0001410428 false --12-31 0001410428
2022-10-24 2022-10-24 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(D) of the Securities Exchange Act
Of 1934
Date of report (Date of earliest event reported):
October 24, 2022
XWELL, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
001-34785 |
|
20-4988129 |
| (Commission File Number) |
|
(IRS
Employer Identification No.) |
|
254 West 31st
Street,
11th Floor,
New York,
New York |
|
10001 |
| (Address of Principal Executive
Offices) |
|
(Zip
Code) |
(212)
750-9595
(Registrant’s Telephone Number, Including Area Code)
XpresSpa Group, Inc.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| |
¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
Common Stock, par value $0.01 per share |
|
XWEL |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On October 24, 2022, XWELL, Inc. (formerly known as
XpresSpa Group, Inc.) (the “Company”) issued a press release
announcing that (i) the Company will be changing its name to
“XWELL, Inc.” (the “Name Change”) effective as of at 12:01
a.m., Eastern Time on October 25, 2022, pursuant to an amended
and restated certificate of incorporation filed with the Delaware
Secretary of State on October 24, 2022 (the “Amended and
Restated Certificate”), and (ii) the Company’s common stock,
par value $0.01 per share, which has previously been listed on The
Nasdaq Capital Market under the trading symbol “XSPA,” will be
listed under the trading symbol “XWEL” upon the opening of the
trading market on Tuesday, October 25, 2022.
In
addition, on October 24, 2022, prior to filing the
Amended and Restated Certificate, the Company filed a Certificate
of Elimination (the “Certificate of Elimination”) with respect to
its Series A Convertible Preferred Stock, par value $0.01 per
share, Series D Convertible Preferred Stock, par value $0.01
per share, Series E Convertible Preferred Stock, par value
$0.01 per share, and Series F Convertible Preferred Stock, par
value $0.01 per share (collectively, the “Eliminated Preferred
Stock”) with the Delaware Secretary of State, which will become
effective as of at 11:49 p.m., Eastern Time on October 24,
2022.
The Certificate of Elimination (i) eliminates the previous
designation of 6,968 shares of Series A Convertible Preferred
Stock, none of which were outstanding at the time of filing,
(ii) eliminates the previous designation of 500,000 shares of
Series D Convertible Preferred Stock, none of which were
outstanding at the time of filing, (iii) eliminates the
previous designation of 2,397,060 shares of Series E
Convertible Preferred Stock, none of which were outstanding at the
time of filing, (iv) eliminates the previous designation of
9,000 shares of Series F Convertible Preferred Stock, none of
which were outstanding at the time of filing, (v) causes such
shares of Eliminated Preferred Stock to resume the status of
authorized but unissued shares of preferred stock of the Company
and (vi) eliminates all reference to the Eliminated Preferred
Stock from the Company’s Certificate of Incorporation filed with
the Secretary of State of the State of Delaware and effective prior
to effective time of the Amended and Restated Certificate.
Both prior to and upon the filing of the Certificate of
Elimination, the Company had 300,00 shares of Series C Junior
Preferred Stock, $0.01 par value per share, authorized, none of
which was or is issued or outstanding. The Series C Junior
Preferred Stock was not eliminated by the Certificate of
Elimination.
Pursuant to Delaware law, a stockholder vote was not necessary to
effectuate the Name Change or to file the Certificate of
Elimination, and such filings do not affect the rights of the
Company’s stockholders.
In
connection with the filing of the Amended and Restated Certificate,
effective immediately following the effective time of the Name
Change, the Board of Directors of the Company approved and adopted
the Company’s Fourth Amended and Restated Bylaws (the “Amended
Restated Bylaws”), which reflects the Company’s name change
to XWELL, Inc. and otherwise restates and integrates the
provisions of the Company’s previous amended and restated Bylaws
and amendments filed since January 5, 2018. No other changes
were made to the Amended and Restated Bylaws.
Copies of the Company’s Certificate of Elimination, Amended and
Restated Certificate and Amended and Restated Bylaws are filed as
Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3,
respectively, with this Current Report on Form 8-K and are
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 24, 2022, the Company issued a press release
announcing the Name Change. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 on Form 8-K, the
information set forth in this Item 7.01 and the investor
presentation attached to this report as Exhibit 99.1 is
“furnished” and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section, nor shall
such information be deemed incorporated by reference in any filing
under the Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
|
Exhibit Number |
|
Exhibit Title or Description |
| 3.1 |
|
Certificate
of Elimination of Series A Convertible Preferred Stock,
Series D Convertible Preferred Stock, Series E
Convertible Preferred Stock and Series F Convertible Preferred
Stock, as filed with the Secretary of State of the State of
Delaware, effective on October 24, 2022. |
| 3.2 |
|
Amended
and Restated Certificate of Incorporation of XWELL, Inc.,
effective on October 25, 2022. |
| 3.3 |
|
Fourth
Amended and Restated Bylaws of the Company, effective as of
October 25, 2022 |
| 99.1 |
|
Press
release, dated October 24, 2022. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| |
XWELL, Inc. |
| |
|
|
| Date:
October 24, 2022 |
By: |
/s/
Scott R. Milford |
| |
Name: |
Scott
R. Milford |
| |
Title: |
President
and Chief Executive Officer |
XpresSpa (NASDAQ:XSPA)
Historical Stock Chart
From Sep 2023 to Oct 2023
XpresSpa (NASDAQ:XSPA)
Historical Stock Chart
From Oct 2022 to Oct 2023
