Source-grounded facts extracted from XWELL, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
XWELL, Inc. reported fiscal year ended December 31, 2025 results: revenue $29.2 million, net income $17.0 million.
“for people on the go, today announced financial results for the year ended December 31, 2025. Recent Operating Highlights ● XWELL delivered 2025 revenue of approximately $29.2 million. ● Total operating expenses decreased by approximately 10% versus the comparable prior year period. ● Cost of sales decreased approximately 13% versus 2024. ● General and”
XWELL, Inc. issued preferred stock.
“On February 26, 2026, the Company filed the Certificate of Designations, thereby creating the Preferred Stock.”
XWELL, Inc. issued Placement Agent Warrants to purchase up to 5,333,277 shares of Common Stock of warrant to Dominari Securities LLC (Placement Agent).
“the Company engaged the Placement Agent to act as an exclusive placement agent in connection with the Private Placement and agreed to, among other things, issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase up to 5,333,277 shares of Common Stock, with the same terms as the Warrants”
XWELL, Inc. issued Warrants to purchase up to 66,665,957 shares of Common Stock of warrant to a certain accredited investor for aggregate gross proceeds of $31,333,000.
“The Company collectively issued 31,333 shares of Preferred Stock initially convertible into up to 66,665,957 shares of Common Stock and Warrants to purchase up to 66,665,957 shares of Common Stock in the Private Placement. The aggregate gross proceeds from the Private Placement were $31,333,000.”
XWELL, Inc. issued 31,333 shares of Preferred Stock of preferred stock to a certain accredited investor for aggregate gross proceeds of $31,333,000.
“The Company collectively issued 31,333 shares of Preferred Stock initially convertible into up to 66,665,957 shares of Common Stock and Warrants to purchase up to 66,665,957 shares of Common Stock in the Private Placement. The aggregate gross proceeds from the Private Placement were $31,333,000.”
XWELL, Inc. entered into Securities Purchase Agreement with a certain accredited investor valued at aggregate gross proceeds of $31,333,000 (effective 2026-02-24).
“on February 24, 2026, XWELL, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain accredited investor for the issuance and sale of (i) shares of the Company’s newly-designated Series H Convertible Preferred Stock”
XWELL, Inc. issued warrants to purchase up to 66,666,669 shares of warrant to a certain accredited investor for initial exercise price of $0.345 per share.
“warrants (“Warrants”) to purchase up to 66,666,669 shares of Common Stock, at an initial exercise price of $0.345 per share”
XWELL, Inc. issued 31,333 shares of preferred stock to a certain accredited investor for gross proceeds ... approximately $31.3 million.
“(the “Closing Date”), subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Private Placement are expected to be approximately $31.3 million, before estimated offering fees and expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for the Repurchase”
XWELL, Inc. entered into Placement Agency Agreement with Dominari Securities LLC valued at Cash fee of 8% of gross proceeds, expense reimbursement up to $250,000, and Placement Agent Warrants (effective 2026-02-24).
“In connection with the Private Placement, pursuant to a placement agency agreement (the “Placement Agency Agreement”), dated as of February 24, 2026, by and between the Company and Dominari Securities LLC (the “Placement Agent”), the Company engaged the Placement Agent to act as an exclusive placement agent in connection with the Private Placement and agreed to (i) pay to the Placement Agent (a) a cash fee equal to 8% of the gross proceeds of the Private Placement and (b) reimbursements and payments of certain expenses, including non-accountable expense allowance equal to 1% of the gross proceeds raised in the Private Placement and reasonable out-of-pocket expenses, not to exceed $250,000, and (ii) issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase up to an aggregate number of shares of Common Stock equal to 8% of the aggregate number of shares of Common Stock underlying the securities issued in the Private Placement, with terms identical to the Warrants”
XWELL, Inc. entered into Private Placement Securities Purchase Agreement with a certain accredited investor (the Purchaser) valued at Issuance and sale of 31,333 shares of Series H Convertible Preferred Stock (convertible into up to 6 (effective 2026-02-24).
“On February 24, 2026, XWELL, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain accredited investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of an aggregate of (i) 31,333 shares of the Company’s newly-designated Series H Convertible Preferred Stock, with a par value of $0.01 per share and a stated value of $1,000 per share, initially convertible into up to 66,666,669 shares of the Company’s common stock (“Conversion Shares”), par value $0.01 per share (“Common Stock”), at an initial conversion price of $0.47 per share (the “Preferred Stock”), subject to adjustment for certain customary adjustments, and (ii) warrants (“Warrants”) to purchase up to 66,666,669 shares of Common Stock, at an initial exercise price of $0.345 per share, subject to adjustment for certain customary adjustments.”
XWELL, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“December 1, 2025, XWELL, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between October 17, 2025, to November 28, 2025, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until June”
XWELL, Inc. issued convertible note to holders of Series G Convertible Preferred Stock for senior secured convertible notes in the aggregate principal amount of $3,387,138.80.
“the Company agreed to exchange a portion of the Company’s outstanding shares of Series G Preferred Stock, including all accrued and unpaid dividends thereon equal to $1,553,806.00 in aggregate Stated Value, held by the Holders, for senior secured convertible notes in the aggregate principal amount of $3,387,138.80”
XWELL, Inc. issued preferred stock to holders of Series G Convertible Preferred Stock.
“the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Designations to (i) reduce the conversion price of the Series G Preferred Stock to $1.00, (ii) remove the restrictive covenant requiring the Company to maintain unencumbered, unrestricted cash and cash equivalents on hand in an amount equal to at least 200% of the shares of common stock, par value $0.01 per share (“Common Stock”), issuable upon conversion of the outstanding shares of Series G Preferred Stock, (iii) amend the definition of “Make-Whole Amount,” such that it now means an amount equal to the amount of additional dividends that would accrue at the dividend rate then in effect assuming for calculation purposes that the Stated Value as of the Closing Date remained outstanding through and including the Maturity Date (as defined in the Certificate of Designations), (iv) add certain anti-dilution provisions such that the Seri”
XWELL, Inc.: Amended Certificate of Designations of Series G Convertible Preferred Stock to reduce conversion price, remove restrictive covenant, amend Make-Whole Amount definition, add anti-dilution provisions, and add acceleration provisions (effective 2025-11-07).
“On November 7, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.”
XWELL, Inc. issued warrant.
“amend and restate the Investors' (i) Series A warrants (the "Amended and Restated Series A Warrants") and (ii) Series B Warrants (the "Amended and Restated Series B Warrants"”
XWELL, Inc. issued preferred stock.
“the Company agreed to exchange a portion of the Company's outstanding shares of Series G Preferred Stock, including all accrued and unpaid dividends thereon equal to $1,553,806.00 in aggregate Stated Value, held by the Investors, for senior secured convertible notes (collectively, the "Notes") in the aggregate principal amount of $3,387,138.80 (collectively, the "Exchange").”
XWELL, Inc.: Lowered stockholder vote requirement for matters other than director elections from majority of voting power of shares present to majority of votes cast (excluding abstentions and broker non-votes), with corresponding change for class votes (effective 2025-07-24).
“On July 24, 2025, the board of directors of XWELL, Inc. (the “ Company ”) approved the first amendment (the “ First Amendment ”) to the Third Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the same date.”
XWELL, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“May 13, 2025, XWELL, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between March 31, 2025, to May 12, 2025, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until November 10, 20”
XWELL, Inc. engaged CBIZ CPAs P.C. as its auditor.
“engaged CBIZ CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025”
XWELL, Inc. dismissed Marcum LLP as its auditor.
“On April 21, 2025, the Company dismissed Marcum as the Company’s independent registered accounting firm”
Thomas Ian Brown was appointed as Chief Financial Officer at XWELL, Inc..
“As of the Brown Effective Date, Mr. Brown shall serve as the Company’s Chief Financial Officer.”
Suzanne Scrabis resigned as Chief Financial Officer at XWELL, Inc..
“Suzanne Scrabis, and effective as January 8, 2025 (the “Scrabis Separation Date”), in connection with Ms. Scrabis’s resignation as the Chief Financial Officer of the Company.”
Ezra T. Ernst was appointed as director at XWELL, Inc..
“Effective as of September 21, 2024, Mr. Ernst shall also serve as a director of the Board”
Ezra T. Ernst was appointed as President and Chief Executive Officer at XWELL, Inc..
“As of the Effective Date, Mr. Ernst shall serve as the Company’s President and Chief Executive Officer.”
Scott R. Milford resigned as director at XWELL, Inc..
“Mr. Milford has also resigned from the Board, as well as the Board of Directors of XpresTest, Inc., Treat, Inc. and GCG Connect LLC, effective as of September 21, 2024.”
Scott R. Milford resigned as President and Chief Executive Officer at XWELL, Inc..
“As of the Effective Date, Scott R. Milford’s employment as the Company’s President and Chief Executive Officer ceased”
XWELL, Inc. reported financial results for the first quarter ended March 31, 2024.
“On May 15, 2024, XWELL, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024, and provided a corporate update.”
XWELL, Inc. reported financial results for fiscal year ended December 31, 2023.
“On April 16, 2024, XWELL, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2023, and provided a corporate update.”
XWELL, Inc. reported that prior financial statements should not be relied upon.
“the Audit Committee concluded that it is appropriate to correct the misapplication of GAAP described above for financial statements for Q3 2023 included in the Third Quarter Quarterly Report, by restating such unaudited financial information because the errors in the financial statements are material to the financial statements for Q3 2023. As a result, unaudited financial statements for Q3 2023 should no longer be relied on.”
Gaëlle S. Wizenberg was appointed as Director at XWELL, Inc..
“On December 13, 2023, the Board appointed Gaëlle S. Wizenberg as a member of the Board to fill the vacancy on the Board which will be created at the effective time of the resignation of Mr. Stout.”
Donald E. Stout resigned as Director at XWELL, Inc..
“On December 13, 2023, Donald E. Stout, a member of the board of directors (the "Board") of XWELL, Inc. (the "Company"), tendered his resignation from his position as a director and as a member of the Company’s audit, compensation and nominating and corporate governance committees, to be effective January 1, 2024.”
XWELL, Inc. reported financial results for the third quarter ended September 30, 2023.
“XWELL, Inc., dated November 14, 2023, announcing certain operating results for the fiscal quarter ended September 30, 2023.”
XWELL, Inc.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2023-09-27).
“On Tuesday, September 26, 2023, XWELL, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”), to implement a one-for-twenty reverse split of its common stock, par value $0.01 (the “Reverse Split”).”
XWELL, Inc. reported financial results for second quarter ended June 30, 2023.
“XWELL, Inc., dated August 14, 2023, announcing certain operating results for the fiscal quarter ended June 30, 2023.”
Omar Haynes changed role as Vice President of Treasury & Finance at XWELL, Inc..
“Omar Haynes, who has been serving as Interim Chief Financial Officer of the Company since June 2022, will remain with the Company and resume his former role as Vice President of Treasury & Finance, effective July 10, 2023.”
Suzanne A. Scrabis was appointed as Chief Financial Officer at XWELL, Inc..
“Suzanne A. Scrabis has been appointed the Chief Financial Officer of the Company, effective July 10, 2023.”
Valerie Lightfoot departed as Chief Financial Officer at XWELL, Inc..
“the employment of Valerie Lightfoot as the Company’s Chief Financial Officer did not commence on June 12, 2023, as previously announced.”
XWELL, Inc. reported financial results for the first quarter ended March 31, 2023.
“Attached hereto as Exhibit 99.1 is a copy of a press release of XWELL, Inc., dated May 15, 2023, announcing certain operating results for the fiscal quarter ended March 31, 2023.”
Omar Haynes changed role as Vice President of Treasury & Finance at XWELL, Inc..
“Omar Haynes, who has been serving as Interim Chief Financial Officer of the Company since June 2022, will remain with the Company and resume his former role as Vice President of Treasury & Finance, effective June 12, 2023.”
Valerie Lightfoot was appointed as Chief Financial Officer at XWELL, Inc..
“Valerie Lightfoot has been appointed the Chief Financial Officer of the Company, effective June 12, 2023.”
XWELL, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2)).
“April 27, 2023, the Company received an extension of 180 calendar days from Nasdaq to regain compliance with the Bid Price Requirement, following the expiration of the initial 180 calendar days period to regain compliance. According to the notification from Nasdaq, the determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency”
XWELL, Inc. reported financial results for the year ended December 31, 2022.
“today reported results for the year ended December 31, 2022.”
XWELL, Inc. reported fiscal year ended December 31, 2022 results: revenue to total approximately $56 million.
“The Company also announced preliminary unaudited financial results for the fiscal year ended December 31, 2022. Selected Preliminary Fiscal Year 2022 Financial Update · Fiscal year 2022 total revenue is projected to total approximately $56 million”
XWELL, Inc. reported financial results for the third quarter ending September 30, 2022.
“NEW YORK, November 10, 2022 -- XWELL, Inc. (Nasdaq: XWEL), a leading global health and wellness holding company, today reported results for the third quarter ending September 30, 2022.”
XWELL, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“October 28, 2022, XWELL, Inc. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for its common stock had been below $1.00 for 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no immediate effect on the listing or trading of the Company’s common s”
Omar A. Haynes was appointed as Interim Chief Financial Officer at XWELL, Inc..
“the Board had appointed Omar A. Haynes as Interim Chief Financial Officer of the Company, which became effective on June 13, 2022.”
James A. Berry departed as Chief Financial Officer at XWELL, Inc..
“the Company announced the separation of service with the Company of James A. Berry, the Chief Financial Officer, effective June 13, 2022.”
Scott R. Milford was appointed as member of the Board at XWELL, Inc..
“The previously reported appointment of Scott R. Milford as a member of the Board with an initial term expiring at the Company’s 2022 Annual Meeting of Stockholders became effective as of January 21, 2022”
Douglas Satzman resigned as director at XWELL, Inc..
“the Separation and Release effectuates Mr. Satzman’s resignation a director of the Company and all of its subsidiaries.”
Douglas Satzman resigned as President and Chief Executive Officer at XWELL, Inc..
“Douglas Satzman resigned as the President and Chief Executive Officer of the Company for personal reasons effective as of January 19, 2022.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.