XWELL (XWEL) Registration Filing summary

Company overview and business model

• Operates as a global wellness company with brands focused on restorative products and services for travelers, including XpresSpa, XpresTest, Naples Wax Center, and Treat.

• XpresSpa offers 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, securing a three-year CDC 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.

• Strategic focus includes expanding retail offerings, international growth, and scaling wellness services outside airports.

Financial performance and metrics

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

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

• The company’s financial statements for 2023 and 2024 were audited with a going concern explanatory paragraph.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling stockholders.

• Proceeds from any cash exercise of warrants will be used for general corporate purposes.