{"url_path":"/sec/xwel/8-k/2026-07-09/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 , including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1410428/0001104659-26-082254-index.html","accession_number":"0001104659-26-082254","cik":"0001410428","ticker":"XWEL","issuer_name":"XWELL, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1410428/0001104659-26-082254-index.html","primary_entity_key":"0001410428","primary_entity_name":"XWELL, Inc."},"word_count":1227,"has_tables":true,"body_markdown":"Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the\nSecurities Exchange Act of 1934, as amended (the “**Exchange Act**”), or otherwise subject to the liabilities of\nthat section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “**Securities\nAct**”), or the Exchange Act, except as expressly set forth by specific reference in such filing.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K and the\nexhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange\nAct and Section 27A of the Securities Act) concerning the Company, the Buyer, the proposed Sale and other matters. These forward-looking\nstatements include express or implied statements relating to the structure, timing and completion of the proposed Sale; expectations\nregarding the Purchase Price and adjustments thereto; the expected use of proceeds from the Sale; the Company’s ability to retain\nand operate the Retained Ex-Airport Business following the Closing; the Company’s ability to consummate the Sale on the expected\ntimeline or at all; the expected benefits of the Sale to the Company and its stockholders; and other statements that are not historical\nfact. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,”\n“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”\n“potential,” “predict,” “project,” “should,” “will,” “would”\nand similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the\nabsence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations\nand beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting\nthe Company, the Buyer or the proposed transactions will be those that have been anticipated.\n\n \n\nThe forward-looking statements contained in this\ncommunication are based on current expectations and beliefs concerning future developments and their potential effects and therefore\nsubject to other risks and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible\nfailure to satisfy the conditions to the closing or consummation of the Sale, including the Company’s failure to obtain Stockholder\nApproval, risks associated with the uncertainty as to the timing of the consummation of the Sale and the ability of each of the Company\nand the Buyer to consummate the transactions contemplated by the Purchase Agreement, the failure or delay in obtaining required approvals\nfrom any governmental or quasi-governmental entity necessary to consummate the Sale; the occurrence of any event, change or other circumstance\nor condition that could give rise to the termination of the Purchase Agreement prior to the Closing; risks associated with the possible\nfailure to realize certain anticipated benefits of the Sale; the effect of the announcement or pendency of the Sale on the Company’s\nbusiness relationships, operating results and business generally; risks associated with the Company’s ability to manage expenses\nand unanticipated spending and costs; risks related to the Company’s ability to retain key employees during the pendency of the\nSale; the outcome of any legal proceedings that may be instituted against the Company or any of its directors or officers related to\nthe Purchase Agreement or the transactions contemplated thereby; risks related to the diversion of management’s attention from\nthe Company’s ongoing business operations; and the Company’s ability to operate the Retained Ex-Airport Business following\nthe Closing. A discussion of these and other factors, including risks and uncertainties with respect to the Company, is set forth in\nthe Company’s filings with the SEC, including its most recent Annual Report on Form 10-K (as amended by the Annual Report\non Form 10-K/A), as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q and Current Reports\non Form 8-K. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove\nincorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this Current\nReport on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will\nbe achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance\non forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety\nby reference to the cautionary statements herein. The Company does not undertake or accept any duty to release publicly any updates or\nrevisions to any forward-looking statements.\n\n \n\n \n\n \n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K and the\nexhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval\nwith respect to any securities or in respect of the proposed transactions or (ii) an offer to sell or the solicitation of an offer\nto subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transactions or otherwise,\nnor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.\n\n \n\n**Important Additional Information about the Proposed Transactions\nWill be Filed with the SEC**\n\n \n\nThis Current Report on Form 8-K and the\nexhibits filed or furnished herewith are not substitutes for the proxy statement or for any other document that the Company may file\nwith the SEC in connection with the proposed Sale. In connection with the proposed Sale, the Company intends to file relevant materials\nwith the SEC, including a proxy statement. THE COMPANY URGES INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT\nDOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY\nIF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED SALE AND RELATED MATTERS.\nInvestors and stockholders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the\nSEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement\nand the other relevant materials when they become available before making any voting or investment decision with respect to the proposed\nSale.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company and its directors and executive officers\nmay be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed Sale. Information about\nthe Company’s directors and executive officers, including a description of their interests in the Company, is included in the Company’s\nmost recent Annual Report on Form 10-K for the year ended December 31, 2025 (as amended by the Annual Report on Form 10-K/A),\nas filed with the SEC, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and other documents that may be filed from\ntime to time with the SEC. Additional information regarding these persons and their interests in the proposed Sale will be included in\nthe proxy statement relating to the proposed Sale when it is filed with the SEC. These documents can be obtained free of charge from\nthe sources indicated above."}