Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 24, 2022, XWELL, Inc. (formerly
known as XpresSpa Group, Inc.) (the “Company”) issued a press release announcing that (i) the Company will be changing
its name to “XWELL, Inc.” (the “Name Change”) effective as of at 12:01 a.m., Eastern Time on October 25,
2022, pursuant to an amended and restated certificate of incorporation filed with the Delaware Secretary of State on October 24,
2022 (the “Amended and Restated Certificate”), and (ii) the Company’s common stock, par value $0.01 per share,
which has previously been listed on The Nasdaq Capital Market under the trading symbol “XSPA,” will be listed under the trading
symbol “XWEL” upon the opening of the trading market on Tuesday, October 25, 2022.
In
addition, on October 24, 2022, prior to filing the Amended and Restated Certificate, the Company filed a Certificate of Elimination
(the “Certificate of Elimination”) with respect to its Series A Convertible Preferred Stock, par value $0.01 per share,
Series D Convertible Preferred Stock, par value $0.01 per share, Series E Convertible Preferred Stock, par value $0.01 per share,
and Series F Convertible Preferred Stock, par value $0.01 per share (collectively, the “Eliminated Preferred Stock”)
with the Delaware Secretary of State, which will become effective as of at 11:49 p.m., Eastern Time on October 24, 2022.
The Certificate of Elimination (i) eliminates
the previous designation of 6,968 shares of Series A Convertible Preferred Stock, none of which were outstanding at the time of filing,
(ii) eliminates the previous designation of 500,000 shares of Series D Convertible Preferred Stock, none of which were outstanding
at the time of filing, (iii) eliminates the previous designation of 2,397,060 shares of Series E Convertible Preferred Stock,
none of which were outstanding at the time of filing, (iv) eliminates the previous designation of 9,000 shares of Series F Convertible
Preferred Stock, none of which were outstanding at the time of filing, (v) causes such shares of Eliminated Preferred Stock to resume
the status of authorized but unissued shares of preferred stock of the Company and (vi) eliminates all reference to the Eliminated
Preferred Stock from the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware and effective
prior to effective time of the Amended and Restated Certificate.
Both prior to and upon the filing of the Certificate
of Elimination, the Company had 300,00 shares of Series C Junior Preferred Stock, $0.01 par value per share, authorized, none of
which was or is issued or outstanding. The Series C Junior Preferred Stock was not eliminated by the Certificate of Elimination.
Pursuant to Delaware law, a stockholder vote was
not necessary to effectuate the Name Change or to file the Certificate of Elimination, and such filings do not affect the rights of the
Company’s stockholders.
In
connection with the filing of the Amended and Restated Certificate, effective immediately following the effective time of the Name Change,
the Board of Directors of the Company approved and adopted the Company’s Fourth Amended and Restated Bylaws (the “Amended
Restated Bylaws”), which reflects the Company’s name change to XWELL, Inc. and otherwise restates and integrates
the provisions of the Company’s previous amended and restated Bylaws and amendments filed since January 5, 2018. No other changes
were made to the Amended and Restated Bylaws.
Copies of the Company’s Certificate of Elimination,
Amended and Restated Certificate and Amended and Restated Bylaws are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3,
respectively, with this Current Report on Form 8-K and are incorporated herein by reference.