Current Report Filing (8-k)
13 December 2022 - 12:11AM
Edgar (US Regulatory)
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2022-12-12 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):
December 12, 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)
(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:
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¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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) |
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Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
XWEL |
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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 7.01. |
Regulation FD Disclosure. |
On December 12, 2022, XWELL,
Inc. (the “Company”) issued press release containing a letter to
its shareholders. A copy of press release including the shareholder
letter is included as Exhibit 99.1 to this Current Report on Form
8-K and is hereby incorporated by reference into this Item
7.01.
The information set forth in or incorporated by reference into this
Item 7.01, including the information set forth in Exhibit 99.1
attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in
such filing. In addition, this report (including Exhibit 99.1)
shall not be deemed an admission as to the materiality of any
information contained herein that is required to be disclosed
solely as a requirement of Item 7.01.
Forward-Looking Statements
The press release and letter to shareholders contain
“forward-looking” statements within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934, which statements involve substantial risks
and uncertainties. Forward-looking statements generally relate to
future events or the Company’s future financial or operating
performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,”
“should,” “seeks,” “future,” “continue,” “plan,” “target,”
“predict,” “potential,” or the negative of such terms, or other
comparable terminology that concern the Company’s expectations,
strategy, plans, or intentions. Forward-looking statements relating
to expectations about future results or events are based upon
information available to the Company as of today's date and are not
guarantees of the future performance of the Company, and actual
results may vary materially from the results and expectations
discussed. Forward-looking statements in the press release and
shareholder letter include, but are not limited to, the Company’s
expectations regarding its financial position and operating
performance, its expectations regarding its business and its
domestic and international initiatives, the Company’s expectations
about its operating performance, trends in its business, the
effectiveness of its strategies, its market opportunity, and demand
for its products and services in general. The Company’s
expectations and beliefs regarding these matters may not
materialize, and actual results in future periods are subject to
risks and uncertainties that could cause actual results to differ
materially from those projected, including risks and uncertainties
contained in the Company’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and other
Securities and Exchange Commission filings. All subsequent written
and oral forward-looking statements concerning XWELL, or other
matters and attributable to XWELL or any person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements above. XWELL does not undertake any obligation to
publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof,
except as required by law.
Item 9.01. |
Financial Statements and
Exhibits |
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.
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XWELL,
Inc. |
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Date: December 12, 2022 |
By: |
/s/ Scott R. Milford |
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Name: |
Scott R.
Milford |
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Title: |
President and Chief Executive
Officer |
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