UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)


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

(Mark One)

For the fiscal year ended December 31, 2023


☐	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^st Street 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		Name of each exchange on which registered
Common Stock, par value $0.01 per share		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 common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate), as of June 30, 2023, the last business day of the registrant’s most recently completed second quarter, was $16,663,729 computed by reference to the closing sale price of $4.00 per share on the Nasdaq Stock Market LLC on June 30, 2023.

As of April 29, 2024, 4,183,435 shares of the registrant’s common stock are outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None



Auditor Name:	Marcum LLP	Auditor Location:	East Hanover, New Jersey	Auditor Firm ID:	688

Explanatory Note		2

Forward-Looking Statements		3

PART III
Item 10:	Directors, Executive Officers and Corporate Governance	4
Item 11:	Executive Compensation	11
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13:	Certain Relationships and Related Transactions, and Director Independence	19
Item 14:	Principal Accountant Fees and Services	20

PART IV
Item 15:	Exhibits, Financial Statement Schedules	21

Signature Page		22


Name	Age	Position(s) with the Company
Bruce T. Bernstein*^(1)(2)(3)(4)	60	Chairman of the Board of Directors
Robert Weinstein^{*(1)(2)(3)(4)}	64	Director
Michael Lebowitz^{* (3)(4)}	51	Director
Gaëlle Wizenberg*^(1)(2)(5)	49	Director
Scott R. Milford	59	Chief Executive Officer and Director
Suzanne A. Scrabis	54	Chief Financial Officer
Ezra T. Ernst	55	Executive Vice President of XWELL, Chief Executive Officer of XpresTest, Inc. and President and Chief Executive Officer of Hyperpointe


Board Diversity Matrix (As of April 29, 2024)
Total Number of Directors - 5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	4

Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	1	4
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background


			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⁾	2023	425,000	52,379	39,150	—	—	516,529
Chief Executive Officer	2022	413,462	181,704	36,290	615,500	—	1,246,956

Suzanne A. Scrabis⁽³⁾	2023	135,367	784	6,525	22,800	—	165,476
Chief Financial Officer

Omar A Haynes⁽⁴⁾	2023	317,893	26,244	8,700	25,450	—	378,286
Former Interim Chief Financial Officer	2022	251,250	101,856	36,290	65,000	—	454,397

Ezra T. Ernst⁽⁵⁾	2023	375,000	27,379	8,700	—	—	411,079
Executive Vice President of XWELL, Chief Executive Officer of XpresTest and President and Chief Executive Officer of HyperPointe	2022	318,425	—	362,900	—	—	681,325


	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		have not	that
	options	(#) un-	exercise	Option 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	3,210	1,605	100.20	October 28, 2030
2021 Non-Qualified Stock Options from the 2020 Plan	9,510	9,511	32.20	January 21, 2031
2022 Non-Qualified Stock Options from the 2020 Plan	1,250	3,750	28.60	April 20, 2032
2023 Non-Qualified Stock Options from the 2020 Plan	20,625	1,875	8.00	January 5, 2033

Omar A. Haynes⁽¹⁾					—	—
2020 Non-Qualified Stock Options from the 2012 Plan	1,666	—	30.60	April 20, 2030
2021 Non-Qualified Stock Options from the 2020 Plan	2,717	—	32.20	April 19, 2024
2022 Non-Qualified Stock Options from the 2020 Plan	1,250	—	28.60	April 19, 2024
2023 Non-Qualified Stock Options from the 2020 Plan	5,000	—	8.00	April 19, 2024

Ezra T. Ernst ⁽¹⁾					—	—
Inducement Plan	16,666	33,334	32.80	January 14, 2032
2023 Non-Qualified Stock Options from the 2020 Plan	3,750	1,250	8.00	January 5, 2033

Suzanne A. Scrabis					2,500	$ 4.56
2023 Non-Qualified Stock Options from the 2020 Plan	937	2,813	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⁾	166,250	—	52,200	120,000	338,450
Donald E. Stout⁽³⁾	78,750	—	26,100		104,850
Robert Weinstein⁽⁴⁾	105,000	—	26,100		131,100
Michael Lebowitz⁽⁵⁾	78,750	—	26,100		104,850


				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⁾	353,149	$	25.75	249,899


	Number of	Percent of
	Shares of	Shares of
	Common	Common
	Stock	Stock
	Beneficially	Beneficially
Name and Address of Beneficial Owner⁽¹⁾	Owned	Owned
5% percent or more beneficial owners:

None

Directors and named executive officers:

Scott R. Milford⁽²⁾	59,055	*
Suzanne A. Scrabis⁽³⁾	17,812	*
Ezra T. Ernst⁽⁴⁾	49,463	*
Bruce T. Bernstein⁽⁵⁾	81,467	1.9%
Donald E. Stout⁽⁶⁾	30,634	*
Robert Weinstein⁽⁷⁾	30,403	*
Michael Lebowitz⁽⁸⁾	34,970	*
Omar T. Haynes⁽⁹⁾	6,693	*

All current directors and executive officers as a group (8 individuals)⁽¹⁰⁾:	310,498	7.4%


	2023		2022

Marcum:

Audit fees⁽¹⁾	$	567,070	$	410,025
Audit-related fees⁽²⁾		120,915		80,242
Tax fees⁽³⁾		—		—
All other fees⁽⁴⁾		—		—

Total	$	687,985	$	490,267

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/ Scott R. Milford
	Name:	Scott R Milford
	Title:	Chief Executive Officer


	By:	/s/ Suzanne A. Scrabis
	Name:	Suzanne A. Scrabis
	Title:	Chief Financial Officer

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