XWELL, Inc. Files 8-K Detailing Material Agreements & Corporate Changes

TL;DR

XWELL just filed an 8-K - looks like major corporate changes and new deals are happening.

AI Summary

On August 15, 2024, XWELL, Inc. filed an 8-K report detailing several significant events. The company entered into a material definitive agreement, experienced material modifications to the rights of its security holders, and made amendments to its articles of incorporation or bylaws. These actions indicate substantial corporate restructuring or strategic shifts for XWELL, Inc.

Why It Matters

This filing signals significant corporate actions by XWELL, Inc., which could impact its business structure, security holder rights, and future strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, suggesting potentially significant changes that could carry inherent risks.

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's financial year concludes on December 31st.)

Key Players & Entities

• XWELL, Inc. (company) — Registrant
• August 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 20-4988129 (cik) — IRS number
• 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
• $67.3 million — totaling up to as much as approximately $67.3 million of tax reductions. These Tax Attributes
• $7.50 — y (the "Preferred Stock") at a price of $7.50 per one one-thousandth of a share of Pr
• $10.00 — ferential payment of the greater of (a) $10.00 per share (plus any accrued but unpaid
• $0.001 — n whole, but not in part, at a price of $0.001 per Right (the "Redemption Price") paya

Filing Documents

• tm2421867d1_8k.htm (8-K) — 46KB
• tm2421867d1_ex3-1.htm (EX-3.1) — 35KB
• tm2421867d1_ex4-1.htm (EX-4.1) — 305KB
• tm2421867d1_ex99-1.htm (EX-99.1) — 17KB
• tm2421867d1_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-090328.txt ( ) — 683KB
• xspa-20240815.xsd (EX-101.SCH) — 3KB
• xspa-20240815_lab.xml (EX-101.LAB) — 33KB
• xspa-20240815_pre.xml (EX-101.PRE) — 22KB
• tm2421867d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 16, 2024, XWELL, Inc. (the "Company") entered into the Tax Benefits Preservation Plan (the "Plan"), between the Company and Equiniti Trust Company, LLC, as rights agent (the "Rights Agent"). By adopting the Plan, the Board of Directors of the Company (the "Board") is seeking to preserve for the Company's stockholders the value or availability of certain of the Company's tax attributes (the "Tax Attributes"). The Company currently has Tax Attributes which may entitle the Company to either reduce income taxes that may otherwise become due or to seek a refund of income taxes due with respect to the Company's current fiscal 2024 tax year totaling up to as much as approximately $67.3 million of tax reductions. These Tax Attributes may be materially reduced or eliminated by a "change of ownership" of the Company (a "change of ownership") under Section 382 of the Internal Revenue Code (the "Code"). If a change of ownership were to occur, the actual amount of Tax Attributes that could be materially reduced or eliminated would depend upon various factors, including when the change of ownership occurred. Generally, a change of ownership will occur if the percentage of the Company's stock owned by one or more "five percent stockholders" increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last change of ownership experienced by the Company. The Plan is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), or any existing 4.99% or greater holder from acquiring any additional shares of Common Stock without the approval of the Board. This would mitigate the threat that share ownership changes present to the Tax Attributes because changes in ownership by a person owning

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. In connection with the adoption of the Plan, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the "Certificate of Designation"). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on August 15, 2024. See the description of the Plan in Item 1.01 of this Current Report on Form 8-K for a more complete description of the Rights and preferences of the Preferred Stock. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Certificate of Designation herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1.

01. Other Events

Item 8.01. Other Events. On August 16, 2024, the Company issued a press release announcing the adoption of the Plan and the declaration of a dividend of the Rights under the Plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Important Additional Information The Company intends to file a definitive proxy Annual Meeting"). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2024 ANNUAL MEETING. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov . Copies will also be available at no charge at the Company's website at https://www.xwell.com/sec-filings .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Exhibit Description 3.1 Certificate of Designation of Series A Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on August 16, 2024. 4.1 Tax Benefits Preservation Plan, dated as of August 16, 2024, between XWELL, Inc. and Equiniti Trust Company, LLC, as Rights Agent, together with the following exhibits thereto: Exhibit A — Form of Certificate of Designation of Series A Junior Participating Preferred Stock of XWELL, Inc.; Exhibit B — Form of Right Certificate. 99.1 Press Release, dated August 16, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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: August 16, 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