XWELL, Inc. Files Definitive Proxy Statement

TL;DR

XWELL proxy filed, annual meeting Sept 20. Vote your shares!

AI Summary

XWELL, Inc. filed its definitive proxy statement on August 21, 2024, for its annual meeting of stockholders on September 20, 2024. The filing, designated as DEF 14A, outlines the company's governance and proposals to be voted on by shareholders. XWELL, Inc. was formerly known as XpresSpa Group, Inc. and Form Holdings, Inc.

Why It Matters

This filing is crucial for shareholders as it details the agenda for the upcoming annual meeting, including any proposed changes to the board of directors or corporate policies, and provides information for informed voting.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) for an annual shareholder meeting, not indicating any immediate operational or financial distress.

Key Players & Entities

• XWELL, Inc. (company) — Registrant
• XpresSpa Group, Inc. (company) — Former company name
• Form Holdings, Inc. (company) — Former company name
• September 20, 2024 (date) — Annual meeting date
• August 21, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $2.18 — ium to market, with a purchase price of $2.18 per share, strengthening our financial
• $1.4 m — ds from the offering were approximately $1.4 million, before deducting offering expens
• $0.01 — f the shares of common stock, par value $0.01 per share (the "Common Stock") of XWELL

Filing Documents

• tm2422189d1_def14a.htm (DEF 14A) — 734KB
• tm2422189d1_def14aimg001.jpg (GRAPHIC) — 3KB
• tm2422189d1_def14aimg002.jpg (GRAPHIC) — 26KB
• tm2422189d1_def14aimg003.jpg (GRAPHIC) — 26KB
• image_001.jpg (GRAPHIC) — 250KB
• image_002.jpg (GRAPHIC) — 293KB
• 0001104659-24-091631.txt ( ) — 1560KB

SECURITY OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34 REPORT OF AUDIT COMMITTEE 35 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 36 OTHER MATTERS 37 WHERE YOU CAN FIND MORE INFORMATION 37 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 37 STOCKHOLDER COMMUNICATIONS 37

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 37 SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS AT THE 2025 ANNUAL MEETING 37 ANNEX A – THE TAX BENEFITS PRESERVATION PLAN 39 i XWELL, INC. 254 West 31st Street, 11th Floor New York, New York 10001 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 20, 2024 This Proxy Statement, along with the accompanying Notice of the Annual Meeting of Stockholders, contains information about the 2024 annual meeting of stockholders (including any adjournment, postponement or rescheduling thereof, the "Annual Meeting") of XWELL, Inc. ("XWELL," the "Company," "we," or "us"). The Annual Meeting will be held at 11:00 a.m. Eastern Time on September 20, 2024. The Annual Meeting will be held in a virtual meeting format only, via live audio webcast on the Internet. Stockholders will not be able to attend the Annual Meeting in person. Stockholders will be able to attend the Annual Meeting by first pre-registering at http://viewproxy.com/XWELL/2024 by 11:59 p.m. Eastern Time on September 17, 2024. You will receive a meeting invitation by email with your unique link, along with a password, prior to the meeting date. Only stockholders of record of common stock, par value $0.01 (the “Common Stock”) at the close of business on August 19, 2024 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. The Proxy Statement and the Proxy Card are first being made available to stockholders on or about August 21, 2024. Your vote is being solicited on behalf of the Company's board of directors (the "Board"). At the Annual Meeting, we will ask stockholders to consider the following proposals: 1. To elect Scott R. Milford, Bruce T. Bernstein, Robert Weinstein, Michael Lebowitz and Gaëlle Wizenberg to our Board, each to serve until the 2025 annual meeting of stockholders (the "2025 Annual Meeting") or until his or her respective successor is duly elected an

View Full Filing

View this DEF 14A filing on SEC EDGAR