UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Director
On August 3, 2026, Ezra T. Ernst, the President, Chief Executive Officer and director of XWELL, Inc. (the “Company”), notified the Company of his resignation as a director of the Company’s Board of Directors (the “Board”) and all committees of the Board thereto, effective as of the same date. Mr. Ernst’s resignation from the Board was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Ernst will continue to serve as President and Chief Executive Officer of the Company.
Appointment of Director
On August 3, 2026, the Board appointed Gerard Reid as a director of the Board, effective as of the same date, to fill the vacancy resulting from Mr. Ernst’s resignation. Mr. Reid will be entitled to participate in the Company’s compensation policy for non-employee directors, which consists of an annual fee, payable in cash, of $35,000 per year for service on the Board.
There are no arrangements or understandings between Mr. Reid and any other persons pursuant to which he was selected to serve on the Board. In addition, there are no transactions between the Company and Mr. Reid or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 7.01 | Regulation FD Disclosure. |
On August 5, 2026, the Company issued a press release announcing the resignation of Mr. Ernst from the Board and the appointment of Mr. Reid to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated August 5, 2026 (furnished pursuant to Item 7.01). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2026
| XWELL, Inc. | |||
| By: | /s/ Ezra T. Ernst | ||
| Name: | Ezra T. Ernst | ||
| Title: | President and Chief Executive Officer | ||