Business Context and Reporting Period
This Form 8-K Current Report was filed by XWELL, Inc. (formerly XpresSpa Group, Inc.) on October 24, 2022. The filing documents a corporate name change effective October 25, 2022, and the elimination of specific classes of authorized but unissued preferred stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Name Change: The company changed its name from XpresSpa Group, Inc. to XWELL, Inc., effective 12:01 a.m. Eastern Time on October 25, 2022.
- Trading Symbol: Common stock previously traded under the symbol "XSPA" on The Nasdaq Capital Market will trade under the new symbol "XWEL" starting October 25, 2022.
- Preferred Stock Elimination: The company filed a Certificate of Elimination for Series A, Series D, Series E, and Series F Convertible Preferred Stock. None of these shares were outstanding at the time of filing; they were authorized but unissued.
- Bylaws Update: The Board adopted Fourth Amended and Restated Bylaws to reflect the name change and integrate previous amendments.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future operations, or specific risk factors. It notes that under Delaware law, a stockholder vote was not required for the name change or the elimination of the preferred stock, and these actions do not affect the rights of existing stockholders.
Investor Verification Checklist
- Verify the new trading symbol "XWEL" on The Nasdaq Stock Market effective October 25, 2022.
- Confirm that the elimination of Series A, D, E, and F preferred stock did not impact any outstanding equity positions, as none were issued.
- Review the attached press release (Exhibit 99.1) for any strategic context regarding the rebranding not detailed in the 8-K text.
- Check subsequent filings for the company's first financial report under the new name "XWELL, Inc."