XWELL, Inc. filed a Form 8-K on October 29, 2026, reporting the results of a special stockholder meeting held on October 28, 2026, at which shareholders voted to approve the sale of the company's equity interests in XpresSpa Holdings, LLC and XpresTest, Inc. to Express Wellness Group, LLC.

Key Highlights

  • Quorum reached: 5,708,101 shares were represented at the Special Meeting, equaling 53.74% of total voting power, out of 10,620,883 shares outstanding and entitled to vote as of October 7, 2026.
  • Sale approved: Proposal No. 1, to approve the Purchase Agreement and the Sale, received 5,423,862 votes in favor, 100,417 against, and 16,367 abstentions.
  • Executive compensation advisory vote passed: Proposal No. 2, a non-binding advisory vote on compensation payable to named executive officers in connection with the Sale, received 5,055,439 votes in favor, 478,104 against, and 7,101 abstentions.
  • Equity plan expanded: Proposal No. 3, to increase shares reserved under the XWELL, Inc. 2020 Plan from 3,125,000 to 4,346,134, received 5,202,067 votes in favor, 333,954 against, and 4,622 abstentions.
  • Adjournment not needed: Proposal No. 4 to adjourn the meeting was approved but not exercised, as sufficient votes were obtained for Proposals No. 1 through 3.

XWELL Special Meeting Results: Sale of XpresSpa and XpresTest Entities Cleared by Stockholders

According to the filing, XWELL, Inc. (NASDAQ:XWEL) held a special meeting of stockholders on October 28, 2026, in connection with a previously disclosed Securities Purchase Agreement dated July 6, 2026. Under that agreement, XWELL agreed to sell all of its equity interests in XpresSpa Holdings, LLC and XpresTest, Inc. (together referred to in the filing as the "Divestiture Companies") to Express Wellness Group, LLC (the "Buyer"). The definitive proxy statement describing the proposals was filed with the SEC and first mailed to stockholders on October 8, 2026.

The company disclosed that all four proposals presented at the Special Meeting were approved by the requisite vote of stockholders. The core transaction proposal, Proposal No. 1, passed with 5,423,862 votes for, representing the largest affirmative vote count among all proposals. Proposal No. 2, which was a non-binding advisory vote on compensation arrangements for named executive officers tied to the Sale, also passed. Proposal No. 3 authorized an increase in the number of shares reserved for issuance under the XWELL, Inc. 2020 Plan, raising the cap from 3,125,000 to 4,346,134 shares.

The filing noted that Proposal No. 4, which would have permitted adjournment of the Special Meeting to solicit additional votes if needed, was approved by stockholders but was "not necessary because there were sufficient votes to approve Proposal Nos. 1 through 3," according to the filing. The report was signed by Ezra T. Ernst, President and Chief Executive Officer, on October 29, 2026. The filing contains forward-looking statements that the company states are subject to risks and uncertainties described in its definitive proxy statement.

What Was Disclosed

XWELL, Inc. reported the final voting results from its October 28, 2026 special stockholder meeting, confirming approval of the sale of its equity interests in two subsidiaries to Express Wellness Group, LLC, along with approval of related executive compensation and an equity plan amendment.