XWELL (XWEL) Registration Filing summary

Company overview and business model

• Operates as a global wellness company with four segments: XpresSpa, XpresTest, Naples Wax Center, and Treat, focusing on wellness services for travelers and expanding into off-airport markets.

• XpresSpa provides spa services in airports globally, with 17 domestic and 11 international locations as of March 31, 2025.

• XpresTest transitioned from COVID-19 testing to bio-surveillance monitoring in partnership with the CDC, securing a three-year contract valued up to $24.8 million.

• Naples Wax Center, acquired in September 2023, expands the company’s reach beyond airports into upscale hair removal and skincare services.

• Strategic focus includes expanding retail offerings, international growth, and leveraging cross-segment synergies.

Financial performance and metrics

• XpresTest’s CDC contract extension in February 2025 provides a base value of $22.2 million over three years, with a maximum ceiling of $24.8 million.

• Naples Wax Center was acquired for $1.624 million to diversify revenue streams.

Use of proceeds and capital allocation

• No proceeds from the resale of shares by selling stockholders; proceeds from warrant exercises, if any, will be used for general corporate purposes.