10-K/A: XWELL, Inc. Files Amendment No. 1 to Form 10-K/A for Fiscal Year Ended December 31, 2024
Form 10-K/A Amendment
XWELL, Inc. amends its original Form 10-K filing to include Part III information and updated certifications due to the absence of a definitive proxy statement.
Summary
- XWELL, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024.
- The amendment includes information required by Part III of the original filing, which was omitted because the company did not file a definitive proxy statement within 120 days after the end of its 2024 fiscal year.
- The amendment also includes new certifications by the principal executive officer and principal financial and accounting officer under Section 302 of the Sarbanes-Oxley Act of 2002.
- The original filing was submitted on April 15, 2025.
- The company's common stock is traded on the Nasdaq Stock Market LLC under the ticker symbol XWEL.
- As of April 25, 2025, there were 5,261,024 shares of the company's common stock outstanding.
- The aggregate market value of the registrant’s voting common stock held by non-affiliates as of June 30, 2024 was $7,535,583.
- The company's auditor is Marcum LLP, located in New York, NY.
Sentiment
Score: 6
Explanation: The document is a routine regulatory filing, so the sentiment is neutral. It includes necessary information about corporate governance and executive compensation, but does not contain any particularly positive or negative news.
Positives
- The company has a majority of independent directors on its board.
- The company has established key committees to oversee important aspects of its business, including audit, compensation, and corporate governance.
- The company has a Code of Conduct and Ethics in place.
- The company has an insider trading policy to promote compliance with insider trading laws.
Negatives
- The company did not file a definitive proxy statement within 120 days after the end of its 2024 fiscal year, necessitating the amendment.
- Gaelle Wizenberg reported late on form 4 the purchase of 100 shares of Common Stock on April 26, 2024, and on May 7, 2024, Ms. Wizenberg purchased 199 shares of Common Stock.
Risks
- The document contains forward-looking statements that are subject to risks and uncertainties.
- The company's future performance may differ materially from expectations due to various factors.
- The company's risk factors are detailed in Item 1A of the original filing and in quarterly and current reports.
Future Outlook
The document does not contain specific forward-looking guidance, but it refers to the cautionary note regarding forward-looking statements in the original filing and subsequent reports.
Industry Context
The document does not provide specific industry context beyond the company's operations.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Scott R. Milford | Ezra T. Ernst | September 4, 2024 | Milford stepped down as President and Chief Executive Officer |
| Chief Financial Officer | Suzanne A. Scrabis | Thomas Ian Brown | January 8, 2025 | Scrabis resigned as Chief Financial Officer |
| Board Member | Donald E. Stout | Galle Wizenberg | January 1, 2024 | Stout ceased to be a member of the Board of Directors and all committees thereto, including the Audit Committee. As of January 30, 2024, Galle Wizenberg was elected to be a member of the Audit Committee. |
Key Dates
| Date | Description |
|---|---|
| February 5, 2018 | Bruce T. Bernstein appointed as the non-executive Chairman of the Board of Directors. |
| May 4, 2020 | Friedman LLP approved as independent registered public accounting firm. |
| April 26, 2024 | Gaelle Wizenberg purchased 100 shares of Common Stock. |
| May 7, 2024 | Gaelle Wizenberg purchased 199 shares of Common Stock. |
| June 30, 2024 | Aggregate market value of non-affiliate voting common stock was $7,535,583. |
| September 4, 2024 | Ezra T. Ernst appointed as President and Chief Executive Officer. |
| December 31, 2024 | End of fiscal year 2024. |
| January 1, 2024 | Donald E. Stout ceased to be a member of the Board of Directors and all committees. |
| January 2, 2025 | Suzanne A. Scrabis entered into a Resignation, Separation Agreement and Release. |
| January 8, 2025 | Suzanne A. Scrabis's resignation as Chief Financial Officer became effective. |
| April 15, 2025 | Original Form 10-K filing date. |
| April 25, 2025 | 5,261,024 shares of common stock outstanding. |
| April 28, 2025 | Amendment No. 1 to Form 10-K/A signed. |
Keywords
corporate governance, executive compensation, directors, financial statements, XWELL, 10-K/A
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