XWELL, Inc. Board Changes and Officer Compensation Disclosed

TL;DR

XWELL board shakeup: DeMarco out, Masi in. Officer pay details also released.

AI Summary

XWELL, Inc. announced on January 2, 2025, a change in its board of directors, with the resignation of director Michael J. DeMarco and the appointment of new director David M. Masi. The company also disclosed compensatory arrangements for certain officers and provided financial statements and exhibits.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on officer compensation provide insight into management incentives.

Risk Assessment

Risk Level: medium — Board changes and disclosure of executive compensation can sometimes precede or accompany significant strategic shifts or financial events.

Key Players & Entities

• XWELL, Inc. (company) — Registrant
• Michael J. DeMarco (person) — Resigned Director
• David M. Masi (person) — Appointed Director
• January 2, 2025 (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
• $11,538.46 — gular bi-weekly salary in the amount of $11,538.46 for a period of six months, less all ap
• $375,000 — pay Mr. Brown an annual base salary of $375,000 (the " Base Salary "), less applicable
• $75,000 — ve (i) a signing bonus in the amount of $75,000 and (ii) a guaranteed bonus of $75,000

Filing Documents

• tm251904d1_8k.htm (8-K) — 36KB
• tm251904d1_ex10-1.htm (EX-10.1) — 39KB
• tm251904d1_ex10-2.htm (EX-10.2) — 132KB
• tm251904d1_ex99-1.htm (EX-99.1) — 14KB
• image_001.jpg (GRAPHIC) — 20KB
• tm251904d1_ex10-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-25-001576.txt ( ) — 487KB
• xspa-20250102.xsd (EX-101.SCH) — 3KB
• xspa-20250102_lab.xml (EX-101.LAB) — 33KB
• xspa-20250102_pre.xml (EX-101.PRE) — 22KB
• tm251904d1_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 Resignation, Separation Agreement and Release with Suzanne Scrabis On January 2, 2025, XWELL, Inc. (the " Company ") entered into that certain Resignation, Separation Agreement and Release (the " Scrabis Release Agreement "), by and between the Company and Suzanne Scrabis, and effective as January 8, 2025 (the "Scrabis Separation Date "), in connection with Ms. Scrabis's resignation as the Chief Financial Officer of the Company. Pursuant to the terms of the Scrabis Release Agreement, in consideration for performing certain transition services and entering into the Scrabis Release Agreement, Ms. Scrabis will receive within 30 days from the Separation Date, a regular bi-weekly salary in the amount of $11,538.46 for a period of six months, less all applicable deductions and withholdings. The Company has additionally agreed to reimburse the portion of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, premiums paid by Ms. Scrabis for the continuation of health coverage under the Company's group benefit plans, for up to six months and subject to certain exceptions. The Scrabis Release Agreement also provides for certain customary covenants regarding confidentiality and a release of claims. Ms. Scrabis's resignation as the Chief Financial Officer of the Company was not the result of any disagreement regarding any matter relating to the Company's operations, policies, or practices. Executive Employment Agreement with Thomas Ian Brown On January 3, 2025, the Company entered into that certain Executive Employment Agreement (the " Brown Employment Agreement ") with Thomas Ian Brown, effective as of January 6, 2025 (the " Brown Effective Date "). As of the Brown Effective Date, Mr. Brown shall serve as the Company's Chief Financial Officer. Pursuant to the terms of the Brown Employment Agreement, Mr. Brown shall be employed for a period of

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 7, 2025, 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 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 statement and other documents filed by the Company from time to time with the SEC. The Company expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Resignation, Separation Agreement and Release with Suzanne A. Scrabis, effective as of January 8, 2025 10.2 Executive Employment Agreement with Thomas Ian Brown, effective as of January 6, 2025 99.1 Press Release, dated January 7, 2025 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: January 7, 2025 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