XWELL, Inc.

DEF 14A 1 tm2422189d1_def14a.htm DEF 14A

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx

Filed by a party other than the Registrant☐

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Under Rule 14a-12

XWELL, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

**254 West 31st Street, 11th Floor

August 21, 2024

Fellow Stockholders,

As consumer behavior continues to evolve post pandemic, we believe that XWELL, Inc. (“XWELL” or the “Company”) is well positioned to serve our customers’ growing interest in wellness—whether in the airport or outside the airport.

Over the past year, we have focused on executing a strategy to capitalize on this opportunity by expanding our footprint in the airport, as well as aggressively growing our Naples wax operation outside the airport. In addition, we’ve made strategic investments in the use of technology and automation to provide more convenient and customized wellness services for travelers on the go, and added additional offerings, such as esthetic facial services to our Naples Wax Centers. Further, we continue to invest in our life sciences and biosurveillance offerings through XpresTest, Inc., in collaboration with the CDC and Ginkgo Bioworks. Through those efforts, we now operate nine biosurveillance stations in seven of the nation’s busiest airports.

I’m pleased with the recent momentum and continue to focus our collective energies on our strategy and go-forward plan, including:

Earlier this month, we also welcomed two new investors via a registered direct offering at a premium to market, with a purchase price of $2.18 per share, strengthening our financial position. The gross proceeds from the offering were approximately $1.4 million, before deducting offering expenses payable. With this expanded investor base and additional funding, we are well positioned to continue growing, innovating and delivering on our strategic plan.

In addition, as you may know, CPC Pain & Wellness SPV, LLC (“CPC SPV”) submitted documents to the Company earlier this year purporting to provide notice (the “Purported Nomination Notice”) of its intent to nominate four director candidates (collectively, the “Purported CPC SPV Nominees”) for election to the Board at the Annual Meeting. The Company informed CPC SPV that the Purported Nomination Notice was invalid due to its failure to comply with the Company’s bylaws. On July 19, 2024, CPC SPV filed a complaint in the Chancery Court of the State of Delaware against the Company and the Board seeking, among other things, declaratory relief that the Purported CPC SPV Nominees can stand for election at the Annual Meeting. Subsequently, CPC SPV decided to withdraw its threatened proxy fight and related lawsuit against the Company in connection with the Annual Meeting. On August 9, 2024, CPC SPV determined to release the scheduled trial dates, irrevocably withdraw the Purported Nomination Notice and the consents of the Purported CPC SPV Nominees to be so nominated by CPC SPV and dismiss the action.

Looking ahead, we are fully focused on delivering on our strategic plan to drive durable, long-term value creation for stockholders and are confident that our Board nominees possess the right professional background, skills, expertise and reputation to serve effectively as directors. We remain committed to improving our operating performance, reaching profitability, and delivering on our long-term strategic priorities at an accelerated pace. By right-sizing our existing business, making smart investments in innovation and optimizing our cost structure, XWELL is positioning itself for both financial and operational growth, now and in the future.

Thank you for your continued support and ownership in XWELL. As always, we appreciate engagement with our stockholders and welcome the opportunity to hear your feedback.

Sincerely,

Scott Milford

Chief Executive Officer

XWELL 2024 Annual Meeting of Stockholders

We appreciate and encourage stockholder participation in the Company’s affairs and are cordially inviting you to attend the Company’s virtual 2024 annual meeting of stockholders (including any adjournment, postponement or rescheduling thereof, the “Annual Meeting”) to be held at 11:00 a.m. Eastern Time on September 20, 2024. Additional details regarding the Annual Meeting, the business to be conducted at the Annual Meeting and information about the Company that you should consider when you vote your shares at the Annual Meeting are described in the accompanying Proxy Statement. The Proxy Statement and the Proxy Card are first being made available to stockholders on or about August 21, 2024.

If you have any questions or require any assistance in voting your shares, or if you would like additional

copies of the proxy materials, please contact our proxy solicitor, Alliance Advisors, LLC:

**254 West 31st Street, 11th Floor

August 21, 2024

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given to the holders of the shares of common stock, par value $0.01 per share (the “Common Stock”) of XWELL, Inc. (the “Company”) of the Company’s 2024 annual meeting of stockholders (including any adjournment, postponement or rescheduling thereof, the “Annual Meeting”).

PURPOSE: At the Annual Meeting, we will ask stockholders to consider the following proposals:

Stockholders may also consider and act upon such other matters as may properly come before the Annual Meeting.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Your vote is being solicited on behalf of the Board. The Board unanimously recommends stockholders vote “FOR” Scott R. Milford, Bruce T. Bernstein, Robert Weinstein, Michael Lebowitz and Gaëlle Wizenberg and “FOR” each of Proposal 2, Proposal 3 and Proposal 4 on the enclosed Proxy Card. The Proxy Statement and the Proxy Card are first being made available to stockholders on or about August 21, 2024.

Only stockholders of record 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 or any adjournment, postponement or rescheduling thereof. At any adjourned, postponed or rescheduled meeting, action with respect to matters specified in this Notice of Annual Meeting of Stockholders may be taken without further notice to stockholders, unless required by law or the Company’s Third Amended and Restated Bylaws.

A list of stockholders of record will be available starting on September 10, 2024, ten days prior to the Annual Meeting, at our headquarters, 254 West 31st Street, 11th Floor, New York, New York 10001. If you would like to view the stockholder list, please contact Cara Soffer, our General Counsel, at 646-389-3412 to schedule an appointment or for alternative arrangements to the extent office access is impracticable. In addition, a list of stockholders of record will be available during the Annual Meeting on the virtual meeting site for inspection by stockholders of record for any legally valid purpose related to the Annual Meeting.

The Board is pleased to nominate each ofScott R. Milford, Bruce T. Bernstein, Robert Weinstein, Michael LebowitzandGaëlle Wizenberg to serve on the Board. It is very important that you vote, regardless of the number of shares you own or whether you are able to attend the Annual Meeting virtually. Please vote as soon as possible, even if you plan to attend the Annual Meeting virtually, to ensure that your shares will be represented. You do not need to attend the Annual Meeting to vote if you vote your shares before the Annual Meeting.

Stockholders of record may vote (i) by completing, signing, dating and promptly returning the enclosed Proxy Card in the postage-paid envelope provided, (ii) via the Internet by following the instructions on the Proxy Card or (iii) by calling the toll-free number found on the enclosed Proxy Card. Stockholders of record may also vote at the Annual Meeting. Instructions regarding these methods of voting are contained in the Proxy Statement and on the Proxy Card. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Annual Meeting.

If you are a beneficial owner of shares and you hold your shares in “street name” with a broker, bank or other nominee, only that entity can vote your shares and only upon its receipt of your specific instructions. Accordingly, please contact the person responsible for your account at such entity and instruct that person to vote on your behalf “FOR” the election of Scott R. Milford, Bruce T. Bernstein, Robert Weinstein, Michael Lebowitz and Gaëlle Wizenberg, “FOR” Proposal 2, “FOR” Proposal 3 and “FOR” Proposal 4. You should also complete, sign, date and promptly return the voting instruction form that your broker, bank or other nominee sends you (or, if applicable, vote by following the instructions supplied to you by your broker, bank or other nominee, including voting via the Internet or by telephone). Please do this for each account you maintain to ensure that all of your shares are voted.

**THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE BOARD’S

NOMINEES—SCOTT R. MILFORD, BRUCE T. BERNSTEIN, ROBERT WEINSTEIN, MICHAEL

LEBOWITZ AND GAËLLE WIZENBERG—USING THE ENCLOSED PROXY CARD.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER YOU PLAN TO ATTEND VIRTUALLY. ACCORDINGLY, WE ENCOURAGE YOU, AS PROMPTLY AS POSSIBLE, TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. GIVING YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE ANNUAL MEETING, BUT WILL HELP ASSURE A QUORUM. ATTENDANCE AT THE ANNUAL MEETING IS LIMITED TO STOCKHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY. FOR IDENTIFICATION PURPOSES, “STREET NAME” STOCKHOLDERS WILL NEED TO OBTAIN A LEGAL PROXY FROM THEIR BROKER, BANK OR OTHER NOMINEE AS OF THE RECORD DATE.

If you have any questions, please contact our proxy solicitor, Alliance:

BY ORDER OF THE BOARD OF DIRECTORS

Sincerely,

Scott R. Milford

President and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING

TO BE HELD VIRTUALLY ON SEPTEMBER 20, 2024

The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023, as amended (the “2023 Annual Report”) are available free of charge for viewing, printing and downloading athttp://viewproxy.com/XWELL/2024. Information on this website, other than the Proxy Statement, is not part of the Proxy Statement.

Additionally, you can find a copy of the Proxy Statement and our 2023 Annual Report on the U.S. Securities and Exchange Commission’s website atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website atwww.xwell.com. Information on these websites, other than the Proxy Statement, is not part of the Proxy Statement. You may also obtain a printed copy of our 2023 Annual Report, including our financial statements, free of charge, from us by sending a written request to: XWELL, Inc., 254 West 31st Street, 11th Floor, New York, New York 10001, Attention: Corporate Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Please complete, sign, date and promptly return the enclosed Proxy Card in the postage-paid envelope provided or vote your shares promptly via the Internet or by telephone by following the instructions on the Proxy Card, so that you may be represented at the Annual Meeting. Instructions are in the Proxy Statement, on the Proxy Card or, if your shares are held in “street name,” on the voting instruction form provided by your broker, bank, or other nominee.

The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement carefully and in its entirety.

If you have any questions or require any assistance in voting your shares, or if you would like additional copies of the proxy materials, please contact our proxy solicitor, Alliance:

TABLE OF CONTENTS

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254 West 31st Street, 11th Floor

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 athttp://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:

Stockholders may also consider and act upon such other matters as may properly come before the Annual Meeting.

YOUR VOTE IS IMPORTANT. WE URGE YOU TO****COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. FOR ADDITIONAL INSTRUCTIONS, PLEASE REFER TO THE ENCLOSED PROXY CARD.

If you have any questions, please contact our proxy solicitor, Alliance Advisors, LLC (“Alliance”):