Form 8-K

8-K — XWELL, Inc.

Accession: 0001104659-26-090744

Filed: 2026-08-05

Period: 2026-08-03

CIK: 0001410428

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2622217d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622217d1_ex99-1.htm)

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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 3, 2026

XWELL,

Inc.

(Exact Name of Registrant as Specified in Its

Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34785

20-4988129

(Commission File Number)

(IRS Employer Identification No.)

254

West 31st Street, 11th Floor,

New York, New

York

10001

(Address of Principal Executive Offices)

(Zip Code)

(212)

750-9595

(Registrant’s Telephone Number, Including

Area Code)

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common

Stock, par value $0.01 per share

XWEL

The

Nasdaq Stock Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item

5.02

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On August 3, 2026, Ezra T. Ernst, the President,

Chief Executive Officer and director of XWELL, Inc. (the “Company”), notified the Company of his resignation as a director

of the Company’s Board of Directors (the “Board”) and all committees of the Board thereto, effective as of the same

date. Mr. Ernst’s resignation from the Board was not in connection with any disagreement with the Company on any matter relating

to the Company’s operations, policies or practices. Mr. Ernst will continue to serve as President and Chief Executive Officer of

the Company.

Appointment of Director

August 3, 2026, the Board appointed Gerard Reid as a director of the Board, effective

as of the same date, to fill the vacancy resulting from Mr. Ernst’s resignation. Mr. Reid will be entitled to participate in the

Company’s compensation policy for non-employee directors, which consists of an annual fee, payable in cash, of $35,000 per year

for service on the Board.

There are no arrangements or understandings between

Mr. Reid and any other persons pursuant to which he was selected to serve on the Board. In addition, there are no transactions between

the Company and Mr. Reid or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the

Securities Act of 1933, as amended (the “Securities Act”).

Item

7.01

Regulation FD

Disclosure.

On August 5, 2026, the Company issued a press

release announcing the resignation of Mr. Ernst from the Board and the appointment of Mr. Reid to the Board. A copy of the press release

is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 of this Current

Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under

that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to

be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, whether made before or after

the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, dated August

5, 2026 (furnished pursuant to Item 7.01).

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

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.

Date:

August 5, 2026

XWELL, Inc.

By:

/s/

Ezra T. Ernst

Name:

Ezra T. Ernst

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622217d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

XWELL Appoints Global Energy and Capital Markets Leader Gerard Reid

to its Board of Directors

Company Strengthens Board with Globally Recognized Energy Transition

and Capital Markets Expert

New York, NY – August

5, 2026 – XWELL, Inc. (the "Company" or “XWELL”) (NASDAQ: XWEL), today announced the appointment

of Gerard Reid to its Board of Directors, effective immediately. The Company also announced that Ezra Ernst has resigned as a director

from the Board of Directors to focus on his responsibilities as President and Chief Executive Officer. Mr. Ernst will continue to serve

as President and CEO of the Company.

Mr. Reid is internationally recognized as one of the leading advisors

on the future of energy, technology, infrastructure and capital markets. Over the past 25 years, Mr. Reid has advised boards of directors,

executive officers, institutional investors, governments and entrepreneurs on corporate strategy, governance, capital allocation, mergers

and acquisitions, energy transition and industrial transformation.

Mr. Reid is currently a member of the leadership team of the Energy

Transition Forum. He is also the co-founder and co-host of the highly regarded podcast, Redefining Energy, a leading energy-focused

podcasts, featuring global CEOs, policymakers, investors and technology leaders discussing the future of energy and infrastructure.

Throughout his career, Mr. Reid has built an exceptional reputation

across global capital markets. He is the Co-Founder and Partner of Alexa Capital and previously served as the Managing Director and Head

of Cleantech Research at Jefferies International. He has additionally advised utilities, infrastructure funds, private equity firms, institutional

investors and high-growth technology companies on strategic transactions, capital raising, renewable energy, digital infrastructure, climate

technology and long-term investment strategies.

Mr. Reid’s extensive board leadership experience includes serving

as Chairman of Reshape Energy, Febesol and Greencom Networks, where he helped guide corporate strategy, financing initiatives and business

growth within rapidly evolving energy markets.

"We are delighted to welcome Gerard to the Board of Directors,"

said Bruce Bernstein, Chairman of the Board of the Company. "Gerard brings an exceptional combination of global capital markets expertise,

strategic leadership and deep knowledge of the rapidly evolving energy and infrastructure landscape. As XWELL continues to execute its

long-term growth strategy, we believe his experience advising leading companies, institutional investors and policymakers around the world

will provide tremendous value to both our Board and our shareholders."

Commenting on his appointment, Gerard Reid stated:

"I am honored to join the Board of XWELL at such an exciting point

in the Company's evolution. I believe that we are entering a period where the convergence of artificial intelligence, electrification,

digital infrastructure and capital markets is creating significant opportunities for innovative companies. I look forward to working closely

with the Board and management team to help shape the Company's long-term strategy and create sustainable value for shareholders."

The Company also expressed its appreciation to Ezra Ernst for his service

as a member of the Board of Directors.

"On behalf of the Board, I would like to thank Ezra for his contributions

as a director," said Bruce Bernstein, Chairman of the Board. "As President and CEO, I believe that Ezra's full attention will

remain focused on executing the Company's strategic priorities, driving operational performance and delivering long-term shareholder value."

About XWELL, Inc.

XWELL, Inc. (NASDAQ: XWEL) is focused on developing and executing strategic

opportunities across technology, infrastructure and emerging growth markets. The Company is committed to creating long-term value for

shareholders through disciplined capital allocation, strategic partnerships and operational execution.

Forward-Looking Statements

This press release may contain "forward-looking" statements

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended. These include statements preceded by, followed by or that otherwise include

the words "believes," "expects," "anticipates," "estimates," "projects," "intends,"

"should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology.

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Forward-looking

statements relating to expectations about future results or events are based upon information available to XWELL as of the date of this

press release, and are not guarantees of the future performance of the Company, and actual results may vary materially from the results

and expectations discussed. Such statements include, but are not limited to, statements regarding the Company's strategic plans, growth

initiatives, future opportunities and expected benefits arising from the appointment of Mr. Reid to the Board of Directors. Additional

information concerning these and other risks is contained in the Company’s Annual Report on Form 10-K, as amended, Quarterly Reports

on Form 10-Q and Current Reports on Form 8-K, and other Securities and Exchange Commission filings. All subsequent written

and oral forward-looking statements concerning XWELL, or other matters and attributable to XWELL or any person acting on its behalf are

expressly qualified in their entirety by the cautionary statements above. XWELL does not undertake any obligation to publicly update any

of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

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