XWEL — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Naples Wax Center's strategy is focused on driving customer acquisition and retention, expanding retail product sales, and enhancing operational efficiency across its existing locations. The Company continues to evaluate opportunities to strengthen the Naples Wax Center brand and expand its wellness…

• On July 6, 2026, the Company entered into a Securities Purchase Agreement by and among the Company, XpresSpa, XpresTest (together with XpresSpa, the “Target Companies”), and Express Wellness Group, LLC, a Delaware limited liability company (the “Buyer”) to sell its ownership interests in the Target …

• The consummation of the Sale requires the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock (the “Stockholder Approval”). The Company is required to file a preliminary proxy statement (the “Proxy Statement”) with the SEC within 20 days following the da…

• Each of the Company and the Buyer may, under certain circumstances, be required to pay a termination fee equal to the greater of (A) $1,300,000 and (B) $650,000 plus documented out-of-pocket expenses (capped at $2,000,000 for expenses).

• The proposed transaction represents a significant strategic shift for the Company and is intended to streamline operations and increase the Company's focus on its non-airport wellness businesses. Following the completion of the transaction, the Company expects its operations to be primarily comprise…

Text removed vs the prior filing · source: 10-Q · 2026-05-20

• Although we recognize three segments of business, we believe there is opportunity to leverage a segment of our products and services across our platform of brands. Additionally, we are expanding our retail strategy, not only adding more products for sale but aligning those products more efficiently …

• We also plan to build our capability for delivering health and wellness services outside of the airport. We believe operating outside of the airport complements our offering and represents the fastest way to scale the XWELL family of brands.

• We will be looking to further expand internationally. We believe a strategy for international expansion further advances our ability to expand our other brands including bio surveillance outside of the US.

• On February 24, 2026, the Company entered into the February 2026 Purchase Agreement with the a certain accredited investor (the “February 2026 Purchaser”) for the issuance and sale in a private placement of an aggregate of (i) 31,333 shares of the Company’s newly-designated Series H Convertible Pref…

• 1,065,957 Series H Warrants issued on March 3, 2026 (the “Second Closing”, and collectively with the First Closing, the “Closing”).

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Management is committed to the remediation of the Company’s material weaknesses, as well as the continued improvement of the Company’s internal control over financial reporting. Management has implemented, and continues to

• implement, the actions described below to remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses. Until the remediation efforts described below, including any additional measures management identifies as necessary, are completed, the material weaknesses…

Text removed vs the prior filing · source: 10-Q · 2026-05-20

• Management is committed to the remediation of the Company’s material weaknesses, as well as the continued improvement of the Company’s internal control over financial reporting. Management has implemented, and continues to implement, the actions described below to remediate the underlying causes of …

Text added vs the prior filing · source: 10-Q · 2026-08-14

• You should carefully consider the risk factors related to our business described under the heading “Risks Relating to the Sale Proposal” beginning on page 32 of our preliminary proxy statement on PREM 14A, filed with the SEC on July 27, 2026, which such section and risk factors incorporated herein b…

• You should carefully consider the risk factors related to our business described under the heading “Risks Relating to the Our Business Following the Sale” beginning on page 35 of our preliminary proxy statement on PREM 14A, filed with the SEC on July 27, 2026, which such section and risk factors inc…