XWELL, Inc.
For the period ended Mar 31, 2026. Filed May 20, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 20, 2026
XWEL$0.59+2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001104659-25-112636
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-20.
0001104659-26-064495
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 69 current paragraphs.
28 unchanged; 13 reworded; 28 added; 47 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 18 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
February 2026 Private Placement
Current report
On February 24, 2026, the Company entered into the February 2026 Purchase Agreement with the a certain accredited investor (the “February 2026 Purchaser”) for the issuance and sale in a private placement of an aggregate of (i) 31,333 shares of the Company’s newly-designated Series H Convertible Preferred Stock, par value of $0.01 per share and a stated value of $1,000 per share (the “Series H Preferred Stock”), initially convertible into up to 66,665,957 shares of common stock (the “Series H Conversion Shares”), at an initial conversion price of $0.47 per share, subject to adjustment for certain customary adjustments, and (ii) the warrants (the “Series H Warrants”) to purchase up to 66,665,957 shares of common stock, at an initial exercise price of $0.345 per share, subject to adjustment for certain customary adjustments, for aggregate gross proceeds of approximately $31,300. The Series H Warrants expire three years from the date of issuance. The February 2026 Private Placement closed in two tranches, with 30,832 shares of Series H Preferred Stock and 65,600,000 Series H Warrants issued on February 27, 2026 (the “First Closing”), and 501 shares of Series H Preferred Stock and
Current report
1,065,957 Series H Warrants issued on March 3, 2026 (the “Second Closing”, and collectively with the First Closing, the “Closing”).
Current report
In connection with the February 2026 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 February 2026 Private Placement and agreed to (i) pay to the Placement Agent (a) a cash fee equal to 8% of the gross proceeds of the February 2026 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 February 2026 Private Placement and reasonable out-of-pocket expenses, not to exceed $250, 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 February 2026 Private Placement, with terms identical to the Series H Warrants, except that the Series H Placement Agent Warrants have a term of five (5) years from the date of issuance. The Placement Agency Agreement contains customary representations, warranties and agreements of the parties, and customary indemnification obligations of the Company.
Current report
In connection with the February 2026 Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the February 2026 Purchaser and the Placement Agent, pursuant to which the Company has agreed to prepare and file a registration statement with the SEC registering the resale of the shares of common stock underlying the Series H Preferred Stock and shares of common stock underlying the Series H Warrants and the Series H Placement Agent Warrants no later than the earlier of (a) 50 days after the later of (1) the closing date of the February 2026 Private Placement or (2) the Escrow Release Date (as defined in the Registration Rights Agreement) and (b) the second trading day following the date on which the Company files its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Filing Deadline”), and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days following the Filing Deadline (or 90 days following the Filing Deadline in the event of a “full review” by the SEC). Such registration statement was filed on April 1, 2026, with the SEC and declared effective on April 15, 2026.
Current report
The Company used the net proceeds from the February 2026 Private Placement, in part, to repurchase certain outstanding indebtedness, redeem previously issued preferred equity and warrants in the Repurchase (see below February 2026 Omnibus Agreement).
Current report
February 2026 Omnibus Agreement
Current report
On February 24, 2026, the Company entered into the Omnibus Agreement, by and between the Company and January 2025 Investors, pursuant to which, the Company agreed to (i) repurchase from the January 2025 Investors $3,468 of aggregate principal amount of the Notes, representing the entire outstanding principal amounts of the Notes and any accrued and unpaid interest thereon, (ii) redeem 196 shares of Series G Preferred Stock held by the January 2025 Investors, with an aggregate Stated Value of $196 and $27 of accrued and unpaid dividends thereon, representing all outstanding shares of Series G Preferred Stock, and (iii) redeem all Amended and Restated Warrants held by the January 2025 Investors, representing all outstanding Series A Warrants and Series B Warrants, for an aggregate cash purchase price of $9,000 (collectively, the “Repurchase”). The Repurchase closed on March 2, 2026.
Current report
On March 4, 2026, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with respect to its Series G Preferred Stock, with the Delaware Secretary of State. The Certificate of Elimination (i) eliminates the previous designation of 4,000 shares of Series G Preferred Stock, none of which were outstanding at the time of filing, (ii) causes such shares of Series G Preferred Stock to resume the status of authorized but unissued shares of preferred stock of the Company and (iii) eliminates all reference to the Series G Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation, as amended.
Current report
Series H Preferred Stock
Current report
The terms of the Series H Preferred Stock are set forth in the Series H Certificate of Designations. The shares of Series H Preferred Stock are convertible into the Conversion Shares at the election of the holders of the Series H Preferred Stock
Current report
A Holder of the Series H Preferred Stock may not convert any portion of the Series H Preferred Stock to the extent that the Holder, together with its affiliates, would beneficially own more than 4.99% of the Company’s outstanding shares of Common Stock immediately after conversion, except that upon at least 61 days’ prior notice from the Holder to the Company, the Holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.
Current report
Pursuant to the Series H Certificate of Designations, so long as any shares of the Series H Preferred Stock are outstanding, the Company may not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Required Holders (as defined in the Certificate of Designations). In the event that dividends are consented to by the Required Holders, the Holders of the Series H Preferred Stock shall be entitled to receive dividends on shares of the Series H Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends may be paid on shares of the Series H Preferred Stock.
Current report
Except as otherwise provided in the Series H Certificate of Designations or as otherwise required by law, the Series H Preferred Stock will have no voting rights except as provided by law. However, as long as any shares of Series H Preferred Stock are outstanding, the Company may not, without the affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the Required Holders, voting together as a single class, (a) amend or repeal any provision of, or add any provision to, its charter documents, including, without limitation, its Certificate of Incorporation or bylaws, the Series H Certificate of Designation, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, in each case, only if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series H Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of shares of the Series H Preferred Stock; (c) create or authorize (by reclassification or otherwise) any new class or series of shares that has a preference over the Series H Preferred Stock with respect to dividends or the distribution of assets on the liquidation, dissolution or winding up of the Company; (d) pay dividends or make any other distribution on any shares of any capital stock of the Company junior in rank to the Series H Preferred Stock; or (e) whether or not prohibited by the terms of the Series H Preferred Stock, circumvent a right of the Series H Preferred Stock.
Current report
There is no established public trading market for the Preferred Stock and the Company does not intend to list the Series H Preferred Stock on any national securities exchange or nationally recognized trading system.
Current report
Cost of sales
Current report
General and administrative expenses
Current report
Cost of sales
Current report
The decrease in cost of sales of $1,419 or 25%, for the three months ended March 31, 2026, was primarily driven by the absence of costs associated with the HyperPointe segment, which ceased operations as of December 31, 2025. As a result, the Company experienced lower labor and related operating costs due to reduced sales activity and a smaller workforce compared to the prior period.
Current report
The increase in depreciation and amortization of approximately $6 or 4% for the three months ended March 31, 2026, was not individually significant and was primarily attributable to normal changes in the Company’s depreciable asset base compared to the three months ended March 31, 2025.
Current report
General and administrative expenses
Current report
The increase of approximately 76% for the three months ended March 31, 2026, was primarily attributable to increased franchise tax expense, stock-based compensation related to shares granted and vested during the three months ended March 31, 2026, and higher consulting expenses, including amounts related to a related party consulting agreement (see Note 14), as well as higher legal and accounting fees. These increases were partially offset by a decrease in salaries and benefits expense compared to the three months ended March 31, 2025.
Current report
Other non-operating expenses
Current report
Interest (expense) income, net
Current report
The decrease of $101 for the three months ended March 31, 2026 was primarily driven by a reduction in interest income and the recognition of interest expense in the current period. In 2025, the Company earned approximately $51 of interest income on its Citi money market account, which has declined due to lower cash balances. In 2026, the Company incurred approximately $52 of interest expense related to a note payable.
Current report
Cash and Liquidity Analysis
Current report
The increase in liquidity during the period was primarily attributable to proceeds from a private placement of Series H Convertible Preferred Stock with accompanying warrants completed in February 2026 (the “February 2026 Private Placement”), which generated net proceeds of $28,269. During the three months ended March 31, 2026, the Company used approximately $9,000 of these proceeds to repurchase outstanding Series G Preferred Stock, certain convertible notes, and related warrants as part of a strategic effort to simplify its capital structure and reduce future financing obligations. The remaining proceeds were used to support general corporate purposes and working capital needs.
Current report
As of the date of this Quarterly Report on Form 10-Q, the Company believes it has sufficient liquidity to fund its operations and meet its obligations for at least the next twelve months.
Removed paragraphs (47)
Previous report
Treat, which is operating through XWELL’s subsidiary Treat, Inc. (“Treat”) is a wellness brand that provides access to wellness services for travelers at on-site centers. In April 2024, the decision was made to close the location in the Salt Lake City International Airport. In the first quarter of 2025, the decision was made to convert the final remaining Treat
Previous report
location at JFK International Airport in New York City to an XWELL location. As of Q2 2025, all Treat locations have been converted to XWELL.
Previous report
Exchange Agreement
Previous report
On November 3, 2025, we entered into a Securities Exchange and Amendment Agreement (the “Exchange Agreement”) with certain accredited investors (the “Investors”), pursuant to which we agreed to exchange a portion of our outstanding Series G Convertible Preferred Stock (the “Series G Preferred Stock”), including accrued and unpaid dividends thereon, with an aggregate stated value of approximately $1.6 million, for senior secured convertible notes (the “Notes”) in an aggregate principal amount of approximately $3.4 million. The Notes are secured by first-priority liens on substantially all of our and our subsidiaries’ assets, bear interest at 8.0% per annum, compounded quarterly, mature approximately three years and four months after issuance, and are convertible into shares of common stock (the “Exchange”). See “Going Concern and Liquidity – Senior Secured Convertible Notes.”
Previous report
In connection with the Exchange, we also filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Designations for the Series G Convertible Preferred Stock (the “Certificate of Designations”). The Certificate of Amendment amends the Certificate of Designations to (i) reduce the conversion price of the Series G Preferred Stock (the “Series G Conversion Price”) to $1.00, (ii) remove the restrictive covenant requiring us to maintain unencumbered, unrestricted cash and cash equivalents on hand in an amount equal to at least 200% of the shares of 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 Series G Conversion Price will be subject to price-based adjustment in the event of any issuances of common stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable Series G Conversion Price (subject to certain exceptions), (v) add certain provisions such that the Company and the holder of the shares of Series G Preferred Stock may agree to accelerate the conversion of such shares (including any Deferral Amounts (as defined in the Certificate of Designations)) at a conversion price equal to the lower of (i) the Installment Conversion Price (as defined in the Certificate of Designations) applicable to the current Installment Date and (ii) the greater of the Floor Price and (x) 80% of the dollar volume-weighted average price (“VWAP”) of the Common Stock immediately prior to such acceleration, and (y) the average three daily VWAP during the thirty consecutive trading day immediately prior to such acceleration. The closing of the Exchange occurred on November 5, 2025. Additionally, in connection with the Exchange, the Company and the Investors agreed to amend and restate the Warrants to (i) reduce the exercise price of the Warrants to $1.00, and (ii) add certain anti-dilution provisions such that the exercise price of the Warrants will be subject to price-based adjustment in the event of any issuances of common stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable exercise price.
Previous report
The decrease in cost of sales of $517 or 8%, for the three months ended September 30, 2025, was primarily driven by decrease in product costs, as the agreement for clockwork manicure machines was no longer active, and decrease in labor due to store closures in XpresSpa and less surge billing for CDC testing, for the three months ended September 30, 2025 as compared to three months ended September 30, 2024. The increase in total cost of sales as a percentage of revenue for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 was driven by higher cost of supplies purchased for current and anticipated store openings in 2025.
Previous report
The decrease in depreciation and amortization of approximately $31 or 12% for the three months ended September 30, 2025 was primarily due to fewer long-lived assets available for depreciation and amortization in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due the impairment of long-lived assets which occurred at the end of fiscal year 2024.
Previous report
Impairment/loss on disposal of assets
Previous report
The increase in impairment of long-lived assets of approximately $122 for the three months ended September 30, 2025, was primarily due to the impairment of long-lived assets that occurred in the three months ended September 30, 2025. The increase in impairment of operating lease right-of-use assets of approximately $359 for the three months ended September 30, 2025 was primarily due to the impairment of a remaining lease for XWELL Studios that occurred in the three months ended September 30, 2025. The decrease in loss on disposal of assets of approximately $145 was primarily due to abandoned projects that occurred in the three months ended September 30, 2024.
Previous report
The decrease of approximately 76% was primarily due to the decrease in accounting, legal and public company costs and the Company’s recognition of a $2,338 employee retention credit reduced in general and administrative expenses, for the three months ended September 30, 2025 as compared to three months ended September 30, 2024.
Previous report
Other non-operating expense, net
Previous report
Interest income, net
Previous report
The increase of $390 was primarily driven by the recognition of $473 in interest income associated with the employee retention credit. This was partially offset by lower interest earned on cash balances during the period.
Previous report
Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
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Revenue
Previous report
The decrease in revenue of $4,374 or 17%, for the nine months ended September 30, 2025, was primarily due to the nine months ended September 30, 2024 having additional CDC revenue for XpresTest and additional XpresSpa revenue driven by Priority Pass revenue, which was a new revenue stream, for the nine months ended September 30, 2024 as compared to nine months ended September 30, 2025. For XpresSpa, specifically, the additional revenue generated in 2024 was from providing more services to airports above the base contract amounts, which resulted in increased surge billing prices.
Previous report
The decrease in cost of sales of $1,163 or 6%, for the nine months ended September 30, 2025, was primarily driven by decrease in product costs, as the agreement for clockwork manicure machines was no longer active, and decrease in labor due to store closures in XpresSpa and less surge billing for CDC testing, for the nine months ended September 30, 2025 as compared to nine months ended September 30, 2024. The increase in total cost of sales as a percentage of revenue for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was driven by higher cost of supplies purchased for current and anticipated store openings in 2025.
Previous report
Depreciation and amortization
Previous report
The decrease in depreciation and amortization of approximately $131 or 19% for the nine months ended September 30, 2025, was primarily due to fewer long-lived assets available for depreciation and amortization in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due the impairment of long-lived assets which occurred at the end of fiscal year 2024.
Previous report
Impairment/loss on disposal of assets
Previous report
The decrease in impairment of long-lived assets of approximately $530 for the nine months ended September 30, 2025, was primarily due to the impairment of long-lived assets that occurred in the nine months ended September 30, 2024. The increase in impairment of operating lease right-of-use assets of approximately $359 for the nine months ended September 30, 2025 was primarily due to the impairment of a remaining lease for XWELL Studios that occurred in the nine months ended September 30, 2025. The decrease in loss on disposal of assets of approximately $164 was primarily due to abandoned projects that occurred in the nine months ended September 30, 2024.
Previous report
The decrease of approximately $5,165 or 34% for the nine months ended September 30, 2025, was primarily due to the decrease in accounting, legal and public company costs and the Company’s recognition of an employee retention credit (ERC) reduced in general and administrative expenses, for for the nine months ended September 30, 2025 as compared to nine months ended September 30, 2024.
Previous report
Other non-operating expense, net
Previous report
Change in fair value of warrants, derivatives, and loss on issuance of preferred stock
Previous report
The change in fair value of warrants and derivatives is due to an decrease in the Company’s stock price after entering into the January 2025 Purchase Agreement. The loss on issuance is due to the initial fair value of the Series G Preferred Stock exceeding the fair value of the proceeds received.
Previous report
Interest income, net
Previous report
The increase of $387 for the nine months ended September 30, 2025, was primarily due to having less cash in interest bearing accounts and interest paid towards employee retention credits.
Previous report
Going Concern and Liquidity
Previous report
Our primary liquidity and capital requirements are for the maintenance of our current XpresSpa locations and brand, as well as the expansion outside the airports. During the nine months ended September 30, 2025, we used net cash of $8,671 to fund our operating activities.
Previous report
In order to have sufficient cash to fund our operations in the future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be successful in doing so. If we are unable to raise sufficient capital to fund our operations, we may need to delay, reduce or eliminate certain of our operations, sell some or all of our assets or merge with another entity.
Previous report
As of the date of this Quarterly Report on Form 10-Q, we do not currently have sufficient available liquidity to fund its operations for at least the next 12 months. These conditions and events raise substantial doubt about our ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued.
Previous report
Nasdaq Minimum Bid Price Rule
Previous report
On May 13, 2025, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days between March 31, 2025, to May 12, 2025, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to the Minimum Bid Price Rule.
Previous report
On August 7, 2025, we received the Letter from the Listing Qualifications Department of Nasdaq stating that for the last 16 consecutive business days, from July 16, 2025, to August 6, 2025, the closing bid price of our common stock had been at or greater than $1.00 per share. Accordingly, we have regained compliance with the Minimum Bid Price Rule and per the Letter, the matter is now closed.
Previous report
Senior Secured Convertible Notes
Previous report
In connection with the Exchange, on November 5, 2025, we issued the Notes to the Invesotrs.. The Notes will mature on the date that is three years and four months from the date of issuance, which may be extended as set forth in the Notes. The Notes bear an interest rate of 8.0% per annum compounded each quarter, which are payable in arrears (i) on the first trading day of each quarter beginning February 2, 2026, in cash, (ii) on each Interest Date occurring on an Installment Date (as defined in the Notes), payable by way of inclusion of the interest in the applicable Installment Amount (as defined
Previous report
in the Notes), (iii) prior to the First Installment Date (as defined herein), payable by way of inclusion of interest in the Conversion Amount (as defined in the Notes) on each conversion date occurring prior to the First Installment Date, or (iv) upon any redemption or any required payment upon any Event of Default (as defined in the Notes). Upon the occurrence and during the continuance of an Event of Default, the Notes accrue interest at the rate of 15% per annum.
Previous report
The Company is required to redeem the outstanding principal amount of the Notes in quarterly installments beginning on April 1, 2026 (the “First Installment Date”) in accordance with the schedule set forth in the Note. The Installment Amounts (as defined in the Notes) are redeemable, at the Company’s election, in cash at 107% of the applicable Installment Redemption Amount, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Note Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty consecutive trading day period ending and including the trading day immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined in the Notes), and in each case subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events.
Previous report
Upon any conversion or redemption of the Notes, the holders of the Notes are also entitled to receive interest make-whole payments, equal to an amount of additional interest that would accrue under Notes at the interest rate then in effect assuming that for calculation purposes, the outstanding principal balance remained outstanding through and including the Notes Maturity Date.
Previous report
The Notes include certain events of defaults, including, among other things, the suspension from trading or the failure of the Company’s common stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive trading days and the Company’s failure to pay any amounts due to the holders of the Notes when due. The Notes contain certain restrictive covenants, including, among other things, requiring the Company to (A) maintain unencumbered, unrestricted cash and cash equivalents on hand in amount equal to at least $1,000,000, and (B) deposit an amount equal to $1,350,000 into a newly established segregated deposit account, which may be reduced proportionally on a dollar-for-dollar basis as (i) the outstanding principal of the applicable Note is redeemed, converted or otherwise repaid in accordance with such Note, or (ii) the outstanding shares of Series G Preferred Stock are redeemed, converted or otherwise repaid in accordance with the Certificate of Designations.
Showing the first 40 of 47 passages. Open the source sections for the rest.
Reworded paragraphs (13)
Previous wording
As of September 30, 2025, there were 17 domestic XpresSpa locations in total comprised of 16 Company-owned locations and one franchise. The Company also had 11 international locations operating as of September 30, 2025, including two XpresSpa locations in the Dubai International Airport in the United Arab Emirates, one XpresSpa location in the Zayad International Airport in Abu Dhabi, United Arab Emirates, four XpresSpa locations in the Schiphol Amsterdam Airport in the Netherlands and four XpresSpa locations in the Istanbul Airport in Turkey.
Current wording
As of March 31, 2026, there were 16 domestic XpresSpa locations in total. The Company also had nine international locations operating as of March 31, 2026, including two XpresSpa locations in the Dubai International Airport in the United Arab Emirates, one XpresSpa location in the Zayad International Airport in Abu Dhabi, United Arab Emirates, two XpresSpa locations in the Schiphol Amsterdam Airport in the Netherlands and four XpresSpa locations in the Istanbul Airport in Turkey.
Previous wording
The program was renewed through August 2024. The revenue to XpresTest from such one-year extension totaled approximately $7,044. In January 2024, the program funding and scope were expanded, a revenue increase of $4,000, to an estimated $11,044 in revenue for XpresTest with new collection locations at U.S. international airports and the roll out of multi-pathogen testing across the program. In July 2024, the contract was further amended to extend the time period for services by two weeks (extension period August 12, 2024 to August 25, 2024). An increase of $293 in revenue for the two week extension brought total revenue to $11,337. The program was again extended in August 2024 through February 25, 2025. The funding was expanded with a revenue increase of $3,763, to an estimated $15,100 in revenue for XpresTest. In February 2025, the program was extended through a three-year contract with a total base value of $22.2 million over three years, and a maximum ceiling value of $24.8 million within the same timeframe.
Current wording
The program was renewed through August 2024. The revenue to XpresTest from such one-year extension totaled approximately $7,044. In January 2024, the program funding and scope were expanded, a revenue increase of $4,000, to an estimated $11,044 in revenue for XpresTest with new collection locations at U.S. international airports and the roll out of multi-pathogen testing across the program. In July 2024, the contract was further amended to extend the time period for services by two weeks (extension period August 12, 2024 to August 25, 2024). An increase of $293 in revenue for the two week extension brought total revenue to $11,337. The program was again extended in August 2024 through February 25, 2025. The funding was expanded with a revenue increase of $3,763, to an estimated $15,100 in revenue for XpresTest. In February 2025, the program was extended through a three-year contract with a total base value of $22,200 over three years, and a maximum ceiling value of $24,800 within the same timeframe.
Previous wording
XWELL’s subsidiary Naples Wax, LLC, d/b/a Naples Wax Centers (“Naples Wax Center” or “Naples Wax”) which was acquired on September 12, 2023, for a purchase price of $1,624, operates a group of upscale hair removal locations with core products and service offerings from face and body waxing to a range of skincare and cosmetic products. The acquisition of Naples Wax Center is intended to enable us to move beyond our airport client base with a business that can be adapted to a larger wellness platform while also growing our retail footprint to serve our long-term financial goals.
Current wording
XWELL’s subsidiary Naples Wax, LLC, d/b/a Naples Wax Centers (“Naples Wax Center” or “Naples Wax”) operates a group of upscale hair removal locations with core products and service offerings from face and body waxing to a range of skincare and cosmetic products. Naples Wax Center is intended to enable us to move beyond our airport client base with a business that can be adapted to a larger wellness platform while also growing our retail footprint to serve our long-term financial goals.
Previous wording
Although we recognize four segments of business, we believe there is opportunity to leverage a segment of our products and services across our platform of brands. Additionally, we are expanding our retail strategy, not only adding more products for sale but aligning those products more efficiently to our service offerings. This product strategy includes, for example, adding muscle relaxation patches to a neck or back massage to continue treatment after the delivery of the service.
Current wording
Although we recognize three segments of business, we believe there is opportunity to leverage a segment of our products and services across our platform of brands. Additionally, we are expanding our retail strategy, not only adding more products for sale but aligning those products more efficiently to our service offerings. This product strategy includes, for example, adding muscle relaxation patches to a neck or back massage to continue treatment after the delivery of the service.
Previous wording
The Notes are convertible into shares of Common Stock at the election of the holder at any time at an initial conversion price of $1.00 per share (the “Note Conversion Price”). The Note Conversion Price will be subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like (subject to certain exceptions). Additionally, the Note Conversion Price will be subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Note Conversion Price (subject to certain exceptions).
Current wording
(the “Holders”) at any time at an initial conversion price of $0.47 per share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like.
Previous wording
We recognize revenue from the sale of XpresSpa, Treat and Naples Wax services when they are rendered at our stores and from the sale of products at the time goods are purchased at our stores or online (usually by credit card), net of discounts and applicable sales taxes.
Current wording
We recognize revenue from the sale of XpresSpa and Naples Wax services when they are rendered at our stores and from the sale of products at the time goods are purchased at our stores or online (usually by credit card), net of discounts and applicable sales taxes.
Previous wording
The decrease in revenue of $1,077 or 13%, was primarily due to the three months ended September 30, 2024 having additional CDC revenue for XpresTest for the three months ended September 30, 2024 as compared to three months ended September 30, 2025, which did not have such additional CDC revenues for XpresTest. For XpresSpa, specifically, the additional revenue generated in 2024 was from providing more services to airports above the base contract amounts, which resulted in increased surge billing prices.
Current wording
The decrease in revenue of $385 or 5%, for the three months ended March 31, 2026, was primarily driven by the absence of revenues from the HyperPointe segment, which ceased operations as of December 31, 2025. Additionally, for XpresTest, specifically, there were additional revenues generated in three months ended March 31, 2025 from providing services to airports above the base contract amounts, which resulted in increased surge billing prices.
Previous wording
The increase in foreign exchange loss of $60 was primarily due to the fluctuation of the foreign exchange rate in Turkey, creating a remeasurement loss on our lease liability. The decrease in other non-operating expense of $9, net was primarily driven by a decrease in finance expenses related to bank fees and charges.
Current wording
The decrease in foreign exchange loss of $532 was primarily due to the fluctuation of the foreign exchange rate in Turkey, creating a remeasurement gain on our lease liability. The decrease in other non-operating expense of $7, net was primarily driven by a decrease in finance expenses related to bank fees and charges.
Previous wording
The change in fair value of derivatives is due to a decrease in the Company’s stock price after entering into the Securities Purchase Agreement, dated as of January 14, 2025, by and between the Company and the investors named therein (the “January 2025 Purchase Agreement”).
Current wording
The increase in the loss on change in fair value of derivative liability of $5,442 is primarily due to the issuance of convertible notes on November 10, 2025 which contained embedded features meeting the definition of a derivative and requiring bifurcation; the bifurcated derivative of these notes increased by $5,624 during the three months ended March 31, 2026 due to an increase in the Company’s stock price. The decrease in the change in fair value of warrant liability of $2,590 was due to the reclassification of the Company’s outstanding warrants from liability to equity in connection with the amendment on May 16, 2025; after reclassification, the warrants were no longer subject to remeasurement each reporting period with changes in fair value recognized in earnings, and thus no change in fair value of warrant liability was recorded for the three months ended March 31, 2026. The loss on issuance of Series G Preferred Stock during the three months ended March 31, 2025 was associated with the Securities Purchase Agreement dated as of January 14, 2025, by and between the Company and the investors named therein (the “January 2025 Purchase Agreement”); there was no such transaction or loss during the three months ended March 31, 2026.
Previous wording
Substantial doubt has been expressed about our ability to continue as a going concern as we have suffered recurring losses from operations and have insufficient liquidity to fund our future operations. If we are unable to improve our liquidity position, we may not be able to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment. As of September 30, 2025, we had cash and cash equivalents of $3,987 (excluding restricted cash), $237 in marketable securities, and total current assets of $10,814. Our total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, accrued preferred payments payable, and operating lease liabilities was $10,056 as of September 30, 2025, and $9,224 as of December 31, 2024. The working capital surplus was $758 as of September 30, 2025, compared to a working capital surplus of $6,113 as of December 31, 2024.
Current wording
As of March 31, 2026, the Company had cash and cash equivalents of $16,800 (excluding restricted cash), $7 in marketable securities, and total current assets of $19,747. The Company’s total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, and operating lease liabilities was $8,389 as of March 31, 2026, and $12,892 as of December 31, 2025. The working capital surplus was $11,358 as of March 31, 2026, compared to a working capital deficit of $6,982 as of December 31, 2025.
Previous wording
The Company has taken actions to improve its overall cash position, right sizing its corporate structure and streamlining its operations, while at the same time the Company is aggressively trying to get the company to profitability which the Company believes will strengthen the Company’s stock price and put the Company in a stronger position to be able to raise capital in 2025 and beyond. The Company is aggressively pursuing strategic partnerships that the Company expects will further strengthen the long-term profitability of the business, which puts the Company in a position of strength as the Company raises more capital.
Current wording
The Company has taken actions to improve its overall cash position, right sizing its corporate structure and streamlining its operations, while at the same time the Company is aggressively trying to get the company to profitability. The Company continues to pursue strategic partnerships that the Company expects will further strengthen the long-term profitability of the business.
Previous wording
There have been no material changes to our critical accounting estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2024 Annual Report except as covered below:
Current wording
There have been no material changes to the Company’s critical accounting estimates from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Ongoing conflicts in Russia and Ukraine, and Israel and Palestine, including related sanctions and countermeasures, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. We may not be able to raise sufficient additional capital and may tailor our business and operations based on the amount of funding we are able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful. Our ability to operate depends upon a large number of airplane travelers with the propensity for health and wellness, and in particular spa treatments and products, spending significant time post-security clearance check points at airports. The number of airline travelers at any given time is volatile and subject to change based on various conditions, including but not limited to market and other conditions, prices of travel fare, and oil and gas prices. Additionally, the US government shutdown, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariffs, international trade
Current wording
Ongoing conflicts in Russia and Ukraine, the Middle East, and Israel and Palestine, including related sanctions and countermeasures, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. We may not be able to raise sufficient additional capital and may tailor our business and operations based on the amount of funding we are able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful. Our ability to operate depends upon a large number of airplane travelers with the propensity for health and wellness, and in particular spa treatments and products, spending significant time post-security clearance check points at airports. The number of airline travelers at any given time is volatile and subject to change based on various conditions, including but not limited to market and other conditions, prices of travel fare, and oil and gas prices. Additionally, the US government shutdown, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariffs, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The increase in foreign exchange loss of $917 was primarily due to the fluctuation of the foreign exchange rate in Turkey, creating a remeasurement loss on our lease liability. The decrease in other non-operating expense of $73, net was primarily driven by a decrease in finance expenses related to bank fees and charges.
Previous report — wording carried elsewhere
The following is a summary of the transactions included in other non-operating expense, net for the nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business.