XWELL Inc

DEF 14A 1 tm256778d2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

XWELL, Inc.

(Name of Registrant as Specified in its Charter)

N/A

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

Payment of Filing Fee (check the appropriate box):

254 West 31st Street, 11th Floor

New York, New York 10001

February 28, 2025

To the Stockholders of XWELL, Inc.:

You are cordially invited to attend a special meeting (the “Special Meeting”) of the stockholders of XWELL, Inc. (the “Company”), to be conducted in a virtual format only via live audio webcast at 11:00 a.m. Eastern Time, on Thursday, April 10, 2025.

In order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location at no cost, this Special Meeting will be conducted in a virtual format only. Stockholders will not be able to attend the Special Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the live webcast of the Special Meeting by visiting https://web.viewproxy.com/XWELL/2025SMand entering the 11-digit control number found on the enclosed proxy card or voting form. If you encounter any difficulties accessing the virtual Special Meeting, please call the technical support number available on the virtual meeting page on the morning of the Special Meeting.

We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Special Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about February 28, 2025, rather than a paper copy of the proxy statement, the proxy card and other proxy materials. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Special Meeting, after receiving the Notice of Internet Availability, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting at the Special Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the proxy statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote electronically. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting.

Thank you for your support of our Company. I look forward to seeing you at the virtual Special Meeting.

By Order of the Board of Directors,

/s/ Ezra T. Ernst

Ezra T. Ernst

President and Chief Executive Officer

February 28, 2025

Important Notice Regarding The Availability Of Proxy Materials For The STOCKholder Meeting To Be Held On THURSDAY, APril 10, 2025:

Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at:https://web.viewproxy.com/XWELL/2025SM.

254 West 31st Street, 11th Floor

New York, New York 10001

Notice of Special Meeting of Stockholders

to be Held on THURSDAY, APRIL 10, 2025

The special meeting (the “Special Meeting”) of the stockholders of XWELL, Inc., a Delaware corporation (the “Company”), will be held at 11:00 a.m. Eastern Time, on Thursday, April 10, 2025, in a virtual format only via live audio website. We will consider and act on the following items of business at the Special Meeting:

Stockholders are referred to the proxy statement for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board of Directors recommends a vote “FOR” each of the Issuance Proposal, the Board Classification Proposal, the Plan Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal.

In order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location at no cost, this Special Meeting will be conducted in a virtual format only. Stockholders will not be able to attend the Special Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the live webcast of the Special Meeting first registering athttps://web.viewproxy.com/XWELL/2025SMand entering the 11-digit control number found on the enclosed proxy card or voting form. If you encounter any difficulties accessing the virtual Special Meeting, please call the technical support number available on the virtual meeting page on the morning of the Special Meeting.

The Board of Directors has fixed the close of business on February 14, 2025, as the record date (the “Record Date”) for the Special Meeting. Only holders of record of shares of our (i) common stock, par value $0.01 per share (the “Common Stock”) and (ii) Series G Preferred Stock (other than with respect to the Issuance Proposal), in each case, on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting.

A complete list of registered stockholders entitled to vote at the Special Meeting will be available for examination during normal business hours for ten (10) calendar days before the Special Meeting at our address above. To the extent office access is impracticable, please feel free to contact our proxy solicitor, Alliance Advisors, LLC, by calling toll free at 1-833-215-7321 or by email at XWEL@allianceadvisors.com. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the Record Date. The stockholder list will also be available online during the Special Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT. TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING, PLEASE VOTE your shares as promptly as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please see the section entitled “About the SPECIAL Meeting” beginning on page 6 of the proxy statement.

By Order of the Board,

/s/ Ezra T. Ernst

Ezra T. Ernst

President and Chief Executive Officer

February 28, 2025

Table Of Contents

XWELL, Inc.

254 West 31st Street, 11th Floor

New York, New York 10001

Proxy Statement

for

Special Meeting of Stockholders

To be Held on April 10, 2025

Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” the “Company,” or “XWELL” refer to XWELL, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our (i) common stock, par value $0.01 per share (the “Common Stock”) and (ii) Series G Convertible Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), in each case, entitled to vote at the special meeting of stockholders of the Company (the “Special Meeting”); provided, however, that the holders of the Series G Preferred Stock are not entitled to vote for the Issuance Proposal (as defined below).

Your proxy is solicited by the Board of Directors (the “Board”) on behalf of XWELL, Inc. to be voted at the Special Meeting to be held on April 10, 2025, at the time and virtual location and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Special Meeting. In order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location at no cost, this Special Meeting will be conducted in a virtual format only. Stockholders will not be able to attend the Special Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the live webcast of the Special Meeting.

Our executive offices are located at, and our mailing address is 254 West 31st Street, 11th Floor, New York, New York 10001.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON April 10, 2025:

As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this proxy statement and the proxy card available to stockholders electronically via the Internet at the following website:https://web.viewproxy.com/XWELL/2025SM. On or about February 28, 2025, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also, on or about February 28, 2025, we will begin mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.