XWELL Inc. 2025年季度报告

XWELL,Inc. and Subsidiaries PARTI-FINANCIAL INFORMATION Item1.Condensed Consolidated Financial Statements (Unaudited) XWELL,Inc. and SubsidiariesCONDENSED CONSOLIDATED BALANCE SHEETS The accompanying notes form an integral part of these unaudited condensed consolidated financialstatements. XWELL, Inc. and SubsidiariesCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY ANDSTOCKHOLDERS’ EQUITY (DEFICIT) (Continued) The accompanying notes form an integral part of these unaudited condensed consolidated financialstatements. The accompanying notes form an integral part of these unaudited condensed consolidated financialstatements. XWELL,Inc. and SubsidiariesNOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note1. Business Overview and Going Concern Overview XWELL (“XWELL” or the “Company”) is a global wellness organization dedicated to deliveringrestorative and health-focused services to travelers through itsthreereportable operating segments:XpresSpa®, XpresTest®, and Naples Wax Center®. XpresSpa operates spa service locations in majorairports, offering massage, skincare, and travel products. XpresTest transitioned from providingCOVID-19testing to supporting public health efforts through bio-surveillance programs atinternational airports. XWELL’s subsidiary, gcg Connect, LLC, operating as HyperPointe, providesdirect to business marketing support across a number of health and health-related channels. From thecreation of marketing campaigns for the pharmaceutical industry, to learning management systems to Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying unaudited condensed consolidated financial statements have been preparedassuming that the Company will continue as a going concern. The Company has suffered recurring As a result, management has concluded that substantial doubt exists about the Company’s ability tocontinue as a going concern for at least one year from the date of issuance of these unauditedcondensedconsolidated financial statements.The unaudited condensed consolidated financial The Company has significantly reduced operating and overhead expenses, while it continues to focuson returning to overall profitability. Management is implementing various strategic initiatives toreduce operating expenses, improve working capital and enhance cash flow. These include costreduction efforts, capital spending controls, and exploration of additional financing options. The Note2. Accounting and Reporting Policies Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance withaccounting principles generally accepted in the United States of America (“GAAP”) for interimfinancial information and the instructions to Article 8-03 of Regulation S-X and should be read inconjunction with the Company’s Annual Report on Form 10-K for the year ended December 31,2024, as amended. The consolidated balance sheet as of December 31, 2024 was derived from theaudited annual financial statements but does not include all information required by GAAP for annualfinancial statements. The financial statements include the accounts of the Company, all entities that Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity withU.S. GAAP requires management to make certain estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of thecondensed consolidated financial statements and the reported amounts of revenues and expenses forthe periods presented. Actual results may differ from such estimates. Significant items subject to such Preferred Stock The Company records shares of convertible preferred stock at their respective fair values on the datesof issuance, net of issuance costs. The Company concluded that the Company’s Series G ConvertiblePreferred Stock, par value$0.01per share (“Series G Preferred Stock”), is more akin to a debt-typeinstrument than an equity-type instrument, therefore certain embedded features were deemed to notbe clearly and closely related to the debt host instrument and were bifurcated as a derivative underASC 815. The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives orcontain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives andHedging (“ASC 815”). For derivative financial instruments that are accounted for as assets orliabilities, the derivative instrument is initially recorded at its fair value on the grant date and is thenre-valued at each reporting date, with changes in the fair value reported in the unaudited condensedconsolidated statements of operations. The classification of derivative instruments, inclu