Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
01 3월 2025 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
x
Filed by a Party
other than the Registrant ¨
Check the appropriate box:
|
¨ |
Preliminary Proxy Statement |
|
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
¨ |
Definitive Proxy Statement |
|
x |
Definitive Additional Materials |
|
¨ |
Soliciting Materials under §240.14a-12 |
XWELL, Inc.
(Name of Registrant as Specified in its Charter)
N/A
(Names of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|
x |
No fee required |
|
¨ |
Fee paid previously with preliminary materials |
|
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

| Get informed before you vote
*If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.ProxyVote.com or request a
paper copy of the materials, which will contain the appropriate instructions. Please check the meeting materials for any special requirements for meeting attendance.
Smartphone users
Point your camera here and
vote without entering a
control number
Your Vote Counts!
FLASHID-JOB#
For complete information and to vote, visit www.ProxyVote.com
Control #
Ricky Campana
P.O. Box 123456
Suite 500
51 Mercedes Way
Edgewood, NY 11717
148,294
322,224
1 OF 2
30#
Hextone, Inc.
P.O. Box 9142
Farmingdale, NY 11735
XXXX XXXX XXXX XXXX
XWELL, INC.
2025 Special Meeting
Vote by April 09, 2025
11:59 PM ET
You invested in XWELL, INC. and it's time to vote!
You have the right to vote on proposals being presented at the Special Meeting. This is an important notice regarding the
availability of proxy material for the shareholder meeting to be held on April 10, 2025.
View the Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to March 28,
2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit
www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include
your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
Vote in Person at the Meeting*
April 10, 2025
11:00 AM EDT
Special Meeting to be held virtually:
To attend, you must register as a
Beneficial Holder at the below URL:
https://web.viewproxy.com/xwell/2025SM |

| Voting Items
Board
Recommends
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
Vote at www.ProxyVote.com
FLASHID-JOB#
Control # XXXX XXXX XXXX XXXX
1.00000
322,224
148,294
Under New York Stock Exchange rules, brokers may vote “routine” matters at their discretion if your voting instructions are not communicated
to us at least 10 days before the meeting. We will nevertheless follow your instructions, even if the broker’s discretionary vote has
already been given, provided your instructions are received prior to the meeting date.
XWELL, INC.
2025 Special Meeting
Vote by April 09, 2025
11:59 PM ET
1. To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d),the issuance of shares of the Company's
common stock, par value $0.01per share (the "Common Stock") underlying shares of Series G convertible preferred
stock, par value $0.01 per share (the "Series G Preferred Stock"), Series A warrants (the "Series A Warrants") and
Series B warrants (the "Series B Warrants," and together with the Series A Warrants, the "Warrants") issued by the
Company pursuant to the terms of that certain Securities Purchase Agreement, dated as of January 14, 2025, by
and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the
Company's Common Stock outstanding immediately prior to the issuance of such Series G Preferred Stock and
Warrants (including any amortization and/or dividend make-whole payments made to the holders of the Series G
Preferred Stock in the form of issuance of shares of Common Stock pursuant to certain provisions applicable to such
Series G Preferred Stock and Warrants in accordance with their terms).
For
2. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to classify the
Board of Directors into two classes, with the directors in each class to serve staggered two-year terms. For
3. To approve an amendment to the XWELL, Inc. 2020 Equity Incentive Plan(as amended, the "2020 Plan") to (i)
increase the aggregate number of shares of Common Stock reserved for issuance under the 2020 Plan by
2,500,000 shares to a total of 3,125,000 shares and (ii) increase the maximum number of shares of Common Stock
subject to awards granted during a single fiscal year to any director who is not an employee or consultant during
the fiscal year to $750,000.
For
4. To ratify the selection of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the
fiscal year ending December 31,2025. For
5. To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the
proposals at the Special Meeting.
For
NOTE: To conduct any other business properly brought before the Special Meeting or any adjournment, postponement or rescheduling
thereof. |
XWELL (NASDAQ:XWEL)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
XWELL (NASDAQ:XWEL)
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부터 3월(3) 2024 으로 3월(3) 2025