XWELL, Inc. Announces Board Changes and Officer Compensation

TL;DR

XWELL board shakeup: McShane out, Siegel & Black in, new exec pay deals.

AI Summary

XWELL, Inc. announced on September 4, 2024, the departure of Director Michael J. McShane. The company also elected new directors, including David M. Siegel and Andrew J. Black, to its Board. Additionally, the company entered into new compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes and new compensation plans can introduce uncertainty regarding future strategic direction and financial commitments.

Key Players & Entities

• XWELL, Inc. (company) — Registrant
• Michael J. McShane (person) — Departing Director
• David M. Siegel (person) — Newly Elected Director
• Andrew J. Black (person) — Newly Elected Director
• September 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share XWEL The Nasdaq Stock Mar
• $31,250 — ertain transition services at a rate of $31,250 per month, less applicable taxes and wi
• $425,000 — ny has agreed to (i) pay to Mr. Milford $425,000 in severance payments, less applicable
• $1.86 — of Common Stock at an exercise price of $1.86 per share, with (i) 25% of the shares t

Filing Documents

• tm2423402d1_8k.htm (8-K) — 39KB
• tm2423402d1_ex10-1.htm (EX-10.1) — 148KB
• tm2423402d1_ex10-2.htm (EX-10.2) — 84KB
• tm2423402d1_ex99-1.htm (EX-99.1) — 12KB
• tm2423402d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-097147.txt ( ) — 527KB
• xspa-20240904.xsd (EX-101.SCH) — 3KB
• xspa-20240904_lab.xml (EX-101.LAB) — 33KB
• xspa-20240904_pre.xml (EX-101.PRE) — 22KB
• tm2423402d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Transition and Severance Agreement with Scott R. Milford On September 4, 2024, the Board of Directors (the " Board ") of XWELL, Inc. (the " Company ") approved a Transition and Severance Agreement (the " Milford Transition Agreement "), by and between the Company and Scott R. Milford, and effective as of the same date (the "Effective Date "). As of the Effective Date, Scott R. Milford's employment as the Company's President and Chief Executive Officer ceased; provided, however, that Mr. Milford shall continue to be employed by the Company as a consultant pursuant to the terms and conditions of the Milford Transition Agreement. In connection with the Milford Transition Agreement and Mr. Milford's resignation as the Company's President and Chief Executive Officer, Mr. Milford has also resigned from the Board, as well as the Board of Directors of XpresTest, Inc., Treat, Inc. and GCG Connect LLC, effective as of September 21, 2024. The Milford Transition Agreement shall terminate effective December 31, 2024, or earlier if terminated by the Company and pursuant to the terms and conditions therein (such period, the " Transition Period "). Additionally, pursuant to the terms of the Milford Transition Agreement, that certain Executive Employment Agreement, effective as of January 19, 2022, by and between Mr. Milford and the Company, terminated on September 4, 2024. Pursuant to the terms of the Milford Transition Agreement, during the Transition Period, Mr. Milford shall report to the President and Chief Executive Officer of the Company and will perform certain transition services at a rate of $31,250 per month, less applicable taxes and withholdings. Additionally, the Company has agreed to (i) pay to Mr. Milford $425,000 in severance payments, less applicable taxes and withholdings and (ii) reimburse the portion of Consolidated Omnibus Budget Reconciliation

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 5, 2024, the Company issued a press release announcing the change in the Company's management, attached hereto as Exhibit 99.1. The Company undertakes no obligation to update, supplement or amend the materials attached hereto. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Forward-Looking Statements

Forward-Looking Statements The press release includes forward-looking statements, which may be identified by words such as "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein. The forward-looking statements in the press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, the risks and uncertainties and other factors discussed from time to time in the Company's filings with the SEC, including the Company's Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements, registration update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Executive Employment Agreement by and between XWELL, Inc. and Ezra T. Ernst, effective as of September 4, 2024 10.2 Transition and Severance Agreement, by and between XWELL, Inc. and Scott R. Milford, effective as of September 4, 2024 99.1 Press Release, dated September 5, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XWELL, Inc. Date: September 5, 2024 By: /s/ Ezra T. Ernst Name: Ezra T. Ernst Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR