XWELL, Inc. Changes Fiscal Year End

TL;DR

XWELL just changed its fiscal year end to Dec 31st, effective May 17th.

AI Summary

XWELL, Inc. filed an 8-K on May 21, 2024, reporting a change in its fiscal year end to December 31st. This change is effective as of May 17, 2024. The company was formerly known as XpresSpa Group, Inc. and Form Holdings, Inc.

Why It Matters

Changing the fiscal year end can impact financial reporting cycles and investor expectations regarding earnings releases and other financial disclosures.

Risk Assessment

Risk Level: low — This filing is administrative and does not involve significant financial transactions or operational changes.

Key Numbers

• 1231 — New Fiscal Year End (The company will now close its fiscal year on December 31st.)

Key Players & Entities

• XWELL, Inc. (company) — Registrant
• May 17, 2024 (date) — Effective date of fiscal year change
• December 31 (date) — New fiscal year end
• XpresSpa Group, Inc. (company) — Former company name
• Form Holdings, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share XWEL The Nasdaq Stock Mar

Filing Documents

• tm2415030d1_8k.htm (8-K) — 26KB
• tm2415030d1_ex3-1.htm (EX-3.1) — 132KB
• 0001104659-24-063832.txt ( ) — 359KB
• xspa-20240517.xsd (EX-101.SCH) — 3KB
• xspa-20240517_lab.xml (EX-101.LAB) — 33KB
• xspa-20240517_pre.xml (EX-101.PRE) — 22KB
• tm2415030d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws;

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 17, 2024, the Board of Directors of XWELL, Inc. (the "Company") adopted and approved the third amended and restated bylaws of the Company (the "Amended and Restated Bylaws"), effective as of the same date, to add (i) to Article I, Section 1.2, an orderly process for stockholders to propose business or nominations for the election of directors to be considered at annual meetings (the "advance notice" provisions), (ii) to Article I, Section 1.10, an orderly process for stockholders to request a record date for stockholder action by written consent and (iii) to update certain ministerial items therein, including certain provisions to comply with Rule 14a-9 pursuant to the Securities Exchange Act of 1934, as amended. The advance notice provisions require stockholders to provide advance notice of stockholder proposals or nominations of directors at an annual meeting, and such advance notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders, subject to certain exceptions. In addition, the advance notice provisions require a stockholder who submits a nomination or other proposal to disclose, among other things, information about the interests that the stockholder has related to the Company and its common stock, including interests arising from derivative securities, voting arrangements, understandings or other relationships with the stockholder submitting the nomination or proposal; and with respect to a proposal other than a nomination, a brief description of the business desired to be brought before the meeting, the reasons for such business and the material interests of the stockholder in such business, as well as information about any agreements, arrangements or understandings the s

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 3.1 Third Amended and Restated Bylaws of XWELL, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XWELL, Inc. Date: May 21, 2024 By: /s/ Scott R. Milford Name: Scott R. Milford Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR