XWELL Inc 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto 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 “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm 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 includedin 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 compensationreceived 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 Rule12b-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 $7,526,594computed by reference to theclosing 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 11, 2025,5,261,024shares of the registrant’s common stock are outstanding. Certain information required by Part III will be included in an amendment to this Annual Report on Form 10-K within 120 days ofDecember 31, 2024. Table of Contents PART I4ITEM 1. BUSINESS4ITEM 1A. RISK FACTORS8ITEM 1B. UNRESOLVED STAFF COMMENTS33ITEM 1C. CYBERSECURITY33ITEM 2. PROPERTIES35ITEM 3. LEGAL PROCEEDINGS35ITEM 4. MINE SAFETY DISCLOSURES36PART II37ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES37ITEM 6. [RESERVED]37ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS38ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK44ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA45ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE45PART III46ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE46ITEM 11. EXECUTIVE COMPENSATION46ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS47ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE47ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES47PART IV48ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES48ITEM 16. FORM 10-K SUMMARY51SIGNATURES51 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of thePrivate Securities Litigation Reform Act of 1995. These statements relate, among other matters, toour anticipated financial performance, future revenues or earnings, business prospects, projectedventures, new products and services, anticipated market performance and similar matters. These risks and uncertainties, many of which are beyond our control, include, but are not limited to,the following: ●our ability to continue as a going concern;●the adverse effects of public health epidemics, similar to the coronavirus outbreak, onour business, results of operations and financial condition;●our material weaknesses we identified in our internal control over financial reporting,our efforts to remediate such material weaknesses and the timing of remediation;●our