XWELL Inc 2025年度报告

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 of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements 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 to Rule405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-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 newor 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 its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 thefiling 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, 2025, the lastbusiness day of the registrant’s most recently completed second quarter, was $3,633,243 computed by reference to the closing sale priceof $0.92 per share on the Nasdaq Stock Market LLC on June 30, 2025. The registrant does not have any non-voting common stock. As of April 25, 2026, 7,926,766 shares of the registrant’s common stock are outstanding.DOCUMENTS INCORPORATED BY REFERENCENone. Table of Contents EXPLANATORY NOTE3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4PART III5ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE5ITEM 11. EXECUTIVE COMPENSATION11ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS15ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE17ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES18PART IV19ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES19SIGNATURES20 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) amends the Annual Report on Form 10-Kof XWELL, Inc. (“XWELL” or the “Company”) for the fiscal year ended December 31, 2025 as originallyfiled with the Securities and Exchange Commission (the “SEC”) on April 1, 2026, (the “Original Filing”).This Form 10-K/A amends the Original Filing to include the information required by Part III of theOriginal Filing because the Company has not filed and will not file a definitive proxy statement within 120days after the end of its 2025 fiscal year. In addition, this Form 10-K/A amends Item 15 of Part IV of theOriginal Filing to include new certifications by our principal executive officer and principal financial andaccounting officer under Section 302 of the Sarbanes-Oxley Act of 2002, as required by Rule 12b-15 underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for the foregoing, we have not modified or updated disclosures presented in the Original Filing inthis Form 10-K/A. Accordingly, this Form 10-K/A does not modify or update the disclosures in theOriginal Filing to reflect subsequent events, results or developments or facts that have become known tous after the date of the Original Filing. Information not affected by this Form 10-K/A remains unchangedand reflects the disclosures made at the time the Original Filing was filed. Therefore, this Form 10-K/Ashould be read in conjunction with any documents incorporated by reference therein and our filings madewith the SEC subsequent to the Original Filing. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form