{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-114456","form_type":"8-K","ticker":"XWEL","cik":"0001410428","company_name":"XWELL, Inc.","filed_at":"2026-10-08T00:41:21+00:00","discovered_at":"2026-10-08T10:05:00.341946+00:00","generated_at":"2026-10-12T15:42:36.307166+00:00","sec_items":["9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"XpresTest repurchases 279.5 RSAs for $2.7M ahead of sale; XWELL now owns 100% of subsidiary","bullets":["XpresTest, Inc., a XWELL subsidiary, bought back 279.5 restricted stock awards for about $2.7M cash, or $9,634.09 per share; no XpresTest RSAs remain outstanding.","Chairman Bruce T. Bernstein received $1,030,847.61 for 107 RSAs; CEO Ezra T. Ernst $529,874.94 for 55; CFO Ian Brown $96,340.90 for 10, five of which vested at repurchase.","The $9,634.09 per-share price matches the value Buyer Express Wellness Group and XWELL agreed for the RSAs under the July 6, 2026 Securities Purchase Agreement.","All previously unvested RSAs became fully vested; the other 107.5 shares were held by five current or former employees and service providers.","Paid early with Buyer consent, so these amounts will not count toward XWELL's unpaid sale expenses that would otherwise cut the Buyer's purchase price dollar-for-dollar."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-114456","json":"https://secwatch.observer/filing/0001104659-26-114456.json","markdown":"https://secwatch.observer/filing/0001104659-26-114456.md","text":"https://secwatch.observer/filing/0001104659-26-114456.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1410428/000110465926114456/0001104659-26-114456-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1410428/000110465926114456/tm2621012d3_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T15:42:36.307166+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}