XWELL, Inc. Announces 1-for-20 Reverse Stock Split
XWELL, Inc. (Nasdaq: XWEL), announced today that it will effect a
1-for-20 reverse stock split of its common stock effective at 5:00
pm Eastern Time on Wednesday, September 27, 2023. Shares of XWELL’s
common stock are expected to begin trading on a split-adjusted
basis when markets open on Thursday, September 28, 2023.
Following approval by XWELL’s stockholders of an
amendment to the company’s Amended and Restated Certificate of
Incorporation to effect a reverse stock split of its common stock
and authorizing the XWELL Board of Directors to determine the ratio
(within a range of 1-for-8 to 1-for-20) and the effective date of
the reverse stock split, XWELL’s Board of Directors determined the
1-for-20 ratio to be appropriate to meet XWELL’s goal to raise the
per share trading price of XWELL’s common stock to regain
compliance with the $1.00 per share minimum bid price requirement
for continued listing on The Nasdaq Capital Market, as well as
improving the marketability and liquidity of its common stock and
minimizing the risk of future noncompliance. However, there can be
no assurance this desired effect will occur or be maintained.
The reverse stock split will reduce the number
of shares of XWELL’s common stock currently outstanding from
approximately 83.5 million shares to approximately 4.17 million
shares. Proportionate adjustments will be made to the number of
shares to be issued under XWELL’s Equity Incentive Plan.
XWELL’s common stock will continue to trade on
the Nasdaq under the symbol “XWEL.” A new CUSIP number of 98420U
802 has been assigned to the common stock in connection with the
reverse stock split.
StockholdersUpon the effectiveness of the reverse stock
split, each twenty (20) shares of XWELL's common stock issued and
outstanding will be automatically combined and converted into one
(1) share of common stock, par value $0.01 per share. No fractional
shares will be issued in connection with the reverse stock split.
Stockholders who would otherwise hold a fractional share of the
Company’s Common Stock will receive payment in cash in lieu of any
such resulting fractional shares of Common Stock as the
post-reverse split amounts of Common Stock will be rounded down to
the nearest full share.
XWELL’s transfer agent, Equiniti Trust Company,
LLC ("EQ"), is acting as the exchange agent for the reverse stock
split. American Stock Transfer & Trust Company, regarding their
share ownership following the reverse stock split and any payments
in cash in lieu of fractional shares, if applicable. Registered
holders are encouraged to contact EQ and beneficial holders are
encouraged to contact their bank, broker or other nominee with any
Additional information about the reverse stock
split can be found in XWELL's definitive proxy statement filed with
the Securities and Exchange Commission on July 24, 2023, a copy of
which is available at www.sec.gov and at www.XWELL.com in the “SEC
Filings” section of the “Investors” section.
About XWELL, Inc.
XWELL, Inc. (Nasdaq: XWEL) is a leading
global health and wellness holding company operating four brands:
XpresSpa®, Treat, XpresCheck® and HyperPointe™
- XpresSpa is a
leading airport retailer of wellness services and related products,
with 35 locations in 15 airports globally.
- Treat is a
travel health and wellness brand and a fully integrated concept
blending technology with traditional brick and mortar offerings to
provide a holistic approach to physical and mental well-being for
- XpresCheck is a
provider of screening and diagnostic testing in partnership with
the CDC and Concentric by Ginkgo, conducting bio-surveillance
monitoring in its airport locations to identify new SARS-CoV2
variants of interest and concern as well as other pathogens
entering the country from across the world.
- HyperPointe is a
leading digital healthcare and data analytics relationship company
serving the global healthcare industry.
This press release may contain "forward-looking"
statements within the meaning of Section 27A of the Securities Act
of 1933, and Section 21E of the Securities Exchange Act of 1934.
These include statements preceded by, followed by or that otherwise
include the words "believes," "expects," "anticipates,"
"estimates," "projects," "intends," "should," "seeks," "future,"
"continue," or the negative of such terms, or other comparable
terminology. Forward-looking statements relating to expectations
about future results or events are based upon information available
to XWELL as of today's date and are not guarantees of the future
performance of the Company, and actual results may vary materially
from the results and expectations discussed. Additional information
concerning these and other risks is contained in the Company’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, and other Securities and Exchange
Commission filings. All subsequent written and oral forward-looking
statements concerning XWELL, or other matters and attributable to
XWELL or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. XWELL does not
undertake any obligation to publicly update any of these
forward-looking statements to reflect events or circumstances that
may arise after the date hereof.
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