Notification That Annual Report Will Be Submitted Late (nt 10-k)
01 April 2023 - 7:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |
x Form
10-K ¨ Form
20-F ¨ Form
11-K ¨ Form
10-Q ¨ Form
10-D ¨ Form
N-CEN ¨ Form
N-CSR |
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|
|
For Period Ended: December 31, 2022 |
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¨ Transition
Report on Form 10-K |
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¨ Transition
Report on Form 20-F |
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¨ Transition
Report on Form 11-K |
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¨ Transition
Report on Form 10-Q |
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For the Transition Period Ended: ________________________ |
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
XWELL, INC.
Full name of Registrant
Former Name if Applicable
254 West 31st
Street, 11th Floor
Address of Principal Executive Office (Street and
Number)
New York, New York
10001
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
x |
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
(b) |
The subject
annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
XWELL, Inc. (the “Registrant”) will
not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022
(the “2022 Annual Report”) within the prescribed time period due to delays in completion of the financial statements contained
therein. The Registrant requires additional time to complete a review in accordance with generally accepted accounting principles to
assess the amount of a non-cash impairment charge required for the fourth quarter of 2022. The Registrant is working diligently to complete
the necessary year-end reporting processes, and it expects to file the Annual Report within the fifteen-day filing extension provided
by Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
PART IV – OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this
notification |
|
Scott
R. Milford |
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(212)
750-9595 |
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(Name) |
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(Area Code) (Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant
was required to file such report(s) been filed? If answer is no, identify report(s). x
Yes ¨
No |
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(3) |
Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? x Yes
¨ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As a result of the matters discussed in Part III above and the ongoing impairment analysis, the Registrant not yet able to make a
reasonable estimate of any changes in its results of operations for the year ended December 31, 2022 as compared to December 31,
2021.
Certain matters discussed in this Form 12b-25 constitute forward-looking statements within the meaning of the federal securities
laws. All statements contained in this notification that do not relate to matters of historical fact should be considered forward-looking
statements, including, without limitation, statements regarding the Registrant’s expectation that it will file the Form 10-K
within the time period prescribed by Rule 12b-25. These forward-looking statements are based on our current expectations and assumptions
as of the date of this filing and involve a number of risks and uncertainties. The risks include, but are not limited to, unexpected
changes arising during the ongoing quarterly and year-end review procedures. Except for historical information contained herein,
the statements in this Form 12b-25 are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are subject to a number of risks and uncertainties that may
cause actual events and results to differ materially from the forward-looking statements. The forward-looking statements in this
Form 12b-25 are made as of the date of this Form 12b-25. The Registrant does not undertake, and expressly disclaims, any duty to
publicly update these statements, whether as a result of new information, new developments or otherwise, except to the extent that
disclosure is required by law. |
XWELL, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date |
March
31, 2023 |
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By: |
/s/ Scott R. Milford |
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Name:
Scott R. Milford |
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Title:
Chief Executive Officer |
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