stock in the form of restricted stock units (RSUs). These RSUs will vest on the 30th day after the grant date, provided he continues to be employed by or provide services to the company.
The award was granted subject to the closing of a securities purchase agreement dated February 24, 2026, which closed on February 27, 2026. Following this grant, Lebowitz is shown as directly owning 211,122 shares of the company’s common stock.
Ernst Ezra reported acquisition or exercise transactions in this Form 4 filing.
XWELL, Inc. reported that President and CEO Ernst Ezra received a grant of 100,000 restricted stock units (RSUs) representing common stock. These RSUs vest on the 30th day after the grant date, as long as he continues to work for or provide services to the company.
The grant was conditioned on the closing of a securities purchase agreement dated February 24, 2026, with closing occurring on February 27, 2026. After this award, Ezra directly holds 201,130 shares of the company’s common stock.