XWELL, Inc.

DEF 14A 1 tm2621012d2_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

(Name 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

October 8, 2026

To the Stockholders of XWELL, Inc.:

On July 6, 2026, XWELL, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with XpresSpa Holdings, LLC (“XpresSpa”), XpresTest, Inc. (“XpresTest” and, together with XpresSpa, the “Divestiture Companies”), and Express Wellness Group, LLC (the “Buyer”), pursuant to which, among other things, the Company has agreed to sell all of its equity interests in the Divestiture Companies for a base purchase price of $13,000,000, subject to certain adjustments, on the terms and conditions set forth in the Purchase Agreement (the “Sale”).

At a special meeting (the “Special Meeting”) of Company stockholders, to be conducted in a virtual format only via live audio webcast at 10:00 a.m. Eastern Time, on October 28, 2026, Company stockholders will be asked to vote on a proposal to approve and adopt the Purchase Agreement (the “Sale Proposal”). Approval of the Sale Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

At the Special Meeting, Company stockholders will also be asked to approve, (i) on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Sale (the “Compensation Proposal”), (ii) the increase of the number of shares of Common Stock reserved for issuance under the XWELL, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) from 3,125,000 to 4,346,134 (the “Incentive Plan Proposal”), and (iii) any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Sale Proposal (the “Adjournment Proposal”). Approval of the Compensation Proposal on an advisory (non-binding) basis, the Incentive Plan Proposal, and of the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by the stockholders present virtually or represented by proxy, voting affirmatively or negatively at the Special Meeting and entitled to vote on the Compensation Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

The Company’s board of directors (the “Board”) has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, that the Company enter into the Purchase Agreement and consummate the transactions contemplated thereby on the terms and subject to the conditions set forth therein, (ii) directed that the Purchase Agreement be submitted to a vote at a meeting of Company stockholders for approval and adoption, and (iii) recommended that Company stockholders approve and adopt the Purchase Agreement.

The Board unanimously recommends that XWELL stockholders vote “FOR” the Sale Proposal, “FOR” the Compensation Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal.

The Record Date is the close of business on October 7, 2026. Your vote is very important, regardless of the number of shares of Common Stock you own.

Approval of the Sale Proposal is a condition to completion of the Sale. If the Sale Proposal is not approved, the Sale will not be completed.

The Company will hold the Special Meeting solely by means of remote communication via a live audio webcast at 10:00 a.m. Eastern Time, on October 28, 2026. All holders of record of shares of Common Stock as of the Record Date who pre-register by following the instructions in the accompanying proxy statement will be able to attend, vote and participate in the Special Meeting by visiting https://web.viewproxy.com/XWELL/2026SM and 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.

To vote your shares, you may use the enclosed proxy card, vote by telephone or over the Internet, or attend the meeting and vote virtually. 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 Special Meeting and vote virtually.

The failure to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Sale Proposal.

Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the meeting. Therefore, on behalf of the Board, I urge you to submit your vote as soon as possible. If you decide to attend the Special Meeting virtually, you will be able to change your vote, revoke your proxy or vote electronically at the Special Meeting.

The obligations of the Company and the Buyer to complete the Sale are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about the Company, the Special Meeting, the Purchase Agreement, the Sale and the other transactions contemplated by the Purchase Agreement. We encourage you to read the proxy statement carefully and in its entirety before voting.

On behalf of the Board and Company management, we thank you for your support.

Sincerely,

/s/ Bruce Bernstein

Bruce Bernstein

Chairman of the Board

ii

**254 West 31st Street, 11th Floor

New York, New York 10001

Notice of Special Meeting of Stockholders

to be Held on OctOber 28**,2026**

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., a Delaware corporation (the “Company”), of a special meeting of Company stockholders (including any adjournment, postponement or rescheduling thereof, the “Special Meeting”).

DATE: October 28, 2026

TIME: 10:00 a.m. Eastern Time

ACCESS: The Special 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 Special Meeting in person. Stockholders will be able to attend the Special Meeting by first pre-registering athttps://web.viewproxy.com/XWELL/2026SM by 11:59 p.m. Eastern Time on October 27, 2026. You will receive a meeting invitation by email with your unique link, along with a password, prior to the meeting date. If you have any questions or require any assistance with pre-registering, please contact the Company’s proxy solicitor, Alliance Advisors, LLC (“Alliance”), by calling 866-612-8937 or by email at VirtualMeeting@viewproxy.com.

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

The Company will transact no other business at the Special Meeting. Please refer to the accompanying proxy statement of which this notice is a part for further information with respect to the business to be transacted at the Special Meeting.

The Company’s Board of Directors (the “Board”) is seeking stockholder approval of the Sale because the Company is a Delaware corporation, and the Sale may constitute the sale of “substantially all” of our property and assets under Section 271 of the General Corporation Law of the State of Delaware (the “DGCL”). XWELL’s health and wellness retail locations outside of airports (the “Retained Ex-Airport Business”) will be retained by XWELL and are not included in the Sale. However, we are seeking the approval of Company stockholders for the Sale because the question of whether the Sale constitutes the sale of substantially all of the assets of the Company under the DGCL is highly fact-specific, and because the Board considered the action appropriate and strongly desires the input of Company stockholders, given the financial significance of the Divestiture Companies. Section 271 of the DGCL requires that a Delaware corporation obtain the approval of the holders of a majority of the corporation’s outstanding voting power entitled to vote thereon for the sale of “all or substantially all of its property and assets.” Additionally, approval of the Sale by holders of a majority in voting power of our outstanding stock is a closing condition under the Purchase Agreement. If the Sale Proposal is not approved, the Sale will not be completed, even if the other proposals are approved.

Under the terms and subject to the conditions of the Purchase Agreement, the Buyer will pay the Company $13 million in cash, subject to certain adjustments. The transaction is expected to close in the fourth quarter of 2026, subject to Company stockholder approval and certain other closing conditions. Upon the closing of this transaction, the Buyer will also acquire the rights to the XWELL name and trademark.

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 recommends a vote “FOR” each of the Sale Proposal, the Compensation Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

The Board has fixed the close of business on October 7, 2026, as the record date (the “Record Date”) for the Special Meeting. Only holders of record of shares of our Common Stock 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.

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 Sale Proposal, the Compensation Proposal, the Incentive Plan Proposal, and the Adjournment Proposal. 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.

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.

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 Special Meeting. Instructions regarding these methods of voting are contained in the proxy statement or the proxy card. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Special Meeting.The failure to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Sale Proposal.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL 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 SPECIAL MEETING. GIVING YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE VIRTUALLY IF YOU ATTEND THE SPECIAL MEETING, BUT WILL HELP ASSURE A QUORUM. ATTENDANCE AT THE SPECIAL 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 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:

Phone Number: 1-833-215-7321

Email: XWEL@allianceadvisors.com

150 Clove Rd Suite 400

Little Falls, NJ 07424

By Order of the Board,

/s/ Ezra T. Ernst

Ezra T. Ernst

President and Chief Executive Officer

October 8, 2026

iii

ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement for the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and notice of meeting with respect to the Special Meeting of stockholders of the Company.

You should rely only on the information contained in this proxy statement, including the annexes hereto. No one has been authorized to provide you with information that is different from that contained in this proxy statement and the annexes hereto. This proxy statement is dated October 8, 2026. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. Our mailing of this proxy statement to Company stockholders will not create any implication to the contrary.

Information contained in this proxy statement regarding the Company has been provided by the Company, and information contained in this proxy statement regarding the Buyer has been provided by the Buyer.

XWELL, Inc.

254 West 31st Street, 11th Floor

New York, New York 10001

Proxy Statement

for

Special Meeting of Stockholders

To be Held on OCTOBER 28, 2026