XWELL, Inc.

XWELL, Inc. announced the appointment of Gerard Reid to its Board of Directors, effective immediately. Mr. Reid is a highly regarded advisor on energy, technology, infrastructure, and capital markets, bringing extensive experience to the company. Concurrently, Ezra Ernst resigned from his director position to dedicate his full attention to his roles as President and Chief Executive Officer, which he will continue to hold.

XWELL, Inc. announced the appointment of Gerard Reid to its Board of Directors, effective August 3, 2026. Mr. Reid brings extensive experience in energy transition and capital markets. Concurrently, Ezra T. Ernst resigned from his director position on the Board to focus on his responsibilities as President and Chief Executive Officer, a role he will continue to hold. Mr. Reid will receive an annual cash fee of $35,000 for his board service.

XWELL, Inc. announced a definitive agreement to divest its XpresSpa Holdings, LLC and XpresTest, Inc. businesses to Express Wellness Group, LLC, an affiliate of Face Haus, for $13 million. This divestiture is intended to maximize stockholder value and facilitate a strategic restructuring, allowing XWELL to pursue opportunities in the national security sector. The proceeds from the sale are expected to fund growth initiatives in this new direction. The transaction is subject to stockholder approval and is anticipated to close later in 2026.

XWELL, Inc. reported a net loss of $(11.2) million for the first quarter of 2026, an increase from $(4.7) million in the prior year, with total revenue decreasing to $6.6 million. Despite the increased loss, the company significantly improved its liquidity and capital structure through a February 2026 private placement of Series H Convertible Preferred Stock and warrants, which generated $28.3 million in net proceeds. A portion of these proceeds, $9.0 million, was used to repurchase Series G Preferred Stock, convertible notes, and warrants, leading to a substantial increase in cash and cash equivalents to $16.8 million and a shift from a total equity deficit to positive equity.

XWELL, Inc. provided an update on its Board of Directors, executive officers, and compensation for the fiscal year ended December 31, 2025. Ezra T. Ernst was appointed President & CEO in September 2024, and Thomas Ian Brown became CFO in January 2025, replacing Suzanne A. Scrabis. The filing details executive compensation, including salaries, bonuses, and equity awards, and outlines the composition and responsibilities of the Board's committees.