XWELL, Inc._December 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


		(Mark One)
	☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 001-34785

XWELL, Inc.

(Exact name of registrant as specified in its charter)


Delaware	20-4988129
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

254 West 31^stStreet, 11^th Floor New York, NY	10001
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212)-750-9595

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	XWEL	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

The aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant, as of June 30, 2024, the last business day of the registrant’s most recently completed second quarter, was $7,535,583 computed by reference to the closing sale price of $1.80 per share on the Nasdaq Stock Market LLC on June 30, 2024. The registrant does not have any non-voting common stock.

As of April 25, 2025, 5,261,024 shares of the registrant’s common stock are outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Auditor Name: Marcum LLP

Auditor Location: New York, NY

Auditor Firm ID: 688

EXPLANATORY NOTE	3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4

PART III	5

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	5

ITEM 11. EXECUTIVE COMPENSATION	12

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	16

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	19

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	20

PART IV	21

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	21

SIGNATURES	22


Name	Age	Position(s) with the Company
Bruce T. Bernstein*^(1)(2)(3)(4)	61	Chairman of the Board of Directors
Robert Weinstein*^(1)(2)(3)(4)	65	Director
Michael Lebowitz*⁽³⁾⁽⁴⁾	52	Director
Gaëlle Wizenberg*⁽¹⁾⁽²⁾	50	Director
Thomas Ian Brown	55	Chief Financial Officer
Ezra T. Ernst	55	President & Chief Executive Officer of XWELL and Director


			Non-Equity
			Incentive Plan	Option	Restricted Stock	All Other
		Salary	Compensation	Awards	Unit Awards	Compensation	Total
Name and principal position	Year	($)	($)	($)⁽¹⁾	($)⁽¹⁾	($)⁽⁵⁾	($)

Scott R. Milford⁽²⁾	2024	409,615	—	15,100	—	—	424,715
Chief Executive Officer	2023	425,000	52,379	39,150	—	—	516,529

Suzanne A. Scrabis⁽³⁾	2024	300,000	75,000	15,100	—	—	390,100
Former Chief Financial Officer	2023	135,367	784	6,525	22,800	—	165,476

Ezra T. Ernst⁽⁵⁾	2024	375,000	100,000	60,400	—	—	535,400
President & Chief Executive Officer of XWELL and Director	2023	375,000	27,379	8,700	—	—	411,079


	Option Awards				Restricted Stock Unit Awards
					Number	Market
		Number			of shares	value
	Number	of securities			of units	of shares
	of securities	underlying			of stock	of units
	underlying	unexercised			that	of stock
	unexercised	options	Option	Option	have not	that
	options	(#) un-	exercise	expiration	vested	have not
Name	(#) exercisable	exercisable	price ($)	date	(#)	vested ($)
Scott R. Milford⁽¹⁾					—	—	—
2020 Non-Qualified Stock Options from the 2012 Plan	2,916	—	30.60	April 20, 2030
2020 Incentive Stock Options from the 2012 Plan	1,605	—	100.20	September 6, 2030
2020 Non-Qualified Stock Options from the 2020 Plan	4,815	—	100.20	October 28, 2030
2021 Non-Qualified Stock Options from the 2020 Plan	14,266	4,755	32.20	January 21, 2031
2022 Non-Qualified Stock Options from the 2020 Plan	2,500	2,500	28.60	April 20, 2032
2023 Non-Qualified Stock Options from the 2020 Plan	22,500	1,875	8.00	January 5, 2033
2024 Non-Qualified Stock Options from the 2020 Plan	10,000	—	1.51	February 5, 2034

Ezra T. Ernst ⁽¹⁾					30,000		$ 1.80
Inducement Plan	33,333	16,667	32.80	January 14, 2032
2023 Non-Qualified Stock Options from the 2020 Plan	5,000	1,250	8.00	January 5, 2033
2024 Non-Qualified Stock Options from the 2020 Plan	10,000	—	1.51	February 5, 2034
2024 Non-Qualified Stock Options from the 2020 Plan	13,125	—	1.51	September 4, 2034

Suzanne A. Scrabis					—	—	—
2023 Non-Qualified Stock Options from the 2020 Plan	3,750	—	4.60	July 10, 2033


	Fees
	Earned or
	Paid in	Restricted Stock	Option	All Other
	Cash	Unit Awards	Awards	Compensation	Total
Name	($)	($)⁽¹⁾	($)⁽¹⁾	($)⁽⁶⁾	($)
Bruce T. Bernstein(2)(6)	95,000	—	66,496	120,000	281,496
Gaëlle Wizenberg(1)(2)	35,000	—	33,249		68,249
Robert Weinstein(4)	60,000	—	46,546		106,546
Michael Lebowitz(5)	45,000	—	33,249		78,249


				No. of securities
				remaining
				available for
	No. of securities			future issuance
	to be issued upon	Weighted-		under equity
	exercise of	average exercise		compensation
	outstanding	price of		plans (excluding
	options,	outstanding		securities
	warrants and	options, warrants		reflected in
Plan Category	rights	and rights ($)		the first column)
Total equity compensation plans approved by security holders⁽¹⁾	564,383	$	14.87	17,671


				Number of
	Number of			Shares of
	Shares of			Series G
	Common			Preferred
	Stock	Percentage		Stock	Percentage		Total
	Beneficially	of		Beneficially	of		Voting
Name and Address of Beneficial Owner⁽¹⁾	Owned	Class		Owned	Class		Power
5% Stockholders
Iroquois Capital Investment Group, LLC⁽²⁾	276,313	4.99	%	2,775	69.38	%	4.99	%
Iroquois Master Fund Ltd.(3)	274,801	4.99	%	1,225	30.63	%	4.99	%
XWEL INV I, LLC⁽⁴⁾	515,090	9.79	%	0	0	%	8.16	%
CPC Pain & Wellness SPV, LLC⁽⁵⁾	394,200	7.49	%	0	0	%	6.24	%
Named Executive Officers and Directors
Scott R. Milford⁽⁶⁾	60,660	1.14	%	0	0	%	*
Suzanne A. Scrabis⁽⁷⁾	18,750	*		0	0	%	*
Ezra T. Ernst⁽⁸⁾	109,463	2.05	%	0	0	%	1.71	%
Bruce T. Bernstein⁽⁹⁾	125,504	2.35	%	0	0	%	1.96	%
Gaëlle Wizenberg⁽¹⁰⁾	23,519	*		0	0	%	*
Robert Weinstein⁽¹¹⁾	61,228	1.15	%	0	0	%	*
Michael Lebowitz⁽¹²⁾	56,989	1.07	%	0	0	%	*
Omar A. Haynes⁽¹³⁾	5,466	*		0	0	%	*
All directors and executive officers as a group (9 persons)⁽¹⁴⁾	498,579	8.80	%	0	0	%	7.42	%


	2024		2023

Marcum:

Audit fees⁽¹⁾	$	503,900	$	567,070
Audit-related fees⁽²⁾		109,580		120,915
Tax fees⁽³⁾		—		—
All other fees⁽⁴⁾		—		—

Total	$	613,480	$	687,985

Exhibit No.		Description

31.1*		Certification of Principal Executive Officer pursuant to Exchange Act, Rules 13a – 14(a) and 15d – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer pursuant to Exchange Act, Rules 13a – 14(a) and 15d – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

104		Cover Page Interactive Data File (embedded within the Inline XBRL documents)

	XWELL, Inc.

	By:	/s/ Ezra T. Ernst
		Ezra T. Ernst
		Chief Executive Officer
		(Principal Executive Officer)

N Bro
	XWELL, Inc.

	By:	/s/ Ian Brown
		Ian Brown
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Amendment: SEC Form 10-K/A filed by XWELL Inc.