Current Report Filing (8-k)
04 May 2023 - 10:26PM
Edgar (US Regulatory)
0001410428
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0001410428
2023-05-03
2023-05-03
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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):
May 3, 2023
XWELL, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-34785 |
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20-4988129 |
(Commission File Number) |
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(IRS Employer Identification No.) |
254
West 31st Street, 11th
Floor, New
York, New
York |
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10001 |
(Address of Principal Executive Offices) |
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(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 |
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On
May 4, 2023, XWELL, Inc. (the “Company”) announced that Valerie Lightfoot has been appointed the Chief Financial Officer of
the Company, effective June 12, 2023.
Ms.
Lightfoot, 56, has over 25 years of financial leadership experience. She served as Chief Financial Officer for Green River Spirits, a
manufacturer of spirit brands, from June 2019 to July 2022. Before that, she served as Chief Financial Officer for Belimed, a medical
device supplier, from November 2016 to May 2019. Prior to that, Ms. Lightfoot served as Director of Product Finance for Blackbaud, a cloud
software company from June 2014 to November 2016, and held several senior management roles for J Three Consulting, a CFO consulting and
services firm, from October 2006 to June 2014. She also served as Chief Financial Officer for not-for-profit Alliant Credit Union and
spent five years at DX, a global provider of technology enabled business solutions and services. She began her professional career at
Baxter International. Ms. Lightfoot holds an MBA in Management from Kellogg School of Management at Northwestern University and a BS in
finance from the University of Colorado, Boulder.
On
May 3, 2023, the Company and Ms. Lightfoot entered into an offer letter, pursuant to which Ms. Lightfoot will receive an annual base salary
of $300,000 per year for her service as Chief Financial Officer, subject to annual review by the Compensation Committee of the Company’s
board of directors. She will be eligible to receive an annual cash bonus with a target of 50% of her base salary and to participate in
Company’s long-term incentive plan with the potential to receive stock options valued at up to 1.75 times her annual base salary
(pro-rated for 2023). After the first 90 days of employment, she will receive (i) non-qualified stock options to purchase 125,000 shares
of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the Nasdaq
Capital Market on the grant date, and (ii) 125,000 restricted stock units, with each grant to be made as of June 12, 2023 with vesting
in four quarterly installments on the first, second, third and fourth quarters after the grant date.
If
Ms. Lightfoot terminates her employment for “Good Reason” or by the Company without “Cause” (each as defined in
the offer letter), she will be entitled to receive a payment equal to 50% of her then-current base salary, payable in installments over
a period of six months, conditioned on her execution of a release of claims.
There
was no other arrangement or understanding pursuant to which Ms. Lightfoot was selected as an officer of the Company. There are no family
relationships between Ms. Lightfoot and any director or executive officer of the Company. There are no related party transactions in respect
of the Company of the kind described in Item 404(a) of Regulation S-K in which Ms. Lightfoot is or was a participant.
Omar
Haynes, who has been serving as Interim Chief Financial Officer of the Company since June 2022, will remain with the Company and resume
his former role as Vice President of Treasury & Finance, effective June 12, 2023.
On May 4, 2023, the Company
issued a press release regarding the appointment of Ms. Lightfoot discussed in Item 5.02 above. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
See the Exhibit Index below, which is incorporated
by reference herein.
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: May 4, 2023 |
By: |
/s/ Cara Soffer |
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Name: |
Cara Soffer |
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Title: |
General Counsel |
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