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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐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: 001-34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2026 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents 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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

XWELL, Inc. 138,665,191 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-294835 PROSPECTUS XWELL, Inc. 138,665,191 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of 138,665,191 shares of our common stock, par value $0.01 per share (the “Common Stock”), consisting of (i) 66,665,957 shares issuable upon the conve

XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001

XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 April 14, 2026 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Kate Beukenkamp Re: XWELL, Inc. Registration Statement on Form S-3 Originally filed on April 1, 2026 File No. 333-294835 (the “Registration Statement”) Request for Accelera

LETTER

April 13, 2026 Ezra T. Ernst Chief Executive Officer XWELL, Inc. 254 West 31st Street, 11th Floor New York, NY 10001 Re: XWELL, Inc. Registration Statement on Form S-3 Filed April 1, 2026 File No. 333-294835 Dear Ezra T. Ernst: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 18, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

As Filed with the Securities and Exchange Commission on April 1, 2026

As Filed with the Securities and Exchange Commission on April 1, 2026 Registration No.

XWELL Reports Fiscal 2025 Results

Exhibit 99.1 PRESS RELEASE XWELL Reports Fiscal 2025 Results NEW YORK — April 1, 2026 – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a leading provider of wellness solutions for people on the go, today announced financial results for the year ended December 31, 2025. Recent Operating Highlights ● XWELL delivered 2025 revenue of approximately $29.2 million. ● Total operating expenses decr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2025 OR ☐ 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 001-347

Security Type

Calculation of Filing Fee Tables S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effecti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 1, 2026 XWELL, Inc. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 1, 2026 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

CERTIFICATE OF ELIMINATION OF SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK, XWELL, INC.

Exhibit 3.2 CERTIFICATE OF ELIMINATION OF SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK, OF XWELL, INC. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), it is hereby certified that: 1.             The name of the corporation (hereinafter referred to as the “Company”) is XWELL, Inc., a Delaware corporation. 2.             The design

Certificate of Designation of  Series H Convertible Preferred Stock of 

  Exhibit 3.1   Certificate of Designation of  Series H Convertible Preferred Stock of  XWELL, Inc.       Pursuant to Section 151(g) of the  Delaware General Corporation Law       XWELL, Inc. (the “Corporation”) a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify that, pursuant to the authority conferred upon the Board of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): February 26, 2026 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): February 26, 2026 XWELL, Inc.

COMMON STOCK PURCHASE WARRANT XWELL, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

OMNIBUS AGREEMENT

Exhibit 10.5 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT is dated effective as of February 24, 2026 (the “Effective Date”), by and between XWELL, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each, a “Holder” and, collectively, the “Holders”) of the Securities (as defined herein). The Holders and the Company are together referred to herein as the “Parties” or singly as a

XWELL, INC. LOCK-UP AGREEMENT

Exhibit 10.4 XWELL, INC. LOCK-UP AGREEMENT XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 Attn: Ezra T. Ernst, President & CEO Ladies and Gentlemen: The undersigned understands that XWELL, Inc., a Delaware Corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on February 24, 2026, with each purchaser (each, an “Investor”, and collectively “Inv

PLACEMENT AGENCY AGREEMENT

Exhibit 10.3 PLACEMENT AGENCY AGREEMENT February 24, 2026 PERSONAL AND CONFIDENTIAL XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 Attn: Ezra T. Ernst, President & CEO Dear Mr. Ernst: This agreement (the “Agreement”) constitutes the agreement Dominari Securities LLC, a Delaware limited liability company, (“Dominari” or the “Placement Agent”) and XWELL, Inc., a Delaware corpo

XWELL Announces Approximately $31.3 Million Private Placement Priced At The Market Under Nasdaq Rules

Exhibit 99.1 PRESS RELEASE XWELL Announces Approximately $31.3 Million Private Placement Priced At The Market Under Nasdaq Rules NEW YORK — February 24, 2026 – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a provider of wellness and biosecurity solutions, today announced that it has entered into a securities purchase agreement with a series of American Ventures, LLC in a private placement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): February 24, 2026 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): February 24, 2026 XWELL, Inc.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the [ ] day of February, 2026 by and among XWELL, Inc., a Delaware corporation (the “Company”), the purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”) and each of the several holders of the Placement Agent Warrants (as defined below)

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February 24, 2026, by and among XWELL, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its Affiliate assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, subject t

Certificate of Designation of  Series H Convertible Preferred Stock of 

  Exhibit 3.1   Certificate of Designation of  Series H Convertible Preferred Stock of  XWELL, Inc.       Pursuant to Section 151(g) of the  Delaware General Corporation Law       XWELL, Inc. (the “Corporation”) a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify that, pursuant to the authority conferred upon the Board of

COMMON STOCK PURCHASE WARRANT XWELL, INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 18, 2025 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 18, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 1, 2025 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 1, 2025 XWELL, Inc.

ARS/A

XWELL, Inc. 2024 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF XWELL, INC.

Exhibit 3.1   CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF XWELL, INC.   PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW   This Certificate of Amendment to the Certificate of Designations of Series G Convertible Preferred Stock (the “Amendment”) is dated as of November 7, 2025.   WHEREAS, the board of directors (the “Board”) of

XWELL Reports Third Quarter 2025 Results

Exhibit 99.1 PRESS RELEASE XWELL Reports Third Quarter 2025 Results NEW YORK — November 14, 2025 – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a leading provider of wellness solutions for people on the go, today announced results for the third quarter ended September 30, 2025. Recent Operating Highlights · Revenue for the 2025 third quarter totaled $7.3 million. · Cost of sales decrease

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 7, 2025 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 7, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 14, 2025 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 14, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐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: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 6, 2025 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 6, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

FORM OF SENIOR SECURED CONVERTIBLE NOTE

Exhibit 4.1 FORM OF SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) A

Form of Amended and Restated Series A Warrant XWELL, Inc. Amended and Restated Series A Warrant to Purchase Common Stock

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Amended and Restated Series B Warrant XWELL, Inc. Amended and Restated Series B Warrant to Purchase Common Stock

Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 3, 2025 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 3, 2025 XWELL, Inc.

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF XWELL, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF XWELL, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series G Convertible Preferred Stock (the “Amendment”) is dated as of [ ], 2025. WHEREAS, the board of directors (the “Board”) of XWELL, Inc., a

SECURITIES EXCHANGE AND AMENDMENT AGREEMENT

Exhibit 10.1 SECURITIES EXCHANGE AND AMENDMENT AGREEMENT This SECURITIES EXCHANGE AND AMENDMENT AGREEMENT (this “Agreement”) is made effective as of November 3, 2025, by and between XWELL, Inc. (the “Company”) and the undersigned holders (the “Holders”) of shares of the Company’s Series G Convertible Preferred Stock, par value $0.01 per share, (the “Series G Preferred Stock”). Capitalized terms us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 9, 2025 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 9, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 16, 2025 XWELL, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 16, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐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: 001-347

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2025 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2025 XWELL, Inc.

XWELL Reports Second Quarter 2025 Results

Exhibit 99.1 PRESS RELEASE XWELL Reports Second Quarter 2025 Results NEW YORK — August 14, 2025 – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a leading provider of wellness solutions for people on the go, today announced results for the second quarter ended June 30, 2025. From providing critical biosecurity support to building tech-forward wellness spaces in transportation hubs and loca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

ARS

XWELL, Inc. 2024 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 7, 2025 XWELL, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 7, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): July 24, 2025 XWELL, Inc. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): July 24, 2025 XWELL, Inc.

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF XWELL, INC.

Exhibit 99.1 FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF XWELL, INC. Pursuant to Article VII, Section 1, of the Certificate of Incorporation, as amended, of XWELL, Inc., a Delaware corporation (the “Corporation”), Article X of the Bylaws (the “Bylaws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the Bylaws of the

XWELL, Inc. 30,440,060 Shares of Common Stock (and including up to 1,140,370 Dividend Shares)

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 284768 PROSPECTUS XWELL, Inc. 30,440,060 Shares of Common Stock (and including up to 1,140,370 Dividend Shares) This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of 30,440,060 shares of our common stock, par value $0.01 per share (the “Common Stock”), issuable upo

XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001

XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 June 27, 2025 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Ms. Cara Wirth and Ms. Mara Ransom Re: XWELL, Inc. Registration Statement on Form S-3 Originally filed on February 7, 2025, as amended on April 29, 2025, June 3, 2025, and J

June 20, 2025

June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cara Wirth Mara Ransom Re: Amendment No. 2 to Registration Statement on Form S-3 Filed June 3, 2025 File No. 333-284768 Ladies and Gentlemen: XWELL, Inc. (the “Company” or “we”) hereby transmits the Company’s response to th

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef

As Filed with the Securities and Exchange Commission on June 20, 2025

As Filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

LETTER

June 13, 2025 Ezra T. Ernst President and Chief Executive Officer XWELL, Inc. 254 West 31st Street, 11th Floor New York, NY 10001 Re: XWELL, Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed June 3, 2025 File No. 333-284768 Dear Ezra T. Ernst: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your regist

As Filed with the Securities and Exchange Commission on June 3, 2025

As Filed with the Securities and Exchange Commission on June 3, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef

Form of Omnibus Amendment, by and among XWELL, Inc. and the investor listed on the signature page thereto

Exhibit 10.4 Form of OMNIBUS Amendment This Omnibus Amendment (this “Amendment”), dated as of May 20, 2025, is by and among XWELL, Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page attached hereto (the “Investor”). WITNESSETH Whereas, the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of January 14, 2025 (the “Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐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: 001-34

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 20, 2025 XWELL, Inc.

XWELL Reports First Quarter 2025 Results, Advancing Mission to Liberate Science-Proven Wellness

Exhibit 99.1 XWELL Reports First Quarter 2025 Results, Advancing Mission to Liberate Science-Proven Wellness NEW YORK, (May 20, 2025) – XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), a pioneer in science-proven, accessible wellness, today reported results for the first quarter ended March 31, 2025. With a growing portfolio of in-airport and off-airport wellness brands, XWELL continues to r

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 13, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef

As Filed with the Securities and Exchange Commission on April 29, 2025

As Filed with the Securities and Exchange Commission on April 29, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents 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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Letter from Marcum LLP to the Securities and Exchange Commission dated April 21, 2025

Exhibit 16.1 April 21, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: XWELL, Inc. Commission File Number 001-34785 Commissioners: We have read the statements made by XWELL, Inc. under Item 4.01 of its Form 8-K dated April 21, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other stateme

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 21, 2025 XWELL, Inc.

XWELL Reports Fiscal Year 2024 Results

Exhibit 99.1 XWELL Reports Fiscal Year 2024 Results NEW YORK, (April 15, 2025) – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a pioneer in democratizing wellness, today reported results for the year ended December 31, 2024. Recent Highlights: · XWELL delivered 2024 revenue growth of approximately 13% versus 2023. · Gross margin more than doubled, increasing from 12.2% in 2023 to 26.3% in

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 15, 2025 XWELL, Inc.

Insider Trading Policy of XWELL, Inc.

Exhibit 19.1 As of July 1, 2024 XWELL, Inc. INSIDER TRADING POLICY XWELL, Inc. (the “Company”) has adopted the following policy regarding trading by Company personnel in the Company’s securities (this “Insider Trading Policy,” or this “Policy”). This Policy applies to all Company personnel, including directors, officers, employees and consultants of the Company and its subsidiaries. This Policy al

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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 OR ☐ 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 001-347

Amendment to the XWELL, Inc. 2020 Equity Incentive Plan

Exhibit 10.1   AMENDMENT TO XWELL, Inc. 2020 Equity Incentive Plan   This AMENDMENT TO xwell, Inc. 2020 Equity Incentive Plan (as amended October 4, 2022) (this “Amendment”), effective as of February 13, 2025, is made and entered into by XWELL, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 10, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 13, 2025 XWELL, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 13, 2025 XWELL, Inc.

XWELL Announces Plan for Strategic Investment in Medical Spas to Advance Wellness and Beauty Offerings $4M Private Placement Fuels Expansion, with Initial Acquisitions Planned by Year-End

Exhibit 99.1 XWELL Announces Plan for Strategic Investment in Medical Spas to Advance Wellness and Beauty Offerings $4M Private Placement Fuels Expansion, with Initial Acquisitions Planned by Year-End NEW YORK, (March 13, 2025) – XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a pioneer in democratizing wellness, today announced plans to acquire select medical spas by the end of 2025, lever

Centers for Disease Control and Prevention Traveler-based Genomic Surveillance Program Contract Renewed through 2027

Exhibit 99.1 Centers for Disease Control and Prevention Traveler-based Genomic Surveillance Program Contract Renewed through 2027 NEW YORK, March 5, 2025 - XWELL Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, announced that the Centers for Disease Control and Prevention (CDC) has extended its Traveler-based Genomic Surveillance Program for

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 5, 2025 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

LETTER

February 13, 2025 Ezra T. Ernst President and Chief Executive Officer XWELL, Inc. 254 West 31st Street, 11th Floor New York, NY 10001 Re: XWELL, Inc. Registration Statement on Form S-3 Filed February 7, 2023 File No. 333-284768 Dear Ezra T. Ernst: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests fo

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 XWELL, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial ef

As Filed with the Securities and Exchange Commission on February 7, 2025

As Filed with the Securities and Exchange Commission on February 7, 2025 Registration No.

Form of Certificate of Designations of Series G Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 15, 2025).

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF XWELL, INC. I, Ezra T. Ernst, hereby certify that I am the President and Chief Executive Officer of XWELL, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Boa

Form of Purchase Agreement.

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (the “Agreement”), dated as of January 14, 2025, is by and among XWELL, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and delivering this

XWELL Announces Closing of $4 Million Private Placement Consisting of Convertible Preferred Stock and Warrants

Exhibit 99.1 XWELL Announces Closing of $4 Million Private Placement Consisting of Convertible Preferred Stock and Warrants NEW YORK, January 15, 2025 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced the closing of its private placement offering of $4 million of the Company’s newly designated Series G Convertible Pref

Form of Registration Rights Agreement.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2025, is by and among XWELL, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of January 14, 202

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 14, 2025 XWELL, Inc.

Form of Series B Warrant.

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Series A Warrant.

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Executive Employment Agreement with Thomas Ian Brown, effective as of January 6, 2025

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, at New York, New York, effective as of the 6th day of January, 2025 (the “Effective Date”), and is by and between Thomas Ian Brown, an individual residing at the address listed in the Company’s files (“Executive”), and XWELL, Inc., a Delaware corporation (f/k/a XpresSpa Grou

Resignation, Separation Agreement and Release with Suzanne A. Scrabis, effective as of January 8, 2025

Exhibit 10.1 RESIGNATION, SEPARATION AGREEMENT AND RELEASE This Resignation, Separation Agreement and Release (this “Release”) is made between XWELL, Inc., including its divisions, subsidiaries, parent and affiliated corporations, their successors and assigns (individually and collectively the “Company”) and with Suzanne Scrabis, together with his or her heirs, executors, administrators, successor

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): January 2, 2025 XWELL, Inc.

XWELL Announces Senior Leadership Appointments and Changes Ian Brown Appointed XWELL’s CFO Succeeding Suzanne Scrabis Peter Vermeulen Joins XWELL as its New Head of Human Resources Mike Heronime Joins XWELL as its New Marketing Director

Exhibit 99.1 XWELL Announces Senior Leadership Appointments and Changes Ian Brown Appointed XWELL’s CFO Succeeding Suzanne Scrabis Peter Vermeulen Joins XWELL as its New Head of Human Resources Mike Heronime Joins XWELL as its New Marketing Director NEW YORK, January 7, 2025 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today anno

Open Letter to XWELL Shareholders from CEO Ezra Ernst

Exhibit 99.1 Open Letter to XWELL Shareholders from CEO Ezra Ernst NEW YORK, December 5, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced that the Company’s Chief Executive Officer, Ezra Ernst has issued an open letter to shareholders. The letter provides a summary of the Company’s business objectives for 2025 wh

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 5, 2024 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 00

XWELL, Inc. Reports Third Quarter 2024 Results

Exhibit 99.1 XWELL, Inc. Reports Third Quarter 2024 Results NEW YORK, November 14, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the third quarter and nine-month period ended September 30, 2024. Recent Highlights: · XWELL delivered 2024 third quarter revenue growth of approximately 13% from the comp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 14, 2024 XWELL, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 20, 2024 XWELL, Inc.

Executive Employment Agreement by and between XWELL, Inc. and Ezra T. Ernst, effective as of September 4, 2024

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, at New York, New York, effective as of the 4th day of September, 2024 (the “Effective Date”), and is by and between Ezra T. Ernst, an individual residing at the address listed in the Company’s files (“Executive”), and XWELL, Inc., a Delaware corporation (f/k/a XpresSpa Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 4, 2024 XWELL, Inc.

Amendment to the XWELL, Inc. 2020 Equity Incentive Plan, effective as of February 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025).

Exhibit 10.2 transition and severance agreement This Transition and Severance Agreement (“Agreement”) is made and entered into by and between XWELL, Inc., a Delaware corporation (f/k/a XpresSpa Group, Inc., a Delaware corporation) (the “Company”), and Scott R. Milford (the “Executive”), effective as of September 4, 2024 (the “Effective Date”). The Company and the Executive are referred to herein i

XWELL Appoints Ezra Ernst as New President and Chief Executive Officer Strategic leadership change will drive further growth and expansion among core business units

Exhibit 99.1 XWELL Appoints Ezra Ernst as New President and Chief Executive Officer Strategic leadership change will drive further growth and expansion among core business units NEW YORK, NY (September 5, 2024) – XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority in wellness solutions for people on the go, today announced the appoint of Ezra T. Ernst as Chief Executive Officer. Er

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

* * * * *

Lawrence S. Elbaum [email protected] Tel 212.237.0084 Fax 917.849.5379 August 16, 2024 VIA EDGAR AND EMAIL Eddie Kim and Christina Chalk Special Counsel Division of Corporation Finance Office of Mergers and Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XWELL, Inc. PREC14A filed August 2, 2024 File No. 1-34785 Dear Mr. Kim and Ms. Chalk:

Certificate of Designation of Series A Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on August 16, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 16, 2024).

Exhibits 3.1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of XWELL, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware XWELL, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That, pursuant to the auth

Tax Benefits Preservation Plan, dated as of August 16, 2024, between XWELL, Inc. and Equiniti Trust Company, LLC, as Rights Agent, together with the following exhibits thereto: Exhibit A — Form of Certificate of Designation of Series A Junior Participating Preferred Stock of XWELL, Inc.; Exhibit B — Form of Right Certificate.

Exhibit 4.1 XWELL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Tax Benefits Preservation Plan Dated as of August 16, 2024 TAX BENEFITS PRESERVATION PLAN Tax Benefits Preservation Plan, dated as of August 16, 2024 (this “Plan”), between XWELL, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rig

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED AUGUST 16, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 193

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED AUGUST 16, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Tax Benefits Preservation Plan, dated as of August 16, 2024, between XWELL, Inc. and Equiniti Trust Company, LLC, as Rights Agent, together with the following exhibits thereto: Exhibit A - Form of Certificate of Designation of Series A Junior Participating Preferred Stock of XWELL, Inc.; Exhibit B - Form of Right Certificate (incorporated by reference from Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on August 16, 2024).

Exhibit 4.1 XWELL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Tax Benefits Preservation Plan Dated as of August 16, 2024 TAX BENEFITS PRESERVATION PLAN Tax Benefits Preservation Plan, dated as of August 16, 2024 (this “Plan”), between XWELL, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XWELL, Inc. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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 3

XWELL, Inc. Adopts Tax Benefits Preservation Plan

Exhibit 99.1 XWELL, Inc. Adopts Tax Benefits Preservation Plan August 16, 2024— XWELL, Inc. (Nasdaq: XWEL) (the “Company”) announced today that its Board of Directors has adopted a Tax Benefits Preservation Plan (the “Plan”) intended to preserve the value of certain of the Company’s tax attributes related to previously recorded net operating losses (the “Tax Attributes”). As of August 16, 2024, th

Certificate of Designation of Series A Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on August 16, 2024.

Exhibits 3.1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of XWELL, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware XWELL, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That, pursuant to the auth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34785 20-4988129 (State or other jurisdiction of incorporation) (Commission File Number

Press Release, dated August 16, 2024.

Exhibit 99.1 XWELL, Inc. Adopts Tax Benefits Preservation Plan August 16, 2024— XWELL, Inc. (Nasdaq: XWEL) (the “Company”) announced today that its Board of Directors has adopted a Tax Benefits Preservation Plan (the “Plan”) intended to preserve the value of certain of the Company’s tax attributes related to previously recorded net operating losses (the “Tax Attributes”). As of August 16, 2024, th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34785 20-4988129 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 001-347

XWELL, Inc. Reports Second Quarter 2024 Results

Exhibit 99.1 XWELL, Inc. Reports Second Quarter 2024 Results NEW YORK, August 14, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the second quarter ended June 30, 2024. Recent Highlights: · XWELL delivered 2024 second quarter revenue growth of approximately 14% from the comparable quarter in 2023 dri

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2024 XWELL, Inc.

XWEL / XWELL, Inc. / CPC Pain & Wellness SPV, LLC - SC 13D/A Activist Investment

SC 13D/A 1 cpc240850sch13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* XWELL, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) Wayne Mack Richard Waldo CPC Pain & Wellness SPV, LLC 301 Edgewater Place, Suite 100 Wak

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Joint Filing Agreement, by and among CPC Pain & Wellness SPV, LLC, ACM-CPC, LLC, Wayne Mack and Richard Waldo, dated August 13, 2024.

EX-99.1 2 cpc240850ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of

Joint Filing Agreement

EX-99.1 2 ex991to13g14221002080924.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated August 9, 2024 with respect to the common stock, par value $0.01 per share, of XWELL, Inc., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and i

XWEL / XWELL, Inc. / Blackwells Capital Llc - THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 XWELL, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98420U802 (CUSIP Number) August 6, 2024

LETTER

August 8, 2024 Scott Milford President and Chief Executive Officer XWELL, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 Re: XWELL, Inc. PREC14A filed August 2, 2024 File No. 1-34785 Dear Scott Milford: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Ple

XWELL, Inc. 652,705 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273726 PROSPECTUS SUPPLEMENT (To the Prospectus Dated September 29, 2023) XWELL, Inc. 652,705 Shares of Common Stock We are offering 652,705 shares of our common stock, $0.01 par value per share (the “common stock”), to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. There is no required m

XWELL Announces $1.4 Million Registered Direct Offering Priced At Premium to Market

Exhibit 99.1 XWELL Announces $1.4 Million Registered Direct Offering Priced At Premium to Market NEW YORK-(BUSINESS WIRE)-Aug. 6, 2024- XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority in wellness solutions for people on the go, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 652,705 shares of its common stock, par valu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 5, 2024 XWELL, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 5, 2024 XWELL, Inc.

Form of Securities Purchase Agreement, dated as of August 6, 2024, by and among the Company and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2024, between XWELL, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED AUGUST 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREC14A 1 tm2420715d1prec14a.htm PREC14A PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED AUGUST 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriat

XWEL / XWELL, Inc. / CPC Pain & Wellness SPV, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* XWELL, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) Wayne Mack Richard Waldo CPC Pain & Wellness SPV, LLC 301 Edgewater Place, Suite 100 Wakefield, MA 01880 (617) 531-9767 Ben A. St

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 XWELL, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34785 20-4988129 (State or other jurisdiction of incorporation) (Commission File Number)

Joint Filing Agreement, by and among CPC Pain & Wellness SPV, LLC, ACM-CPC, LLC, Wayne Mack and Richard Waldo, dated July 22, 2024.

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of XWELL, Inc., a Delaware corporation. This Joint Fili

Exhibit 1

EX-1 2 tm2419933d2ex1.htm EXHIBIT 1 Exhibit 1 XWELL Announces Director Candidate Nomination Notice Submitted by CPC is Invalid Calls on CPC to Update its Deficient 13D Filing to Include Accurate and Transparent Information About its Plan for Obtaining a Majority of the Board and its Recently Filed Litigation Stockholders Are Not Required to Take Any Action at This Time NEW YORK, July 22, 2024 - XW

XWELL Announces Director Candidate Nomination Notice Submitted by CPC is Invalid Calls on CPC to Update its Deficient 13D Filing to Include Accurate and Transparent Information About its Plan for Obtaining a Majority of the Board and its Recently Fil

Exhibit 99.1 XWELL Announces Director Candidate Nomination Notice Submitted by CPC is Invalid Calls on CPC to Update its Deficient 13D Filing to Include Accurate and Transparent Information About its Plan for Obtaining a Majority of the Board and its Recently Filed Litigation Stockholders Are Not Required to Take Any Action at This Time NEW YORK, July 22, 2024 - XWELL, Inc. (Nasdaq: XWEL) (“XWELL”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No . ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Complaint filed in the Delaware Court of Chancery on July 19, 2024.

Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CPC PAIN & WELLNESS SPV, LLC, Plaintiff, v. XWELL, INC., BRUCE T. BERNSTEIN, MICHAEL LEBOWITZ, ROBERT WEINSTEIN, GAËLLE WIZENBERG and SCOTT R. MILFORD, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2024- VERIFIED COMPLAINT Plaintiff CPC Pain and Wellness SPV, LLC (“CPC”), by and through its undersigned counsel, alleges as follows: INTRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No .          )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No .          ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨       Preliminary Proxy Statement ¨       Confidential, for Use of the Commission Only (as perm

Joint Filing Agreement, by and among CPC Pain & Wellness SPV, LLC, ACM-CPC, LLC, Wayne Mack and Richard Waldo, dated June 17, 2024.

EX-99.1 2 cpc240651ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of XW

XWEL / XWELL, Inc. / CPC Pain & Wellness SPV, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* XWELL, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420U703 (CUSIP Number) Wayne Mack Richard Waldo CPC Pain & Wellness SPV, LLC 301 Edgewater Place, Suite 100 Wakefield, MA 01880 (617) 531-9767 Ben A. Stac

Amended and Restated Bylaws of XWELL, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024).

Exhibit 3.1 XWELL, INC. THIRD AMENDED AND RESTATED BYLAWS As Amended and Restated effective May 17, 2024 Table Of Contents Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 2 1.4 Notice of Stockholders’ Meetings 3 1.5 Quorum 3 1.6 Adjourned Meeting; Notice 3 1.7 Conduct of Business 3 1.8 Voting 3 1.9 Stockholder Action by Written Consent W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 17, 2024 XWELL, Inc. (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 17, 2024 XWELL, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 15, 2024 XWELL, Inc.

XWELL, Inc. Reports First Quarter 2024 Results

Exhibit 99.1 XWELL, Inc. Reports First Quarter 2024 Results NEW YORK, May 15, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the first quarter ended March 31, 2024. Recent Highlights: · XWELL delivered 2024 first quarter revenue growth of approximately 24% from the 2023 first quarter. · The Company h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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: 001-34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

Table of Contents 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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ 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 001-3

XWELL, Inc. Reports Fiscal Year 2023 Results

Exhibit 99.1 XWELL, Inc. Reports Fiscal Year 2023 Results NEW YORK, April 16, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today reported results for the year ended December 31, 2023. Recent Highlights: · The Company’s airport XpresSpa business segment delivered revenue growth of approximately 39% versus 2022. · The Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2023 OR ☐ 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 001-347

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 16, 2024 XWELL, Inc.

Incentive Compensation Recovery Policy

Adopted December 1, 2023 Exhibit 97 XWELL, INC. INCENTIVE COMPENSATION RECOVERY POLICY I. Introduction The Board of Directors (the “Board”) of XWELL, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (this “Policy”) to provide for the recovery of certain executive compensation in the event of an Accounting Restatement resulting from material noncompliance with financial

List of Subsidiaries of XWELL, Inc.

Exhibit 21.1 Subsidiaries of XWELL, Inc. Name of Subsidiary Jurisdiction of Incorporation GCG Connect, LLC d/b/a HyperPointe New Jersey I/P Engine, Inc. Virginia Innovate/Protect, Inc. Delaware Iron Gate Security, Inc. Delaware Naples Wax FRM LLC Florida Naples Wax NPL LLC Florida Naples Wax UTC LLC Florida Naples Wax, LLC Florida Quantum Stream Inc. Delaware Spa Products Import & Distribution Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 12, 2024 XWELL, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 12, 2024 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 1, 2024 XWELL, Inc. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 1, 2024 XWELL, Inc.

XWELL, Inc. Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K

Exhibit 99.1 XWELL, Inc. Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K NEW YORK, April 1, 2024 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced plans to file a Form 12b-25 with the U.S. Securities and Exchange Commission regarding its Annual Report on Form 10-K for the year ended December 31, 2023.

CDC Traveler-based Genomic Surveillance Program to Expand to Two New US International Airports in Miami and Chicago The TGS program, a leading example of biosecurity infrastructure, operates at a total of nine US locations and leverages voluntary nas

Exhibit 99.1 CDC Traveler-based Genomic Surveillance Program to Expand to Two New US International Airports in Miami and Chicago The TGS program, a leading example of biosecurity infrastructure, operates at a total of nine US locations and leverages voluntary nasal swabs as well as wastewater sampling from international travelers to detect more than 30 pathogens. New York, NY — March 12, 2024 — Gi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 12, 2024 XWELL, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 12, 2024 XWELL, Inc.

US98420U8027 / XWELL, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02319-xwellinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: XWELL Inc Title of Class of Securities: Common Stock CUSIP Number: 98420U802 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 13, 2023 XWELL, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 13, 2023 XWELL, Inc.

XWELL Appoints Veteran Consumer & Wellness Entrepreneur Gaëlle Wizenberg to its Board of Directors

Exhibit 99.1 XWELL Appoints Veteran Consumer & Wellness Entrepreneur Gaëlle Wizenberg to its Board of Directors NEW YORK, December 15, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today announced the appointment of Gaëlle Wizenberg to the Company’s Board of Directors, effective January 1, 2024. The Company also announced tha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 13, 2023 XWELL, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 13, 2023 XWELL, Inc.

XWELL, Inc. Reports Third Quarter 2023 Results Airport Spas Deliver Strong 39% Year-Over-Year Q3 Revenue Growth Naples Wax Center Acquisition Accelerates Future Off-Airport Growth Opportunities Further Airport Spa Expansion Internationally

Exhibit 99.1 XWELL, Inc. Reports Third Quarter 2023 Results Airport Spas Deliver Strong 39% Year-Over-Year Q3 Revenue Growth Naples Wax Center Acquisition Accelerates Future Off-Airport Growth Opportunities Further Airport Spa Expansion Internationally NEW YORK, November 14, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in wellness solutions for people on the go, today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 14, 2023 XWELL, Inc.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 12, 2023 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 28, 2023 XWELL, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 28, 2023 XWELL, Inc.

XWELL’s CEO Scheduled to Present at Upcoming Investor Fireside Chat on October 4, 2023 Scott Milford to Present at Water Tower Research Fireside Chat Series on Wednesday, October 4, 2023, at 2:30 p.m. E.T.

Exhibit 99.1 XWELL’s CEO Scheduled to Present at Upcoming Investor Fireside Chat on October 4, 2023 Scott Milford to Present at Water Tower Research Fireside Chat Series on Wednesday, October 4, 2023, at 2:30 p.m. E.T. NEW YORK, NY (September 28, 2023) — XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company") today announced that XWELL’s CEO Scott Milford will participate in an Investor Fireside Cha

XWELL, INC. 254 West 31st Street, 11th Floor New York, New York 10001

XWELL, INC. 254 West 31st Street, 11th Floor New York, New York 10001 September 29, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Fetterolf at 202-551-6613 Re: XWELL, Inc. Registration Statement on Form S-3 Filed August 4, 2023 (Commission File No. 333-273726) Dear Sir or Madam: In accordance with Rule 461 under the Securities Act of 1

XWELL, Inc. Announces 1-for-20 Reverse Stock Split

Exhibit 99.1 XWELL, Inc. Announces 1-for-20 Reverse Stock Split NEW YORK, September 27, 2023 - XWELL, Inc. (Nasdaq: XWEL), announced today that it will effect a 1-for-20 reverse stock split of its common stock effective at 5:00 pm Eastern Time on Wednesday, September 27, 2023. Shares of XWELL’s common stock are expected to begin trading on a split-adjusted basis when markets open on Thursday, Sept

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 26, 2023 XWELL, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 26, 2023 XWELL, Inc.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of September 27, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on September 27, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XWELL, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, XWELL, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is XWELL, Inc. The date of filing of its

XWELL Grows Footprint Outside the Airport with Acquisition of Naples Wax Center Transaction represents the first step in building XWELL’s retail portfolio outside the airport and positions the Company for revenue growth and profitability

Exhibit 99.1 XWELL Grows Footprint Outside the Airport with Acquisition of Naples Wax Center Transaction represents the first step in building XWELL’s retail portfolio outside the airport and positions the Company for revenue growth and profitability NEW YORK, NY (September 12, 2023) — XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company") today announced the acquisition of Naples Wax, LLC (“Naples

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 12, 2023 XWELL, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 12, 2023 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 22, 2023 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 22, 2023 XWELL, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 14, 2023 XWELL, Inc.

XWELL, Inc. Reports Second Quarter 2023 Results

Exhibit 99.1 XWELL, Inc. Reports Second Quarter 2023 Results NEW YORK, August 14, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in health and wellness solutions for people on the go, today reported results for the second quarter ended June 30, 2023. Financial and Business Highlights: · Second quarter 2023 revenue at the Company’s XpresSpa business increased approximate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 001-347

LETTER

United States securities and exchange commission logo August 10, 2023 Scott Milford Chief Executive Officer XWELL, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) XWELL, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Security(3)(4) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 p

As filed with the Securities and Exchange Commission on August 4, 2023

As filed with the Securities and Exchange Commission on August 4, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 28, 2023 XWELL, Inc. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 28, 2023 XWELL, Inc.

Offer letter dated June 26, 2023, between the Company and Suzanne A. Scrabis (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 28, 2023).

Exhibit 10.1 254 West 31st Street, 11th FL New York, NY 10001 p. 212.750.9595 f. 212.750.8607 xwell.com June 26, 2023 [***] Dear Suzanne, On behalf of the entire leadership team, we are very pleased to present you with our offer for the position of Chief Financial Officer, XWELL, Inc. (the “Company”). Please review the terms of our offer below: Position: Chief Financial Officer (“CFO”) Reporting t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 12, 2023 XWELL, Inc. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 12, 2023 XWELL, Inc.

XWELL, Inc. Reports First Quarter 2023 Results

Exhibit 99.1 XWELL, Inc. Reports First Quarter 2023 Results NEW YORK, May 15, 2023 - XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), an authority in health and wellness solutions for people on the go, today reported results for the first quarter ended March 31, 2023. Business Highlights: Reflecting management’s commitment to better serve clients, optimize efficiencies, and deliver long-term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 15, 2023 XWELL, Inc. (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 15, 2023 XWELL, Inc.

Executive Employment Agreement dated May 3, 2023, between the Company and Valerie Lightfoot.

Exhibit 10.1 Certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K. 254 West 31st Street, 11th FL New York, NY 10001 p. 212.750.9595 f. 212.750.8607 xwell.com May 1, 2023 Valerie Lightfoot [***] Dear Valerie On behalf of the entire leadership team, we are very pleased t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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: 001-34

XWELL, Inc. Names Valerie Lightfoot Chief Financial Officer

Exhibit 99.1 XWELL, Inc. Names Valerie Lightfoot Chief Financial Officer NEW YORK, MAY 4, 2023 - XWELL, Inc. (Nasdaq: XWEL), an authority in health and wellness solutions for people on the go, today announced that Valerie Lightfoot has been named Chief Financial Officer, effective June 12, 2023. Ms. Lightfoot joins XWELL with over 25 years of financial leadership experience. During her career, she

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 3, 2023 XWELL, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ 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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

XWELL, Inc. Granted 180-Day Extension by NASDAQ to Regain Compliance with Minimum Bid Price Rule

Exhibit 99.1 XWELL, Inc. Granted 180-Day Extension by NASDAQ to Regain Compliance with Minimum Bid Price Rule NEW YORK, April 27, 2023 - XWELL, Inc. (Nasdaq: XWEL), an authority in health and wellness solutions for people on the go, today announced that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company has be

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 27, 2023 XWELL, Inc.

Subsidiaries of XpresSpa Group, Inc.

Exhibit 21 Subsidiaries of XpresSpa Group, Inc. Name of Subsidiary Jurisdiction of Incorporation GCG Connect, LLC d/b/a HyperPointe New Jersey I/P Engine, Inc. Virginia Innovate/Protect, Inc. Delaware Iron Gate Security, Inc. Delaware Quantum Stream Inc. Delaware Spa Products Import & Distribution Co., LLC New York Vringo Acquisition, Inc. Delaware Vringo GmbH Germany Vringo Infrastructure, Inc. D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 17, 2023 XWELL, Inc. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): April 17, 2023 XWELL, Inc.

XWELL, Inc. Reports Fiscal Year 2022 Results

Exhibit 99.1 XWELL, Inc. Reports Fiscal Year 2022 Results NEW YORK, April 17, 2023 - XWELL, Inc. (Nasdaq: XWEL), an authority in health and wellness solutions for people on the go, today reported results for the year ended December 31, 2022. Business Highlights: We’re continuing to evolve our organization and, reflecting the Company’s commitment to better serve clients, optimize efficiencies, and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2022 OR ☐ 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 001-347

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

XWELL Announces Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K And Provides Preliminary FY2022 Operating Update

Exhibit 99.1 XWELL Announces Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K And Provides Preliminary FY2022 Operating Update NEW YORK, NY (March 30, 2023) — XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority in health and wellness solutions for people on the go, today announced plans to file a Form 12b-25 with the U.S. Securities and Exchange Commission regarding

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): March 30, 2023 XWELL, Inc.

XSPA / XpresSpa Group Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: XWELL Inc. Title of Class of Securities: Common Stock CUSIP Number: 98420U703 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c

XWELL CHIEF EXECUTIVE OFFICER ISSUES LETTER TO SHAREHOLDERS REGARDING THE COMPANY’S OPERATING STRATEGY

Exhibit 99.1 XWELL CHIEF EXECUTIVE OFFICER ISSUES LETTER TO SHAREHOLDERS REGARDING THE COMPANY’S OPERATING STRATEGY NEW YORK, NY (December 12, 2022) — XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), the authority in health and wellness solutions for people on the go, issued the following Letter to Shareholders from Scott Milford, XWELL’s Chief Executive Officer. December 12, 2022 Dear Fello

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): December 12, 2022 XWELL, Inc.

Executive Employment Agreement dated January 9, 2022, between the Company and Ezra T. Ernst (incorporated by reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022)

Exhibit 10.2 EXECUTION VERSION EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, at New York, New York, as of the 9th day of January, 2022, and is by and between Ezra T. Ernst, an individual residing at the address listed in the Company’s files (“Executive”), and XpresSpa Group, Inc., a Delaware corporation with principal offices locate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐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: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): November 10, 2022 XWELL, Inc.

XWELL, Inc. Reports Third Quarter 2022 Results Strengthening Direction as Leading Authority in Wellness for ‘People on the Go’ Rebranded as XWELL to Reflect Wellness Evolution Early Successes Evolving Retail Segment Refreshing Core Spa Business Conti

Exhibit 99.1 XWELL, Inc. Reports Third Quarter 2022 Results Strengthening Direction as Leading Authority in Wellness for ?People on the Go? Rebranded as XWELL to Reflect Wellness Evolution Early Successes Evolving Retail Segment Refreshing Core Spa Business Continued Success Expanding CDC Collaboration Laying Foundation for Profitability NEW YORK, November 10, 2022 - XWELL, Inc. (Nasdaq: XWEL), a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 28, 2022 XWELL, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 28, 2022 XWELL, Inc.

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) XWELL, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par valu

XWELL, Inc. (formerly known as XpresSpa Group, Inc.) 2020 Equity Incentive Plan, as amended October 4, 2022 (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 filed with the SEC on October 25, 2022).

Exhibit 10.1 XWELL, INC. 2020 Equity Incentive Plan (as amended October 4, 2022) 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the XWELL, Inc. 2020 Equity Incentive Plan. The purposes of the Plan are to (a) enable XWELL, Inc., a Delaware corporation, and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company

Certificate of Elimination of Series A Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock, as filed with Secretary of State of Delaware, effective on October 24, 2022 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 24, 2022).

Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK, SERIES D CONVERTIBLE PREFERRED STOCK, SERIES E CONVERTIBLE PREFERRED STOCK AND SERIES F CONVERTIBLE PREFERRED STOCK OF XPRESSPA GROUP, INC. Pursuant to the provisions of Section 151 (g) of the General Corporation Law of the State of Delaware (the ?DGCL?), it is hereby certified that: 1.???????????? The name o

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 24, 2022 XWELL, Inc.

Fourth Amended and Restated Bylaws of the Company, effective as of October 25, 2022 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on October 24, 2022).

Exhibit 3.3 XWELL, INC. SECOND AMENDED AND RESTATED BYLAWS As Amended and Restated effective October 25, 2022 Table Of Contents Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Cons

Amended and Restated Certificate of Incorporation of XWELL, Inc., effective on October 25, 2022 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on October 24, 2022.

Exhibit 3.2 XPRESSPA GROUP, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FIRST: The name of the Corporation is XpresSpa Group, Inc. The Corporation?s original Certificate of Incorporation was filed with the Delaware Secretary of State on January 9, 2006, under the name of Vringo, Inc. The name of the Corporation was changed to FORM Holdings Corp. by filing a Certificate of Amendment to t

XpresSpa Group Announces New Corporate Identity Rebrand reflects Company’s wellness evolution; International expansion; Partnership to drive acquisition strategy; and Ongoing efforts to drive growth

Exhibit 99.1 XpresSpa Group Announces New Corporate Identity Rebrand reflects Company?s wellness evolution; International expansion; Partnership to drive acquisition strategy; and Ongoing efforts to drive growth NEW YORK, NY (October 24, 2022) ? XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), formerly XpresSpa Group, Inc. (Nasdaq: XSPA), today announced a corporate rebranding of the Company

Letter from Friedman LLP to the Securities and Exchange Commission, dated October 7, 2022

Exhibit 16.1 October 7, 2022 Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, D.C. 20549 Re: XpresSpa Group, Inc. Commission File Number 001-34785 Dear Sir or Madam: We have read Item 4.01 of XpresSpa Group Inc.?s Form 8-K dated October 4, 2022, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): October 4, 2022 XpresSpa Group, Inc.

XpresSpa Group, Inc. 2020 Equity Incentive Plan, as amended October 4, 2022

Exhibit 10.1 XPRESSPA GROUP, INC. 2020 Equity Incentive Plan (as amended October 4, 2022) 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the XpresSpa Group, Inc. 2020 Equity Incentive Plan. The purposes of the Plan are to (a) enable XpresSpa Group, Inc., a Delaware corporation, and any Affiliate to attract and retain the types of Employees, Consultants and Directors who wil

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): September 12, 2022 (June 8, 2022) XpresSpa Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 tm2223452-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

XpresSpa Group Reports Second Quarter 2022 Results XpresCheck, through its Partnership with Ginkgo Bioworks, Awarded New CDC Biosurveillance Contract Valued Up To $61 Million Leading Health and Wellness Provider for ‘People on the Go’ Demonstrated Su

Exhibit 99.1 XpresSpa Group Reports Second Quarter 2022 Results XpresCheck, through its Partnership with Ginkgo Bioworks, Awarded New CDC Biosurveillance Contract Valued Up To $61 Million Leading Health and Wellness Provider for ?People on the Go? Demonstrated Success Executing Against Strategic Imperatives Creating A Strong Retail Engine including Deploying Expanded Product Offering, New Wellness

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): August 15, 2022 XpresSpa Group, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): June 8, 2022 XpresSpa Group, Inc.

XpresSpa Group Announces the Separation of Service of Chief Financial Officer James Berry Omar Haynes Named Interim Chief Financial Officer

Exhibit 99.1 XpresSpa Group Announces the Separation of Service of Chief Financial Officer James Berry Omar Haynes Named Interim Chief Financial Officer NEW YORK, June 14, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced the separation of service with the Company of James A. Berry, effective June 13, 2022. The Company has named Omar A. Haynes as Int

XPRESSPA GROUP, INC. COMMON STOCK, $0.01 PAR VALUE 4,696,134 SHARES

424B3 1 tm2216678d1424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-264026 PROSPECTUS XPRESSPA GROUP, INC. COMMON STOCK, $0.01 PAR VALUE 4,696,134 SHARES This prospectus relates to the resale, from time to time, of up to 4,696,134 shares of our common stock, par value $0.01 per share (“Common Stock”), by the selling stockholders named herein. On January 9, 2022, we entered int

XpresSpa Group, Inc. Announces 10 Million Share Increase in Stock Repurchase Program

Exhibit 99.1 XpresSpa Group, Inc. Announces 10 Million Share Increase in Stock Repurchase Program NEW YORK, May 20, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced that its Board of Directors has authorized a 10 million share increase to its existing stock repurchase program and to extend it through September 15, 2023. The original stock repurchase

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 20, 2022 XpresSpa Group, Inc.

May 17, 2022

CORRESP 1 filename1.htm May 17, 2022 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Jennifer Lopez Molina Re: XpresSpa Group, Inc. Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 Filed May 17, 2022 (Commission File No. 333-264026) Dear Sir or Madam: In accordance with Rule 461 under the Securities Act of 1933, as

As filed with the Securities and Exchange Commission on May 17, 2022

As filed with the Securities and Exchange Commission on May 17, 2022 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934 Date of report (Date of earliest event reported): May 16, 2022 XpresSpa Group, Inc.

XpresSpa Group Reports First Quarter 2022 Results Articulates Four Strategic Imperatives to Accelerate Company Evolution as a Leading Health and Wellness Provider for ‘People on the Go’ Quarterly Revenue of $24.0 Million and Adjusted EBITDA of $0.4 M

Exhibit 99.1 XpresSpa Group Reports First Quarter 2022 Results Articulates Four Strategic Imperatives to Accelerate Company Evolution as a Leading Health and Wellness Provider for ?People on the Go? Quarterly Revenue of $24.0 Million and Adjusted EBITDA of $0.4 Million Cash Balance of $83.0 Million and No Long-Term Debt Repurchased $11.1 Million of Shares During the First Quarter 2022, Intends to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐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: 001-34

May 12, 2022

May 12, 2022 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Jennifer Lopez Molina Re: XpresSpa Group, Inc. Pre-effective Amendment No. 1 to Registration Statement on Form S-3 Filed May 11, 2022 (Commission File No. 333-264026) Dear Sir or Madam: Reference is made to our letter, filed as correspondence via EDGAR on May 11, 2022, in w

XpresSpa Group, Inc. 254 West 31st Street, 11th Floor New York, New York 10001

XpresSpa Group, Inc. 254 West 31st Street, 11th Floor New York, New York 10001 May 12, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XpresSpa Group, Inc. ? Form AW Request for Withdrawal of Amendment No. 1 to Registration Statement on Form S-3 File No. 333-239913 Ladies and Gentlemen: Pursuant to Rule 477 promulgated