0001558370-23-014907 | 10-Q | XBRL Viewer

Business, Basis of Presentation and Liquidity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) segment location $ / shares	Dec. 31, 2022 USD ($) location $ / shares	Aug. 11, 2023 USD ($)	Oct. 24, 2022 $ / shares	Aug. 31, 2022 USD ($)	Jan. 31, 2022 USD ($)
Common stock, par value \| $ / shares	$ 0.01	$ 0.01		$ 0.01
Number of operating segments \| segment	4
Contract revenue	$ 291
Cash and cash equivalents	6,378	$ 19,038
Marketable securities	25,526	23,153
Total current assets	36,128	47,332
Total current liabilities	9,266	10,956
Working capital	$ 26,862	$ 36,376
XpresSpa \| United States
Number of operating locations \| location	25
XpresSpa \| Non-US
Number of airport locations \| location	10
XpresTest
Contract revenue			$ 6,000		$ 7,331
Treat
Number of operating locations \| location	2
Austin-Bergstrom International Airport \| XpresSpa
Number of franchise locations sold \| location		1
Dubai International Airport \| Non-US
Number of operating locations \| location	2
Schiphol Amsterdam Airport \| Non-US
Number of operating locations \| location	3
Istanbul Airport \| Non-US
Number of operating locations \| location	5
Centers for Disease Control and Prevention \| XpresTest
Unrecognized revenue						$ 5,534

Accrued expenses and other current liabilities

6 Months Ended

Jun. 30, 2023

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities

Note 8. Accrued expenses and other current liabilities

As of June 30, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following:



	June 30, 2023		December 31, 2022
Litigation accrual	$	449	$	963
Accrued compensation		1,749		2,008
Tax-related liabilities		552		573
Common area maintenance accruals		90		160
Accounts payable accruals		779		754
Gift certificates		495		496
Credit card processing fees		35		33
Other miscellaneous accruals		448		732
Total accrued expenses and other current liabilities	$	4,597	$	5,719

Business, Basis of Presentation and Liquidity

6 Months Ended

Jun. 30, 2023

Business, Basis of Presentation and Liquidity

Business, Basis of Presentation and Liquidity

Note 1. Business, Basis of Presentation and Liquidity

Overview

On October 25, 2022, the Company changed its name to XWELL, Inc. (“XWELL” or the “Company”) from XpresSpa Group, Inc. The Company’s common stock, par value $0.01 per share, which had previously been listed under the trading symbol “XSPA” on the Nasdaq Capital Market, now trades under the trading symbol “XWEL” since the opening of the trading market on October 25, 2022. The Company filed an amended and restated certificate of incorporation with the Delaware Secretary of State on October 24, 2022 (the “Amended and Restated Certificate”) reflecting the name change. Rebranding to XWELL aligned the Company’s corporate strategy to build a pure-play health and wellness services company, in both the airport and off airport marketplaces.

XWELL is a global travel health and wellness services holding company. XWELL currently has four reportable operating segments: XpresSpa^®, XpresTest^®, Treat^™, and HyperPointe which was acquired in January 2022.

XpresSpa

XWELL’s subsidiary, XpresSpa Holdings, LLC (“XpresSpa”) has been a global airport retailer of spa services through its XpresSpa spa locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products.

As of June 30, 2023, there were 25 operating XpresSpa domestic locations. During 2022, the Company sold one location in Austin-Bergstrom International Airport to its franchisee which now operates both locations at this airport. As the Company continues to monitor fluctuating airport volumes, the Company will also continue to review operating hours to optimize revenue opportunity.

The Company also had 10 international locations operating as of June 30, 2023, including two XpresSpa locations in Dubai International Airport in the United Arab Emirates, three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands and five XpresSpa locations in Istanbul Airport in Turkey.

XpresTest

The Company, in partnership with certain COVID-19 testing partners, successfully launched its XpresCheck Wellness Centers through its XpresTest, Inc. subsidiary (“XpresTest”), offering testing services, also in airports. During 2022, as countries continued to relax their testing requirements resulting in rapid decline of testing volumes at the Company’s XpresCheck locations, the Company closed all but one XpresCheck Wellness Center. As of June 30, 2023, we have closed all XpresCheck locations.

XpresTest began conducting biosurveillance monitoring with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo in 2021 and on January 31, 2022, the Company announced the extension of the initial program, bringing the total contract to $5,534. As of August 2022, the program was renewed in partnership with Ginkgo BioWorks for a new two-year contract term which represents approximately $7,331 in revenue (for the first year) for the XpresTest segment. On August 11, 2023, the revenue for the second year was determined to be approximately $6,000.

Treat

The Treat segment, which is operating through XWELL’s subsidiary Treat, Inc. (“Treat”) is a travel health and wellness brand that provides access to health and wellness services for travelers at on-site centers (currently located in JFK International Airport and in Salt Lake City International Airport).

In 2022, the Company’s Treat brand opened new locations in Phoenix Sky Harbor International Airport (pre-security) and Salt Lake City International Airport. With respect to these locations in Phoenix and Salt Lake City, agreements had already been executed with the airports and the decision was made to convert these locations to Treat.

By the third quarter of 2022, it became clear that the Treat business required a change in strategy and as a result, the Company began to retool the offerings within the Treat locations by providing additional retail as part of our retail strategy expansion as well as lay the foundation to bring more spa-like services into the Treat location in an attempt to unify our core offering.

By the fourth quarter of 2022, the decision was made to close the pre-security Treat location at Phoenix Sky Harbor Airport. As of June 30, 2023, the Treat brand operates at two locations (JFK International Airport and Salt Lake City International Airport). These remaining Treat locations offer a full retail product offering and a suite of wellness and spa services.

HyperPointe

The Company’s HyperPointe segment, which the Company acquired in January 2022, provides a broad range of service and support options for our customers, including technical support services and advanced services.

Basis of Presentation and Principles of Consolidation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited annual financial statements but does not include all information required by GAAP for annual financial statements. The financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest as well as variable interest entities in which we are the primary beneficiaries. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation.

Liquidity and Financial Condition

As of June 30, 2023, the Company had cash and cash equivalents, excluding restricted cash, of $6,378, $25,526 in marketable securities, and total current assets of $36,128. The Company’s total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, and operating lease liabilities was approximately $9,266 as of June 30, 2023 and $10,956 as of December 31, 2022. The working capital surplus was $26,862 as of June 30, 2023, compared to a working capital surplus of $36,376 as of December 31, 2022.

The Company has significantly reduced operating and overhead expenses since the second half of 2022, while it continues to focus on returning to overall profitability.

The Company has taken actions to improve its overall cash position and access to liquidity through equity offerings and debt retirements, by exploring valuable strategic partnerships, right sizing its corporate structure and streamlining its operations.

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating cash flows from operating leases	$ (1,839)	$ (2,031)
Leased assets obtained in exchange for new and modified operating lease liabilities		$ 3,273

Significant Accounting and Reporting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Sep. 30, 2022	Jan. 31, 2022
Total revenue	$ 8,175	$ 13,597	$ 15,238	$ 37,645
Foreign exchange losses	(1,141)	(3)	(1,056)	(5)
Foreign Currency Gain (Loss) [Member]
Foreign exchange losses	1,001	$ 0	1,103	$ 0
XpresTest \| Centers for Disease Control and Prevention
Unrecognized revenue							$ 5,534
XpresTest \| CDC Program Options and Public Health Services
Total revenue	1,688		3,358
Unrecognized revenue						$ 16,000
XpresTest \| Traveler Enrollment Initiatives \| CDC Program Options and Public Health Services
Contract with customer, liability, current	570		570			570
XpresTest \| Passenger and Aircraft Wastewater Sample Collection \| CDC Program Options and Public Health Services
Contract with customer, liability, current						6,761
HyperPointe segment \| HyperPointe
Revenue recognized					$ 210
Contract with customer, liability, current	226		226		322
Minimum \| XpresTest \| CDC Program Options and Public Health Services
Unrecognized revenue						$ 61,000
Accounts Receivable \| HyperPointe segment
Unbilled receivables	$ 291		$ 291		$ 0

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,498	$ 6,352
Accumulated Amortization	(2,788)	(2,344)
Net Carrying Amount	3,710	4,008
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	302	302
Accumulated Amortization	(37)	(24)
Net Carrying Amount	265	278
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,510	1,510
Accumulated Amortization	(661)	(542)
Net Carrying Amount	849	968
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,646	4,485
Accumulated Amortization	(2,073)	(1,761)
Net Carrying Amount	2,573	2,724
Licenses
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	40	55
Accumulated Amortization	(17)	(17)
Net Carrying Amount	$ 23	$ 38

Other Assets

6 Months Ended

Jun. 30, 2023

Other Assets

Other Assets

Note 10. Other Assets

As of June 30, 2023 and December 31, 2022, assets consisted of the following:


	June 30, 2023		December 31, 2022
Equity investments	$	71	$	104
Lease deposits		1,549		1,973
Other		95		292
Other assets	$	1,715	$	2,369

Potentially Dilutive Securities (Tables)

6 Months Ended

Jun. 30, 2023

Potentially Dilutive Securities

Schedule of computation of basic and diluted net loss per common stock


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Basic numerator:
Net loss attributable to XWELL, Inc.	$	(5,730)	$	(7,918)	$	(11,239)	$	(12,201)
Net loss attributable to common shareholders	$	(5,730)	$	(7,918)	$	(11,239)	$	(12,201)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		83,410,562		95,352,025		83,378,408		98,458,153
Basic and diluted loss per share	$	(0.07)	$	(0.08)	$	(0.13)	$	(0.12)

Net loss per share data presented above excludes from the calculation of diluted net loss, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Both vested and unvested options to purchase an equal number of shares of Common Stock		7,641,697		4,756,973		7,641,697		4,756,973
Unvested RSUs to issue an equal number of shares of Common Stock		332,638		78,125		332,638		78,125
Warrants to purchase an equal number of shares of Common Stock		4,000		29,460,560		4,000		29,460,560
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		7,978,335		34,295,658		7,978,335		34,295,658

Other current assets

6 Months Ended

Jun. 30, 2023

Other current assets

Other current assets

Note 5. Other current assets

As of June 30, 2023 and December 31, 2022, other current assets consisted of the following:


	June 30, 2023		December 31, 2022
Prepaid expenses	$	1,075	$	1,074
Contract assets		291		—
Other		79		48
Total other current assets	$	1,445	$	1,122

Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Stock Options	6 Months Ended
	Jun. 30, 2023 $ / shares
Stockholders Equity [Line Items]
Expected volatility Minimum:	119.41%
Expected volatility Maximum:	121.04%
Expected dividend yield:	0.00%
Annual average risk-free rate Minimum:	3.65%
Annual average risk-free rate Maximum:	3.96%
Minimum
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 0.36
Exercise price:	$ 0.36
Expected term:	6 years 3 months 25 days
Maximum
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 0.41
Exercise price:	$ 0.41
Expected term:	6 years 4 months 28 days

Other Assets - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Equity investments	$ 71	$ 104
Lease deposits	1,549	1,973
Other	95	292
Other assets	$ 1,715	$ 2,369

Cash, Cash Equivalents, and Restricted Cash

6 Months Ended

Jun. 30, 2023

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 4. Cash, Cash Equivalents, and Restricted Cash

A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows as of June 30, 2023 and December 31, 2022 is as follows:


	June 30, 2023		December 31, 2022
Cash denominated in United States dollars	$	3,550	$	16,344
Cash denominated in currency other than United States dollars		2,686		2,562
Restricted cash		751		751
Credit and debit card receivables		142		132
Total cash, cash equivalents and restricted cash	$	7,129	$	19,789

The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of June 30, 2023 and December 31, 2022, deposits in excess of FDIC limits were $3,552 and $16,069, respectively. As of June 30, 2023 and December 31, 2022, the Company held cash balances in overseas accounts, totaling $2,686 and $2,562 respectively, which are not insured by the FDIC. If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company.

Commitments and Contingencies (Details)		6 Months Ended
Commitments and Contingencies (Details)	May 26, 2020 USD ($) employee	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 20, 2022 USD ($)
Kyle Collins
Loss Contingencies [Line Items]
Penalties per employee per pay period	$ 0.1
Number of current and former employees \| employee	240
Kyle Collins \| Settled litigation
Loss Contingencies [Line Items]
Settlement amount				$ 517,000
Additional payroll tax				$ 4,000
OTG Management PHL B
Loss Contingencies [Line Items]
Lease term		12 years
Accrued expenses and other
Loss Contingencies [Line Items]
Estimated litigation liability, current		$ 449,000	$ 963,000
Maximum \| OTG Management PHL B
Loss Contingencies [Line Items]
Loss contingency damages sought		2,250,000
Minimum \| OTG Management PHL B
Loss Contingencies [Line Items]
Loss contingency damages sought		$ 864,000

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity

Schedule of information about all warrant activity


		Weighted average		Exercise
	No. of Warrants	exercise price		price range
December 31, 2022	1,172,088	$	2.00	$	1.7 - 2.125
Granted	—		—
Exercised	—		—
Expired	(1,168,088)		2.01	$	1.7 - 2.125
June 30, 2023	4,000	$	2.125	$	2.125

Schedule of fair value of stock options estimated


Share price of the Company’s Common Stock on the grant date:	$	0.36 - 0.41
Exercise price:	$	0.36 - 0.41
Expected volatility:		119.41-121.04	%
Expected dividend yield:		0	%
Annual average risk-free rate:		3.65 - 3.96	%
Expected term:		6.32 - 6.41	years

Stock options and restricted stock units activity


	RSUs			XpresTest RSAs			Stock options
		Weighted			Weighted			Weighted
		average			average			average		Exercise
	No. of	grant date		No. of	grant date		No. of	exercise		price
	RSUs	fair value		RSAs	fair value		options	price		range
Outstanding as of December 31, 2022	281,250	$	0.65	5.00	$	47,570	4,830,029	$	2.00	$	0.65 - 2,460
Granted	238,888		0.32	—		—	2,886,388		0.40		0.36 - 0.41
Exercised/Vested	(187,500)		0.65	—		—	—		—
Forfeited	—		—	—		—	(49,919)		1.32		0.40 - 1.61
Expired	—		—	—		—	(24,801)		11.75		1.53 - 1,908
Outstanding as of June 30, 2023	332,638	$	0.41	5.00	$	47,570	7,641,697	$	1.37	$	0.36 - 2,460
Exercisable as of June 30, 2023							3,962,957	$	1.66	$	0.40- 2,460

Significant Accounting and Reporting Policies

6 Months Ended

Jun. 30, 2023

Significant Accounting and Reporting Policies

Significant Accounting and Reporting Policies

Note 2. Significant Accounting and Reporting Policies

(a) Revenue Recognition Policy

XpresSpa

The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped.

The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability and recognizes revenue on a straight-line basis over the life of the collaboration agreement.

XpresTest

During the third quarter of 2022, XpresTest, in partnership with Ginkgo Bioworks in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program were awarded a new contract. The partnership is expected to support public health and biosecurity services totaling approximately $16,000, with an overall potential to exceed $61,000 based on CDC program options and public health priorities. As COVID-19 sub-variants and other biological threats continue to emerge, the partners plan to expand the program footprint and incorporate innovative modalities and offerings, such as monitoring of wastewater from aircraft lavatories. The current contract with Ginkgo Bioworks related to the above partnership contains fixed pricing for which we are entitled to $6,761 for the sample collection (passenger and aircraft wastewater) and $570 for the traveler enrollment initiatives, which represents the amount of consideration that we are entitled. The Company recognizes revenue over time for both sample collection performance obligations, using the input method based on time elapsed to measure progress towards satisfying each of the performance obligations. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). We will recognize revenue over time for the traveler enrollment initiative performance obligation based on the amount for which we have the right to invoice. The Company recorded $1,688 and $3,358 in revenue during the three and six months ended June 30, 2023 related to sample collection performance obligations because the Company’s efforts towards satisfying each of the performance obligations are expended evenly throughout the period of performance. During the three months ended June 30, 2023, the Company also recorded $570 for the traveler enrollment initiatives.

Treat

The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. The Company determined that these PLLCs are variable interest entities due to its equity holder having insufficient capital at risk, and the Company having a variable interest in the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs.

HyperPointe

Our HyperPointe segment which we acquired in January 2022, provides broad range of service and support options for our customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $226 and $322 as of June 30, 2023 and December 31, 2022, respectively. The Company recognized $210 from the deferred revenue balance as of December 31, 2022. HyperPointe had unbilled receivables of $291 and $0 as of June 30, 2023 and December 31, 2022, respectively, included in other current assets.

The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets until remitted to state agencies.

(b) Translation into United States dollars

The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are deemed non-operating income in the consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2023, the Company recognized $1,001 and $1,103, respectively, in foreign exchange losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies. During the three and six months ended June 30, 2022, the Company did not incur any foreign exchange gains or losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies.

Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated primarily at period end exchange rates and revenues and expenses have been translated at average monthly rates for the three and six months ended June 2023 and 2022. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated statements of changes in stockholders’ equity.

The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts.

While the Company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates.

(d) Goodwill

The Company accounts for goodwill under FASB ASC 350-30, Intangibles-Goodwill and Other. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss.

(e) Reclassification

Certain balances in the condensed consolidated financial statements for the three and six months ended June 30, 2022 have been reclassified to conform to the presentation in the condensed consolidated financial statements for the three and six months ended June 30, 2023, primarily the separate classification and presentation of accounts payable, gross profits, advertising and promotion expense, IT/Hosting services, and realized and unrealized foreign exchange loss. The above separation affected accounts payable, accrued expenses and other, general and administrative expenses, and other non-operating expense, net in the comparative 2022 financial statements. Such reclassifications did not have a material impact on the unaudited condensed consolidated financial statements.

Recently adopted accounting pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13's main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. On implementation in 2023, the ASU did not have material impact on the Company’s financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC Topic 606, Revenues from Contracts with Customers, which the Company generally expects will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree. For the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company implemented the ASU 2021-08 in 2023. Although, the materiality of the application of ASU 2021-08 depends on the recognition and measurement of acquired assets and liabilities associated with future acquisitions, as the Company did not have any acquisition during the three and six months ended June 2023, the adoption of ASU 2021-08 did not have material impact on the Company’s financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (11,508)	$ (10,689)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,180	2,765
Unrealized loss on foreign currency remeasurements	1,103
Loss (gain) on disposal of assets	18	(52)
Unrealized gain on marketable securities	(309)
Amortization of operating lease right of use asset	806	828
Issuance of shares of Common Stock for services		15
Stock-based compensation	1,238	2,863
Loss on equity investment	33	430
Changes in assets and liabilities:
Decrease in inventory	316	684
Decrease in accounts receivable	924	186
Decrease (increase) in other assets, current and non-current	65	(295)
Decrease in deferred revenue	(77)	(1,027)
Decrease in other liabilities, current and non-current	(2,592)	(2,803)
Increase (decrease) in accounts payable	185	(1,520)
Net cash used in operating activities	(8,618)	(8,615)
Cash flows from investing activities
Acquisition of property and equipment	(1,235)	(4,062)
Investment in marketable securities	(2,064)
Acquisition of HyperPointe net of cash assumed		(4,853)
Acquisition of intangibles	(471)	(283)
Net cash used in investing activities	(3,770)	(9,198)
Cash flows from financing activities
Repurchase of Common Stock		(12,116)
Contributions from noncontrolling interests		200
Payments for shares withheld on vesting	(22)	(73)
Repayment of Paycheck Protection Program		(3,584)
Distributions to noncontrolling interests	(120)	(956)
Net cash used in financing activities	(142)	(16,529)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(130)	(56)
Decrease in cash, cash equivalents and restricted cash	(12,660)	(34,398)
Cash, cash equivalents, and restricted cash at beginning of the period	19,789	106,257
Cash, cash equivalents, and restricted cash at end of the period	7,129	71,859
Cash paid for
Interest		10
Income taxes	122	2
Non-cash investing and financing transactions
Capital expenditures included in Accounts payable, accrued expenses and other current liabilities	$ 397	231
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe		$ 906

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2023
Income Taxes.
Income tax benefit (as a percent)	0.00%	0.00%
Effective tax rate, discontinued operations	0.00%	0.00%
State	$ 0	$ 0

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Taxes.

Income Taxes

Note 12. Income Taxes

The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. Each quarter, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as deemed necessary. The income tax provision for the three and six months ended June 30, 2023 reflect an estimated global annual effective tax rate of approximately 0% from continuing operations. Discontinued operations for the three and six months ended June 30, 2023 reflected an annual effective tax rate of 0%.

As of June 30, 2023, deferred tax assets generated from the Company’s U.S. activities were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. Net operating loss carryforwards generated after December 31, 2017 do not expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit. Income tax expense/(benefit) for the three and six months ended June 30, 2023 was $0 which was attributed to state taxing jurisdictions in which a measure of income is utilized to determine a tax liability. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Variable Interest Entity [Line Items]
Assets	$ 56,587		$ 56,587		$ 70,426
Liabilities	19,587		19,587		22,477
Total revenue	8,175	$ 13,597	15,238	$ 37,645
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets					275
Liabilities					$ 146
Total revenue	$ 17	$ 7,732	$ 148	$ 27,121

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Cash, Cash Equivalents, and Restricted Cash (Tables)

6 Months Ended

Jun. 30, 2023

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	June 30, 2023		December 31, 2022
Cash denominated in United States dollars	$	3,550	$	16,344
Cash denominated in currency other than United States dollars		2,686		2,562
Restricted cash		751		751
Credit and debit card receivables		142		132
Total cash, cash equivalents and restricted cash	$	7,129	$	19,789

Intangible Assets

6 Months Ended

Jun. 30, 2023

Intangible Assets

Intangible Assets

Note 6. Intangible Assets

The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following:


	June 30, 2023						December 31, 2022
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade names	$	302	$	(37)	$	265	$	302	$	(24)	$	278
Customer relationships		1,510		(661)		849		1,510		(542)		968
Software		4,646		(2,073)		2,573		4,485		(1,761)		2,724
Licenses		40		(17)		23		55		(17)		38
Total intangible assets	$	6,498	$	(2,788)	$	3,710	$	6,352	$	(2,344)	$	4,008

The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $377 and $471 during the three months ended June 30, 2023 and 2022, respectively, and $759 and $864 during the six months ended June 30, 2023 and 2022, respectively.

Based on the intangible assets balance as of June 30, 2023, the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows:


Calendar Years ending December 31,	Amount
Remaining 2023	$	834
2024		1,666
2025		502
2026		393
2027		77
Thereafter		238
Total	$	3,710

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue, net
Total revenue, net	$ 8,175	$ 13,597	$ 15,238	$ 37,645
Cost of sales
Labor	4,769	5,477	9,147	10,939
Occupancy	961	1,262	2,174	2,330
Products and other operating costs	1,255	5,618	2,205	14,135
Total cost of sales	6,985	12,357	13,526	27,404
Gross Profit	1,190	1,240	1,712	10,241
Depreciation and amortization	593	1,501	1,180	2,765
Loss (gain) on disposal of assets	18	(52)	18	(52)
Advertising and promotion expense	204	1,222	315	2,833
IT/Hosting services	204	839	913	1,506
Other general and administrative expenses	4,895	5,497	10,298	13,407
Total operating expenses	5,914	9,007	12,724	20,459
Operating loss	(4,724)	(7,767)	(11,012)	(10,218)
Interest income, net	105	38	229	45
Realized and unrealized foreign exchange loss	(1,141)	(3)	(1,056)	(5)
Gain on Securities, realized and unrealized	201		478
Other non-operating expense, net	(120)	(193)	(147)	(509)
Loss before income taxes	(5,679)	(7,925)	(11,508)	(10,687)
Income tax expense		(2)		(2)
Net loss	(5,679)	(7,927)	(11,508)	(10,689)
Net (income) loss attributable to noncontrolling interests	(51)	9	269	(1,512)
Net loss attributable to XWELL, Inc.	(5,730)	(7,918)	(11,239)	(12,201)
Net loss	(5,679)	(7,927)	(11,508)	(10,689)
Other comprehensive loss	(464)	(105)	(594)	(146)
Comprehensive loss	$ (6,143)	$ (8,032)	$ (12,102)	$ (10,835)
Loss per share
Basic loss per share (in dollars per share)	$ (0.07)	$ (0.08)	$ (0.13)	$ (0.12)
Diluted loss per share (in dollars per share)	$ (0.07)	$ (0.08)	$ (0.13)	$ (0.12)
Weighted-average number of shares outstanding during the period
Basic (in shares)	83,410,562	95,352,025	83,378,408	98,458,153
Diluted (in shares)	83,410,562	95,352,025	83,378,408	98,458,153
Patient services revenue
Revenue, net
Total revenue, net	$ 17	$ 7,732	$ 148	$ 27,121
Services
Revenue, net
Total revenue, net	6,869	4,787	12,641	8,564
Products
Revenue, net
Total revenue, net	701	421	1,297	766
HyperPointe Services
Revenue, net
Total revenue, net	574	$ 657	1,135	1,180
Other
Revenue, net
Total revenue, net	$ 14		$ 17	$ 14

Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued expenses and other current liabilities
Litigation accrual	$ 449	$ 963
Accrued compensation	1,749	2,008
Tax-related liabilities	552	573
Common area maintenance accruals	90	160
Accounts payable accruals	779	754
Gift certificates	495	496
Credit card processing fees	35	33
Other miscellaneous accruals	448	732
Total accrued expenses and other current liabilities	$ 4,597	$ 5,719

Other current assets (Tables)

6 Months Ended

Jun. 30, 2023

Other current assets

Schedule of other current assets


	June 30, 2023		December 31, 2022
Prepaid expenses	$	1,075	$	1,074
Contract assets		291		—
Other		79		48
Total other current assets	$	1,445	$	1,122

Stockholders' Equity - Schedule of Changes In Warrants Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023
Warrants [Line Items]
Repurchase of common stock	$ 1,021
Warrants
Warrants [Line Items]
Outstanding, Opening Balance		1,172,088
Expired		(1,168,088)
Outstanding, Ending Balance		4,000
Weighted average exercise price, Beginning Balance		$ 2.00
Weighted average exercise price, Expired		2.01
Weighted average exercise price, Ending Balance		2.125
Exercise price range, Ending Balance		2.125
Warrants \| Minimum
Warrants [Line Items]
Exercise price range, Beginning Balance		1.7
Exercise price range, Expired		1.7
Warrants \| Maximum
Warrants [Line Items]
Exercise price range, Beginning Balance		2.125
Exercise price range, Expired		$ 2.125

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Intangible Assets
Amortization expense	$ 377	$ 471	$ 759	$ 864

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remaining 2023	$ 834
2024	1,666
2025	502
2026	393
2027	77
Thereafter	238
Total	$ 3,710	$ 4,008

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Information

Schedule of segment reporting information, by segment


	For the three months ended
	June 30,
	2023		2022
Revenue
XpresSpa	$	5,228	$	3,290
XpresTest		2,285		9,253
Treat		88		399
HyperPointe		574		655
Total revenue	$	8,175	$	13,597

Operating income (loss)
XpresSpa	$	(2,822)	$	(1,958)
XpresTest		596		(1,937)
Treat		(360)		(1,460)
HyperPointe		(113)		(275)
Corporate and other		(2,025)		(2,137)
Total operating loss	$	(4,724)	$	(7,767)

Depreciation & Amortization
XpresSpa	$	431	$	358
XpresTest		5		606
Treat		67		442
HyperPointe		78		95
Corporate and other		12		—
Total Depreciation & Amortization	$	593	$	1,501


	For the six months ended
	June 30,
	2023		2022
Revenue
XpresSpa	$	9,727	$	5,933
XpresTest		4,084		29,849
Treat		292		685
HyperPointe		1,135		1,178
Total revenue	$	15,238	$	37,645

	2023		2022
Operating loss
XpresSpa	$	(5,954)	$	(6,413)
XpresTest		571		4,268
Treat		(804)		(2,756)
HyperPointe		(369)		(552)
Corporate and other		(4,456)		(4,765)
Total operating loss	$	(11,012)	$	(10,218)

	For the six months ended
	June 30,
	2023		2022
Depreciation & amortization
XpresSpa	$	854	$	701
XpresTest		5		1,135
Treat		132		767
HyperPointe		164		157
Corporate and other		25		5
Total depreciation & amortization	$	1,180	$	2,765

	2023		2022
Capital expenditures
XpresSpa	$	1,445	$	641
XpresTest		45		614
Treat		45		2,123
HyperPointe		11		—
Corporate and other		14		54
Total capital expenditures	$	1,560	$	3,432



	June 30, 2023		December 31, 2022
Long-lived Assets
XpresSpa	$	10,031	$	11,851
XpresTest		95		112
Treat		2,191		2,314
HyperPointe		4,044		4,108
Corporate and other		294		409
Total long-lived Assets	$	16,655	$	18,794

	June 30, 2023		December 31, 2022
Assets
XpresSpa	$	19,861	$	21,135
XpresTest		2,049		4,285
Treat		3,115		3,186
HyperPointe		6,326		6,913
Corporate and other		25,236		34,907
Total assets	$	56,587	$	70,426

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases

Schedule of supplemental cash flow information related to leases


	Six months ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,839)	$	(2,031)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	—	$	3,273

Schedule of future minimum commitments


Calendar Years ending December 31,	Amount
Remaining 2023	$	1,611
2024		3,002
2025		2,649
2026		1,634
2027		1,511
2028		1,132
Thereafter		3,341
Total future lease payments		14,880
Less: interest expense at incremental borrowing rate		(2,316)
Net present value of lease liabilities	$	12,564

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	6.15	years
Weighted average discount rate used to determine present value of operating lease liability:	7.40	%

Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 3,550	$ 16,344
Cash denominated in currency other than United States dollars	2,686	2,562
Restricted cash	751	751
Credit and debit card receivables	142	132
Total cash, cash equivalents and restricted cash	$ 7,129	$ 19,789	$ 71,859	$ 106,257

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 6,378	$ 19,038
Marketable securities	25,526	23,153
Accounts receivable	1,934	2,858
Inventory	845	1,161
Other current assets	1,445	1,122
Total current assets	36,128	47,332
Restricted cash	751	751
Property and equipment, net	3,867	3,666
Intangible assets, net	3,710	4,008
Operating lease right of use assets, net	6,392	8,276
Goodwill	4,024	4,024
Other assets	1,715	2,369
Total assets	56,587	70,426
Current liabilities
Accounts payable	2,164	2,312
Accrued expenses and other current liabilities	4,597	5,719
Current portion of operating lease liabilities	2,243	2,586
Deferred revenue	262	339
Total current liabilities	9,266	10,956
Long-term liabilities
Operating lease liabilities	10,321	11,521
Total liabilities	19,587	22,477
Commitments and contingencies (see Note 13)
Equity
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 83,418,535 and 83,232,262 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	833	832
Additional paid-in capital	468,909	467,740
Accumulated deficit	(439,351)	(428,112)
Accumulated other comprehensive loss	(1,128)	(534)
Total equity attributable to XWELL, Inc.	29,263	39,926
Noncontrolling interests	7,737	8,023
Total equity	37,000	47,949
Total liabilities and equity	$ 56,587	$ 70,426

Variable Interest Entities

6 Months Ended

Jun. 30, 2023

Variable Interest Entities

Variable Interest Entities

Note 7. Variable Interest Entities

Through its XpresCheck Wellness and Treat Centers the Company provided services pursuant to contracts with PLLCs which, in turn contracts with physicians and other medical professional providers to render COVID-19 and other medical diagnostic testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, and the traveling public. The PLLCs collectively represent the Company’s affiliated medical group. The PLLCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibits the practice of medicine by lay persons or entities. All of the issued and outstanding equity interests of the PLLCs are owned by a licensed medical professional nominated by the Company (the

“Nominee Shareholder”). Upon formation of the PLLCs, and initial issuance of equity interests, the Nominee Shareholder contributes a nominal amount of capital in exchange for their interest in the PLLC. The Company then executes with each PLLC a MSA, which provides for various administrative services, management services and day-to-day activities of the practice to be rendered by the Company through its XpresCheck Wellness Centers.

The Company also had exclusive responsibility for the provision of all non-medical services including contracting with customers who access the PLLCs for a medical visit, handling all financial transactions and day-to-day operations of each PLLC, overseeing the establishment of COVID-19 and other medical diagnostic testing services policies, and making recommendations to the PLLC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PLLCs.

Notwithstanding their legal form of ownership of equity interests in the PLLC, the primary beneficiary of the affiliated medical group is the Company as it meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the affiliated medical group; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the affiliated medical group. The Company consolidated the PLLCs under the VIE model since the Company has the power to direct activities that most significantly impact the PLLCs’ economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the PLLCs.

The total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PLLCs after elimination of intercompany transactions was $17 and $148 for the three and six months ended June 30, 2023, respectively, and $7,732 and $27,121, for the three and six months ended June 2022, respectively. The aggregate carrying value of total assets and total liabilities included on the condensed balance sheets for the PLLCs after elimination of intercompany transactions were $275, included in cash and cash equivalents, and $146, included in accrued expenses and other current liabilities, respectively, as of December 31, 2022.

Stockholders' Equity and Warrants - Stock Options and RSU Activity (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding, Beginning balance \| shares	4,830,029
No. of options, Granted \| shares	2,886,388
No. of options, Forfeited \| shares	(49,919)
No. of options, Expired \| shares	(24,801)
No. of options, Outstanding, Ending balance \| shares	7,641,697
No. of options, Exercisable \| shares	3,962,957
Weighted average grant date fair value, Beginning balance	$ 2.00
Weighted average grant date fair value, Granted	0.40
Weighted average grant date fair value, Forfeited	1.32
Weighted average grant date fair value, Expired	11.75
Weighted average grant date fair value, Ending balance	1.37
Weighted average grant date fair value, Exercisable	$ 1.66
RSUs
Stockholders Equity [Line Items]
No. of options, Outstanding, Beginning balance \| shares	281,250
No. of options, Granted \| shares	238,888
No. of options, Exercised/Vested \| shares	(187,500)
No. of options, Outstanding, Ending balance \| shares	332,638
Weighted average grant date fair value, Beginning balance	$ 0.65
Weighted average grant date fair value, Granted	0.32
Weighted average grant date fair value, Exercised/Vested	0.65
Weighted average grant date fair value, Ending balance	$ 0.41
XpresTest RSAs
Stockholders Equity [Line Items]
No. of options, Outstanding, Beginning balance \| shares	5.00
No. of options, Outstanding, Ending balance \| shares	5.00
Weighted average grant date fair value, Beginning balance	$ 47,570
Weighted average grant date fair value, Ending balance	47,570
Minimum
Stockholders Equity [Line Items]
Exercise price range, Outstanding, Beginning balance	0.65
Exercise price range, Granted	0.36
Exercise price range, Forfeited	0.40
Exercise price range, Expired	1.53
Exercise price range, Outstanding, Ending balance	0.36
Exercise price range, Exercisable	0.40
Maximum
Stockholders Equity [Line Items]
Exercise price range, Outstanding, Beginning balance	2,460
Exercise price range, Granted	0.41
Exercise price range, Forfeited	1.61
Exercise price range, Expired	1,908
Exercise price range, Outstanding, Ending balance	2,460
Exercise price range, Exercisable	$ 2,460

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Information

Segment Information

Note 14. Segment Information

As a result of the Company’s transition to a pure-play health and wellness services company, the Company currently has four reportable operating segments: XpresSpa, XpresTest, Treat and HyperPointe, acquired in January 2022. The Company analyzes the results of the Company’s business through the four reportable segments. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck Wellness Centers in airports, to airport employees and to the traveling public. The Treat segment provides access to integrated care which can seamlessly fit into a post-pandemic world and is designed to deliver on-demand access to integrated healthcare through technology and personalized services, positioned for a traveler to access health care, records and real-time information all in one place, as well as book appointments in the Company’s on-site wellness centers as they reopen. The HyperPointe segment provides a broad range of service and support options for its customers, including technical support services and advanced services. The chief operating decision maker evaluates the operating results and performance of the Company’s segments through operating income. Expenses that can be specifically identified with a segment have been included as deductions in determining operating income. Any remaining expenses and other charges are included in Corporate and Other.


	For the three months ended
	June 30,
	2023		2022
Revenue
XpresSpa	$	5,228	$	3,290
XpresTest		2,285		9,253
Treat		88		399
HyperPointe		574		655
Total revenue	$	8,175	$	13,597

Operating income (loss)
XpresSpa	$	(2,822)	$	(1,958)
XpresTest		596		(1,937)
Treat		(360)		(1,460)
HyperPointe		(113)		(275)
Corporate and other		(2,025)		(2,137)
Total operating loss	$	(4,724)	$	(7,767)

Depreciation & Amortization
XpresSpa	$	431	$	358
XpresTest		5		606
Treat		67		442
HyperPointe		78		95
Corporate and other		12		—
Total Depreciation & Amortization	$	593	$	1,501


	For the six months ended
	June 30,
	2023		2022
Revenue
XpresSpa	$	9,727	$	5,933
XpresTest		4,084		29,849
Treat		292		685
HyperPointe		1,135		1,178
Total revenue	$	15,238	$	37,645

	2023		2022
Operating loss
XpresSpa	$	(5,954)	$	(6,413)
XpresTest		571		4,268
Treat		(804)		(2,756)
HyperPointe		(369)		(552)
Corporate and other		(4,456)		(4,765)
Total operating loss	$	(11,012)	$	(10,218)

	For the six months ended
	June 30,
	2023		2022
Depreciation & amortization
XpresSpa	$	854	$	701
XpresTest		5		1,135
Treat		132		767
HyperPointe		164		157
Corporate and other		25		5
Total depreciation & amortization	$	1,180	$	2,765

	2023		2022
Capital expenditures
XpresSpa	$	1,445	$	641
XpresTest		45		614
Treat		45		2,123
HyperPointe		11		—
Corporate and other		14		54
Total capital expenditures	$	1,560	$	3,432



	June 30, 2023		December 31, 2022
Long-lived Assets
XpresSpa	$	10,031	$	11,851
XpresTest		95		112
Treat		2,191		2,314
HyperPointe		4,044		4,108
Corporate and other		294		409
Total long-lived Assets	$	16,655	$	18,794

	June 30, 2023		December 31, 2022
Assets
XpresSpa	$	19,861	$	21,135
XpresTest		2,049		4,285
Treat		3,115		3,186
HyperPointe		6,326		6,913
Corporate and other		25,236		34,907
Total assets	$	56,587	$	70,426

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

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+ Details

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating leases, rent expense	$ 598	$ 349	$ 1,259	$ 620
Variable lease payments	$ 365	$ 324	$ 711	$ 689

Other Assets (Tables)

6 Months Ended

Jun. 30, 2023

Other Assets

Schedule of other assets


	June 30, 2023		December 31, 2022
Equity investments	$	71	$	104
Lease deposits		1,549		1,973
Other		95		292
Other assets	$	1,715	$	2,369

Leases - Future Minimum Commitments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases
Remaining 2023	$ 1,611
2024	3,002
2025	2,649
2026	1,634
2027	1,511
2028	1,132
Thereafter	3,341
Total future lease payments	14,880
Less: interest expense at incremental borrowing rate	(2,316)
Net present value of lease liabilities	$ 12,564

Leases

6 Months Ended

Jun. 30, 2023

Leases

Leases

Note 9. Leases

The Company leases its retail and diagnostic testing locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. During 2022 the Company commenced new leases at Istanbul Airport in Turkey & Salt Lake City International Airport in Utah. At inception, the Company determines if a lease qualifies under ASC 842. Certain of the Company’s lease arrangements contain fixed payments throughout the term of the lease, while others involve a variable component to determine the lease obligation wherein a certain percentage of sales is used to calculate the lease payment.

All qualifying leases held by the Company are classified as operating leases. Operating lease right of use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease right of use assets and operating lease liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. The Company records its operating lease right of use assets and operating lease liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate as of the commencement date of the lease, which approximates the rate at which the Company can borrow funds on a secured basis, in determining the present value of the guaranteed lease payments.

The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any leases should be accounted for pursuant to the guidance in ASC 842. The Company recalculates the right of use asset and lease liability based on the modified lease terms and adjusts both balances accordingly.

Supplemental cash flow information related to leases for the six months ended June 30, 2023 and 2022 were as follows:


	Six months ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,839)	$	(2,031)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	—	$	3,273

As of June 30, 2023, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remaining 2023	$	1,611
2024		3,002
2025		2,649
2026		1,634
2027		1,511
2028		1,132
Thereafter		3,341
Total future lease payments		14,880
Less: interest expense at incremental borrowing rate		(2,316)
Net present value of lease liabilities	$	12,564

Other assumptions and pertinent information related to the Company’s accounting for operating leases are:


Weighted average remaining lease term:	6.15	years
Weighted average discount rate used to determine present value of operating lease liability:	7.40	%

Cash paid for minimum annual rental obligations during the three and six months ended June 30, 2023 was $598 and $1,259, respectively. Cash paid for minimum annual rental obligations during the three and six months ended June 30, 2022 was $349 and $620, respectively.

Variable lease payments calculated monthly as a percentage of product and services revenue, were $365 and $324 for the three months ended June 30, 2023 and 2022, respectively, and $711 and $689 for the six months ended June 30, 2023 and 2022, respectively.

Leases - Other Assumptions and Pertinent Information (Details)	Jun. 30, 2023
Leases
Weighted average remaining lease term (years):	6 years 1 month 24 days
Weighted average discount rate used to determine present value of operating lease liability:	7.40%

Other current assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other current assets
Prepaid expenses	$ 1,075	$ 1,074
Contract assets	291
Other	79	48
Total other current assets	$ 1,445	$ 1,122

Potentially Dilutive Securities

6 Months Ended

Jun. 30, 2023

Potentially Dilutive Securities

Potentially Dilutive Securities

Note 3. Potentially Dilutive Securities

The table below presents the computation of basic and diluted net loss per share of Common Stock:


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Basic numerator:
Net loss attributable to XWELL, Inc.	$	(5,730)	$	(7,918)	$	(11,239)	$	(12,201)
Net loss attributable to common shareholders	$	(5,730)	$	(7,918)	$	(11,239)	$	(12,201)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		83,410,562		95,352,025		83,378,408		98,458,153
Basic and diluted loss per share	$	(0.07)	$	(0.08)	$	(0.13)	$	(0.12)

Net loss per share data presented above excludes from the calculation of diluted net loss, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Both vested and unvested options to purchase an equal number of shares of Common Stock		7,641,697		4,756,973		7,641,697		4,756,973
Unvested RSUs to issue an equal number of shares of Common Stock		332,638		78,125		332,638		78,125
Warrants to purchase an equal number of shares of Common Stock		4,000		29,460,560		4,000		29,460,560
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		7,978,335		34,295,658		7,978,335		34,295,658

Significant Accounting and Reporting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Significant Accounting and Reporting Policies
Revenue Recognition Policy	(a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability and recognizes revenue on a straight-line basis over the life of the collaboration agreement. XpresTest During the third quarter of 2022, XpresTest, in partnership with Ginkgo Bioworks in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program were awarded a new contract. The partnership is expected to support public health and biosecurity services totaling approximately $16,000, with an overall potential to exceed $61,000 based on CDC program options and public health priorities. As COVID-19 sub-variants and other biological threats continue to emerge, the partners plan to expand the program footprint and incorporate innovative modalities and offerings, such as monitoring of wastewater from aircraft lavatories. The current contract with Ginkgo Bioworks related to the above partnership contains fixed pricing for which we are entitled to $6,761 for the sample collection (passenger and aircraft wastewater) and $570 for the traveler enrollment initiatives, which represents the amount of consideration that we are entitled. The Company recognizes revenue over time for both sample collection performance obligations, using the input method based on time elapsed to measure progress towards satisfying each of the performance obligations. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). We will recognize revenue over time for the traveler enrollment initiative performance obligation based on the amount for which we have the right to invoice. The Company recorded $1,688 and $3,358 in revenue during the three and six months ended June 30, 2023 related to sample collection performance obligations because the Company’s efforts towards satisfying each of the performance obligations are expended evenly throughout the period of performance. During the three months ended June 30, 2023, the Company also recorded $570 for the traveler enrollment initiatives. Treat The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. The Company determined that these PLLCs are variable interest entities due to its equity holder having insufficient capital at risk, and the Company having a variable interest in the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs. HyperPointe Our HyperPointe segment which we acquired in January 2022, provides broad range of service and support options for our customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $226 and $322 as of June 30, 2023 and December 31, 2022, respectively. The Company recognized $210 from the deferred revenue balance as of December 31, 2022. HyperPointe had unbilled receivables of $291 and $0 as of June 30, 2023 and December 31, 2022, respectively, included in other current assets. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets until remitted to state agencies.
Translation into United States dollars	(b) Translation into United States dollars The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are deemed non-operating income in the consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2023, the Company recognized $1,001 and $1,103, respectively, in foreign exchange losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies. During the three and six months ended June 30, 2022, the Company did not incur any foreign exchange gains or losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies. Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated primarily at period end exchange rates and revenues and expenses have been translated at average monthly rates for the three and six months ended June 2023 and 2022. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated statements of changes in stockholders’ equity.
Business Combinations	(c) Business Combinations The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. While the Company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates.
Goodwill	(d) Goodwill The Company accounts for goodwill under FASB ASC 350-30, Intangibles-Goodwill and Other. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss.
Reclassification	(e) Reclassification Certain balances in the condensed consolidated financial statements for the three and six months ended June 30, 2022 have been reclassified to conform to the presentation in the condensed consolidated financial statements for the three and six months ended June 30, 2023, primarily the separate classification and presentation of accounts payable, gross profits, advertising and promotion expense, IT/Hosting services, and realized and unrealized foreign exchange loss. The above separation affected accounts payable, accrued expenses and other, general and administrative expenses, and other non-operating expense, net in the comparative 2022 financial statements. Such reclassifications did not have a material impact on the unaudited condensed consolidated financial statements.
Recently adopted accounting pronouncements	Recently adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13's main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. On implementation in 2023, the ASU did not have material impact on the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC Topic 606, Revenues from Contracts with Customers, which the Company generally expects will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree. For the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company implemented the ASU 2021-08 in 2023. Although, the materiality of the application of ASU 2021-08 depends on the recognition and measurement of acquired assets and liabilities associated with future acquisitions, as the Company did not have any acquisition during the three and six months ended June 2023, the adoption of ASU 2021-08 did not have material impact on the Company’s financial statements.

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Cash, Cash Equivalents, and Restricted Cash
Deposits in excess of FDIC limits	$ 3,552	$ 16,069
Amount of cash in overseas accounts	$ 2,686	$ 2,562

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 13. Commitments and Contingencies

Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and adjusts as appropriate. A significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters.

With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $449 and $963 as of June 30, 2023 and December 31, 2022, respectively, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.

The Company expenses legal fees in the period in which they are incurred.

Kyle Collins v. Spa Products Import & Distribution Co., LLC et al

This is a combined class action and California Private Attorney’s General Act (“PAGA”) action. Plaintiff seeks to recover wages, penalties and PAGA penalties for claims for (1) failure to provide meal periods, (2) failure to provide rest breaks, (3) failure to pay overtime, (4) inaccurate wage statements, (5) waiting time penalties, and (6) PAGA penalties of $0.1 per employee per pay period per violation. There are approximately 240 current and former employees in the litigation class. The parties agreed to mediation on May 26, 2020, however, due to COVID-19, the parties subsequently stayed all proceedings. The mediation session occurred on March 18, 2021, and the parties reached a settlement which was approved on September 20, 2022 for the amount of $517 and additional payroll taxes of $4. Funding of the settlement amount occurred on January 26, 2023.

OTG Management PHL B v. XpresSpa Philadelphia Terminal B et al.

On May 9, 2022, a lawsuit was filed in the Philadelphia Court of Common Pleas by OTG Management at Philadelphia International Airport, claiming that XWELL improperly backed out of its sublease for space at Terminal B and now owes between $864 and $2,250 in accelerated rent for the 12-year contract. They claim that by refusing to complete the project, failing to commence and maintain operations, refusing to pay rent and improperly purporting to terminate the lease (among other acts and omissions), XWELL breached the lease. OTG Management has agreed to extend XWELL’s time to respond to the Complaint to September 5, 2023.

In addition to those matters specifically set forth herein, the Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows.

In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself.

Leases

XWELL is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XWELL agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements.

Accrued expenses and other current liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Accrued expenses and other current liabilities

Schedule of accrued expenses and other current liabilities



	June 30, 2023		December 31, 2022
Litigation accrual	$	449	$	963
Accrued compensation		1,749		2,008
Tax-related liabilities		552		573
Common area maintenance accruals		90		160
Accounts payable accruals		779		754
Gift certificates		495		496
Credit card processing fees		35		33
Other miscellaneous accruals		448		732
Total accrued expenses and other current liabilities	$	4,597	$	5,719

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Treasury Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total Company equity	Non-controlling interests	Total
Balance Beginning at Dec. 31, 2021	$ 1,013		$ 487,306	$ (395,275)	$ (312)	$ 92,732	$ 7,203	$ 99,935
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021	101,269,349
Issuance of Common Stock for acquisition	$ 5		901			906		906
Issuance of Common Stock for acquisition (in shares)	552,487
Vesting of restricted stock units	$ 4		(4)
Vesting of restricted stock units (shares)	391,820
Value of Shares Withheld to fund payroll taxes			(73)			(73)		(73)
Stock-based compensation			1,543			1,543		1,543
Net loss for the period				(4,283)		(4,283)	1,521	(2,762)
Repurchase and retirement of common stock	$ (71)		(11,024)			(11,095)		(11,095)
Repurchase and retirement of common stock (in shares)	(7,142,446)
Foreign currency translation					(41)	(41)		(41)
Distributions to noncontrolling interests							(824)	(824)
Contributions from noncontrolling interests							200	200
Balance Ending at Mar. 31, 2022	$ 951		478,649	(399,558)	(353)	79,689	8,100	87,789
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022	95,071,210
Balance Beginning at Dec. 31, 2021	$ 1,013		487,306	(395,275)	(312)	92,732	7,203	99,935
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021	101,269,349
Net loss for the period								(10,689)
Balance Ending at Jun. 30, 2022	$ 954	$ (1,021)	479,432	(407,476)	(458)	71,431	8,508	79,939
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022	95,360,271
Treasury Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022		(1,338,404)
Balance Beginning at Mar. 31, 2022	$ 951		478,649	(399,558)	(353)	79,689	8,100	87,789
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022	95,071,210
Vesting of restricted stock units	$ 3		(3)
Vesting of restricted stock units (shares)	289,061
Grant of stock options for services			15			15		15
Stock-based compensation			771			771	549	1,320
Net loss for the period				(7,918)		(7,918)	(9)	(7,927)
Repurchase of common stock		$ (1,021)				(1,021)		(1,021)
Repurchase of common stock (in shares)		(1,338,404)
Foreign currency translation					(105)	(105)		(105)
Distributions to noncontrolling interests							(132)	(132)
Balance Ending at Jun. 30, 2022	$ 954	$ (1,021)	479,432	(407,476)	(458)	71,431	8,508	79,939
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022	95,360,271
Treasury Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022		(1,338,404)
Balance Beginning at Dec. 31, 2022	$ 832		467,740	(428,112)	(534)	39,926	8,023	$ 47,949
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022	83,232,262							83,232,262
Issuance of restricted stock units	$ 1		(1)
Issuance of restricted stock units (in shares)	120,318
Value of Shares Withheld to fund payroll taxes			(22)			(22)		$ (22)
Stock-based compensation			589			589	23	612
Net loss for the period				(5,509)		(5,509)	(320)	(5,829)
Foreign currency translation					(130)	(130)	11	(119)
Balance Ending at Mar. 31, 2023	$ 833		468,306	(433,621)	(664)	34,854	7,737	42,591
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2023	83,352,580
Balance Beginning at Dec. 31, 2022	$ 832		467,740	(428,112)	(534)	39,926	8,023	$ 47,949
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022	83,232,262							83,232,262
Net loss for the period								$ (11,508)
Balance Ending at Jun. 30, 2023	$ 833		468,909	(439,351)	(1,128)	29,263	7,737	$ 37,000
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2023	83,418,535							83,418,535
Balance Beginning at Mar. 31, 2023	$ 833		468,306	(433,621)	(664)	34,854	7,737	$ 42,591
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2023	83,352,580
Issuance of restricted stock units (in shares)	65,955
Stock-based compensation			603			603	23	626
Net loss for the period				(5,730)		(5,730)	51	(5,679)
Foreign currency translation					(464)	(464)	46	(418)
Distributions to noncontrolling interests							(120)	(120)
Balance Ending at Jun. 30, 2023	$ 833		$ 468,909	$ (439,351)	$ (1,128)	$ 29,263	$ 7,737	$ 37,000
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2023	83,418,535							83,418,535

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Intangible Assets

Schedule of company's intangible assets


	June 30, 2023						December 31, 2022
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade names	$	302	$	(37)	$	265	$	302	$	(24)	$	278
Customer relationships		1,510		(661)		849		1,510		(542)		968
Software		4,646		(2,073)		2,573		4,485		(1,761)		2,724
Licenses		40		(17)		23		55		(17)		38
Total intangible assets	$	6,498	$	(2,788)	$	3,710	$	6,352	$	(2,344)	$	4,008

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
Remaining 2023	$	834
2024		1,666
2025		502
2026		393
2027		77
Thereafter		238
Total	$	3,710

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-34785
Entity Registrant Name	XWELL, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-4988129
Entity Address, Address Line One	254 West 31st Street
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	750-9595
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	XWEL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		83,487,663
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	83,418,535	83,232,262
Common stock, outstanding	83,418,535	83,232,262

Potentially Dilutive Securities - (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share Disclosure.
Net loss attributable to XWELL, Inc.	$ (5,730)	$ (7,918)	$ (11,239)	$ (12,201)
Net loss attributable to common shareholders	$ (5,730)	$ (7,918)	$ (11,239)	$ (12,201)
Basic weighted average shares outstanding	83,410,562	95,352,025	83,378,408	98,458,153
Diluted weighted average shares outstanding	83,410,562	95,352,025	83,378,408	98,458,153
Basic loss per share (in dollars per share)	$ (0.07)	$ (0.08)	$ (0.13)	$ (0.12)
Diluted loss per share (in dollars per share)	$ (0.07)	$ (0.08)	$ (0.13)	$ (0.12)
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	7,978,335	34,295,658	7,978,335	34,295,658
Both vested and unvested options to purchase an equal number of shares of Common Stock
Earnings Per Share Disclosure.
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	7,641,697	4,756,973	7,641,697	4,756,973
Unvested RSUs to issue an equal number of shares of Common Stock
Earnings Per Share Disclosure.
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	332,638	78,125	332,638	78,125
Warrants to purchase an equal number of shares of Common Stock
Earnings Per Share Disclosure.
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	4,000	29,460,560	4,000	29,460,560

Stockholders' Equity - Stockholders' Equity (Details) $ in Thousands			1 Months Ended		3 Months Ended			6 Months Ended
	Oct. 04, 2022 shares	Aug. 03, 2022 shares	May 31, 2022 shares	Sep. 30, 2020 item shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($)	Aug. 31, 2021 shares
Stockholders Equity [Line Items]
Number of equal quarterly vesting installments \| item				4
Stock-based compensation expense \| $					$ 626	$ 1,320		$ 1,238	$ 2,863
Unrecognized stock-based payment cost related to options \| $					2,437			2,437		$ 2,506
Repurchase of common stock \| $						$ 1,021
Repurchase and retirement of common stock \| $							$ 11,095
Share Repurchase Program
Stockholders Equity [Line Items]
Repurchase of common stock (in shares)									8,480,850
Repurchase of common stock \| $									$ 12,116
Number of Shares Authorized to be Repurchased											15,000,000
Additional shares authorized to be repurchased			10,000,000
Repurchase and retirement of common stock (in shares)		1,338,404							7,142,446
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period				10 years
Options, vesting period				1 year
XpresTest 2020 Plan \| RSUs
Stockholders Equity [Line Items]
Unrecognized stock-based compensation related to the awards \| $					$ 144			$ 144
Equity incentive plan 2020
Stockholders Equity [Line Items]
Number of shares authorized					12,500,000			12,500,000
Number of additional shares authorized	7,500,000
Maximum \| Equity incentive plan 2020
Stockholders Equity [Line Items]
Number of shares authorized				5,000,000
Number of stock shares issued								4,321,334
Directors, Employees And Consultants \| XpresTest 2020 Plan
Stockholders Equity [Line Items]
Percentage of shares authorized for issuance				20.00%
Directors, Employees And Consultants \| Maximum \| XpresTest 2020 Plan
Stockholders Equity [Line Items]
Number of shares authorized				200

Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Revenue
Total revenue	$ 8,175	$ 13,597	$ 15,238	$ 37,645
Operating income (loss)
Total operating loss	(4,724)	(7,767)	(11,012)	(10,218)
Total depreciation & amortization	593	1,501	1,180	2,765
Total capital expenditures	1,560	3,432	1,560	3,432
Assets
Total long-lived assets	16,655		16,655		$ 18,794
Total assets	56,587		$ 56,587		70,426
Number of reportable segments \| segment			4
XpresSpa
Revenue
Total revenue	5,228	3,290	$ 9,727	5,933
Operating income (loss)
Total operating loss	(2,822)	(1,958)	(5,954)	(6,413)
Total depreciation & amortization	431	358	854	701
Total capital expenditures	1,445	641	1,445	641
Assets
Total long-lived assets	10,031		10,031		11,851
Total assets	19,861		19,861		21,135
XpresTest
Revenue
Total revenue	2,285	9,253	4,084	29,849
Operating income (loss)
Total operating loss	596	(1,937)	571	4,268
Total depreciation & amortization	5	606	5	1,135
Total capital expenditures	45	614	45	614
Assets
Total long-lived assets	95		95		112
Total assets	2,049		2,049		4,285
Treat
Revenue
Total revenue	88	399	292	685
Operating income (loss)
Total operating loss	(360)	(1,460)	(804)	(2,756)
Total depreciation & amortization	67	442	132	767
Total capital expenditures	45	2,123	45	2,123
Assets
Total long-lived assets	2,191		2,191		2,314
Total assets	3,115		3,115		3,186
HyperPointe
Revenue
Total revenue	574	655	1,135	1,178
Operating income (loss)
Total operating loss	(113)	(275)	(369)	(552)
Total depreciation & amortization	78	95	164	157
Total capital expenditures	11		11
Assets
Total long-lived assets	4,044		4,044		4,108
Total assets	6,326		6,326		6,913
Corporate and Other
Operating income (loss)
Total operating loss	(2,025)	(2,137)	(4,456)	(4,765)
Total depreciation & amortization	12		25	5
Total capital expenditures	14	$ 54	14	$ 54
Assets
Total long-lived assets	294		294		409
Total assets	$ 25,236		$ 25,236		$ 34,907

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Stockholders' Equity

Stockholders' Equity

Note 11. Stockholders’ Equity

Warrants

The following table represents the activity related to the Company’s warrants during the six months ended June 30, 2023.


		Weighted average		Exercise
	No. of Warrants	exercise price		price range
December 31, 2022	1,172,088	$	2.00	$	1.7 - 2.125
Granted	—		—
Exercised	—		—
Expired	(1,168,088)		2.01	$	1.7 - 2.125
June 30, 2023	4,000	$	2.125	$	2.125

Share Repurchase Program

On August 31, 2021, the Company’s board of directors initially authorized a stock repurchase program that permitted the purchase and repurchase of up to 15 million shares of its common stock through September 15, 2022. In May 2022, the Board increased the share repurchase program by an additional 10 million shares and extended its effectiveness through September 15, 2023. Under this stock repurchase program, management has discretion in determining the conditions under which shares may be purchased from time to time. The program does not require us to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without prior notice. Under the program, the Company purchased 8,480,850 shares for $12,116 and retired 7,142,446 of these purchased shares during the six months ended June 30, 2022, and the remaining 1,338,404 shares were retired on August 3, 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Stock-based Compensation

In September 2020, the Board of Directors approved a new stock-based compensation plan available to grant stock options, restricted stock and Restricted Stock Units (“RSU’s”) aggregating to 5,000,000 shares of Common Stock, to the

Company’s directors, employees and consultants. Shareholder approval of the plan was subsequently obtained on October 28, 2020. On October 4, 2022, shareholders approved the amendment to the 2020 Plan to increase the number of shares authorized for issuance under the 2020 Plan by 7,500,000 shares of Common Stock to an aggregate of 12,500,000 shares. Under the 2020 Equity Incentive Plan (the “2020 Plan”), a maximum of 4,321,334 shares of Common Stock may be issued as of June 30, 2023. The Company’s previous Employee, Director and Consultant Equity Incentive Plan (the “2012 Plan”) was terminated upon receipt of shareholder approval of the 2020 Plan.

Awards granted under the 2012 Plan remain in effect pursuant to their terms. Generally, stock options are granted with exercise prices equal to the fair market value on the date of grant, vest in four equal quarterly installments, and expire 10 years from the date of grant. RSU’s granted generally vest over a period of one year.

In September 2020, XpresTest created a stock-based compensation plan available to grant stock options, Restricted Stock Awards (“RSAs”) and RSU’s to XpresTest’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest common stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of June 30, 2023. Certain named executive officers, consultants, and directors of the Company are eligible to participate in the XpresTest Plan. As of June 30, 2023, there is $144 of unrecognized stock-based compensation related to the XpresTest Plan.

The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past.

The following variables were used as inputs in the model:


Share price of the Company’s Common Stock on the grant date:	$	0.36 - 0.41
Exercise price:	$	0.36 - 0.41
Expected volatility:		119.41-121.04	%
Expected dividend yield:		0	%
Annual average risk-free rate:		3.65 - 3.96	%
Expected term:		6.32 - 6.41	years

Total stock-based compensation for the three months ended June 30, 2023 and 2022 is $626 and $1,320, respectively, and for the six months ended June 30, 2023 and 2022 is $1,238 and $2,863, respectively. The Company had $2,437 and $2,506 of unrecognized stock-based compensation related to the XWELL Stock Options, as of June 30, 2023 and December 31, 2022, respectively.

The following table sets forth the Company’s Equity Incentive activities for the six months ended June 30, 2023:


	RSUs			XpresTest RSAs			Stock options
		Weighted			Weighted			Weighted
		average			average			average		Exercise
	No. of	grant date		No. of	grant date		No. of	exercise		price
	RSUs	fair value		RSAs	fair value		options	price		range
Outstanding as of December 31, 2022	281,250	$	0.65	5.00	$	47,570	4,830,029	$	2.00	$	0.65 - 2,460
Granted	238,888		0.32	—		—	2,886,388		0.40		0.36 - 0.41
Exercised/Vested	(187,500)		0.65	—		—	—		—
Forfeited	—		—	—		—	(49,919)		1.32		0.40 - 1.61
Expired	—		—	—		—	(24,801)		11.75		1.53 - 1,908
Outstanding as of June 30, 2023	332,638	$	0.41	5.00	$	47,570	7,641,697	$	1.37	$	0.36 - 2,460
Exercisable as of June 30, 2023							3,962,957	$	1.66	$	0.40- 2,460

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details