Notification That Annual Report Will Be Submitted Late (nt 10-k)
01 April 2023 - 07:10AM
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 |
| |
|
| |
For
Period Ended: December 31, 2022 |
| |
|
| |
¨ Transition
Report on Form 10-K |
| |
¨ Transition
Report on Form 20-F |
| |
¨ Transition
Report on Form 11-K |
| |
¨ Transition
Report on Form 10-Q |
| |
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 |
|
(212)
750-9595 |
|
|
| |
(Name) |
|
(Area Code) (Telephone
Number) |
|
|
| (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 |
| |
|
| |
|
| (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 |
| |
|
| |
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 |
|
By: |
/s/ Scott R. Milford |
| |
|
|
Name:
Scott R. Milford |
| |
|
|
Title:
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
