XWELL Sets Virtual Annual Meeting for Sept. 16, Urges Shareholder Vote

TL;DR

**XWEL's virtual annual meeting on September 16th is a critical governance check-in; don't miss your chance to vote and shape the company's future.**

AI Summary

XWELL, Inc. (XWEL) has filed a Definitive Proxy Statement (DEF 14A) on August 8, 2025, for its annual meeting scheduled for September 16, 2025, at 10:00 a.m. Eastern Time. The meeting will be held virtually, allowing stockholders to participate, vote electronically, and submit questions online. This virtual format aims to facilitate broader stockholder attendance and participation without geographical constraints. The filing emphasizes the importance of stockholder votes, regardless of the number of shares owned, and outlines multiple voting methods including proxy card, telephone, internet, or virtual attendance. The company, formerly known as XpresSpa Group, Inc. and Form Holdings, Inc., operates in the personal services sector. Specific financial figures for revenue and net income are not detailed in this particular DEF 14A filing, as it primarily focuses on the logistics and agenda for the upcoming annual meeting rather than financial performance. The strategic outlook, based on this filing, is centered on ensuring robust corporate governance through active stockholder participation in the annual meeting.

Why It Matters

This DEF 14A filing is crucial for XWELL investors as it outlines the process for exercising their voting rights on key corporate governance matters at the September 16, 2025, annual meeting. The virtual format could increase investor engagement, potentially leading to more informed decisions on board elections and other proposals. For employees and customers, strong corporate governance signaled by active shareholder participation can foster stability and confidence in the company's direction. In the competitive personal services sector, transparent and accessible shareholder meetings are vital for maintaining investor trust and demonstrating a commitment to best practices, differentiating XWELL from competitors.

Risk Assessment

Risk Level: low — The risk level is low because this DEF 14A filing is a standard procedural document for an annual meeting, not disclosing new financial risks or operational changes. It primarily details the logistics for the September 16, 2025, virtual annual meeting, which is a routine corporate governance event. There are no specific financial figures or business changes mentioned that would indicate elevated risk.

Analyst Insight

Investors should review the full proxy statement for specific proposals and board nominations, then cast their vote via proxy card, telephone, or internet before the September 16, 2025, annual meeting. Active participation in the virtual meeting is recommended to ask questions and engage directly with management.

Key Players & Entities

• XWELL, Inc. (company) — Registrant and issuer of the DEF 14A filing
• SEC (regulator) — Recipient of the DEF 14A filing
• September 16, 2025 (date) — Date of the Annual Meeting
• August 8, 2025 (date) — Filing date of the DEF 14A
• 10:00 a.m. Eastern Time (time) — Start time of the Annual Meeting
• 254 West 31st Street, 11th Floor, New York, New York 10001 (address) — Business address of XWELL, Inc.
• XpresSpa Group, Inc. (company) — Former name of XWELL, Inc.
• Form Holdings, Inc. (company) — Former name of XWELL, Inc.
• 0001410428 (identifier) — Central Index Key (CIK) for XWELL, Inc.
• 001-34785 (identifier) — SEC File Number for XWELL, Inc.

FAQ

Industry Context

XWELL, Inc. operates in the personal services sector. This sector encompasses a wide range of businesses focused on providing services directly to individuals, such as grooming, wellness, and other personal care offerings. The competitive landscape can vary significantly depending on the specific niche within personal services, with trends often driven by consumer preferences for convenience, wellness, and personalized experiences.

Regulatory Implications

As a publicly traded company, XWELL, Inc. is subject to SEC regulations, including timely filing of proxy statements and adherence to corporate governance standards. The virtual meeting format must comply with rules ensuring equitable access and voting rights for all stockholders.

What Investors Should Do

1. Review the DEF 14A filing thoroughly.
2. Vote your shares.
3. Participate in the virtual annual meeting.

Key Dates

• 2025-09-16: Annual Meeting of Stockholders — Stockholders will vote on company matters, including the election of directors and other proposals. The virtual format aims to increase participation.
• 2025-08-08: Filing of Definitive Proxy Statement (DEF 14A) — Provides detailed information about the annual meeting agenda, proposals, and voting procedures to stockholders.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC, containing information that management must send to shareholders before their annual meeting. (This document is the primary source of information for the annual meeting, outlining proposals and voting instructions.)

Virtual Meeting

A meeting conducted online, allowing participants to attend, vote, and ask questions remotely. (XWELL, Inc. is holding its annual meeting virtually to facilitate broader stockholder attendance and participation.)

Proxy Card

A document authorizing another person to act as one's agent or proxy, typically used for voting shares in a corporation. (Stockholders can use the proxy card to vote their shares if they cannot attend the virtual meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the upcoming annual meeting and does not contain comparative financial performance data against a prior year's filing. Therefore, a direct comparison of key metrics like revenue growth or margin changes is not possible based solely on this document. The focus is on the procedural aspects of the annual meeting and corporate governance rather than historical financial performance.

Key Financial Figures

• $0.01 — ) the shares of common stock, par value $0.01 per share (the "Common Stock") and (ii)

Filing Documents

• tm2521812d3_def14a.htm (DEF 14A) — 580KB
• tm2521812d3_def14aimg001.jpg (GRAPHIC) — 4KB
• tm2521812d3_def14aimg006.jpg (GRAPHIC) — 95KB
• tm2521812d3_def14aimg007.jpg (GRAPHIC) — 133KB
• tm2521812d3_def14aimg004.jpg (GRAPHIC) — 192KB
• tm2521812d3_def14aimg005.jpg (GRAPHIC) — 150KB
• 0001104659-25-075469.txt ( ) — 2582KB
• xwel-20241231.xsd (EX-101.SCH) — 10KB
• xwel-20241231_def.xml (EX-101.DEF) — 3KB
• xwel-20241231_lab.xml (EX-101.LAB) — 35KB
• xwel-20241231_pre.xml (EX-101.PRE) — 6KB
• tm2521812d3_def14a_htm.xml (XML) — 32KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 38 REPORT OF AUDIT COMMITTEE 41 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 42 OTHER MATTERS 43 WHERE YOU CAN FIND MORE INFORMATION 43 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 43 STOCKHOLDER COMMUNICATIONS 43

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS AT THE 2026 ANNUAL MEETING 43 ANNEX A – FORM OF BOARD CLASSIFICATION AMENDMENT A-1 ANNEX B – FORM OF BYLAWS AMENDMENT B-1 ANNEX C – FORM OF REVERSE STOCK SPLIT AMENDMENT C-1 XWELL, INC. 254 West 31st Street, 11th Floor New York, New York 10001 PROXY ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 16, 2025 This Proxy Statement, along with the accompanying Notice of the Annual Meeting of Stockholders, contains information about the 2025 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 Tuesday, September 16, 2025. 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 https://web.viewproxy.com/XWELL/2025 by 11:59 p.m. Eastern Time on September 13, 2025. 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 our (i) common stock, par value $0.01 per share (the "Common Stock") and (ii) Series G Preferred Stock, par value $0.01 per share (the "Series G Preferred Stock"), at the close of business on July 25, 2025 (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 8, 2025. Your vote is being solicited on behalf of the Company's board of directors (the "Board" or the "Board of Directors"). At the Annual Meeting, we will ask stockholders to consider the following proposals: 1. To elect Ezra Ernst, Bruce T. Bernstein, Robert Weins

View Full Filing

View this DEF 14A filing on SEC EDGAR