Restatement of Previously Issued Financial Statements | Note 19. Restatement of Previously Issued Financial Statements (Unaudited) In connection with the preparation of the Company’s annual 10-K for the year ended December 31, 2023, the Company concluded that in the prior quarter it had not appropriately accounted for the impairment of long-lived assets. These errors led to an understatement of impairment expenses and an overstatement of long-lived assets during the impacted periods. The Company’s management and in agreement with the audit committee have determined that the previously issued unaudited financial statements for the three and nine-month period ended September 30, 2023 “the Affected period” should no longer be relied upon due to this error and require restatement. The financial effect of this error from previously reported information for the quarter ended September 30, 2023, resulted in an increase in net loss of $1,613, primarily as a result of additional impairment expense The following presents a reconciliation of the impacted financial statements as filed to the restated amounts as of September 30, 2023. The previously reported amounts reflect those included in the filing of the Company’s Quarterly Report on Form 10-Q as of and for the period ended September 30, 2023, filed with the SEC on November 14, 2023. The amounts labelled as “Restated” represent the effects of this restatement due to additional impairment expense on the Company’s Treat segment right-of-use and fixed assets. Restatement As Filed Adjustments As restated September 30, September 30, September 30, 2023 2023 2023 (unaudited) (unaudited) (unaudited) Current assets Cash and cash equivalents $ 4,827 $ — $ 4,827 Marketable Securities 21,311 — 21,311 Accounts receivable 1,193 — 1,193 Inventory 968 — 968 Other current assets 1,663 — 1,663 Total current assets 29,962 — 29,962 Restricted cash 751 — 751 Property and equipment, net 3,801 (1,096) 2,705 Intangible assets, net 2,174 — 2,174 Operating lease right of use assets, net 6,075 (517) 5,558 Other assets 1,787 — 1,787 Total assets $ 44,550 $ (1,613) $ 42,937 Current liabilities Accounts payable $ 1,511 $ — $ 1,511 Accrued expenses and other current liabilities 4,198 — 4,198 Current portion of operating lease liabilities 2,375 — 2,375 Deferred revenue 73 — 73 Total current liabilities 8,157 — 8,157 Long-term liabilities Operating lease liabilities 9,123 — 9,123 Total liabilities 17,280 — 17,280 Commitments and contingencies (see Note 13) Equity Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 4,174,381 and 4,161,613 shares issued outstanding 42 — 42 Additional paid-in capital 470,270 — 470,270 Accumulated deficit (449,269) (1,613) (450,882) Accumulated other comprehensive loss (1,642) — (1,642) Total equity attributable to XWELL, Inc. 19,401 (1,613) 17,788 Noncontrolling interests 7,869 — 7,869 Total equity 27,270 (1,613) 25,657 Total liabilities and equity $ 44,550 $ (1,613) $ 42,937 Restatement Restatement As Filed Adjustments As Restated As Filed Adjustments As Restated Three months Three months Three months Nine months Nine months Nine months ended ended ended ended ended ended September 30, September 30, September 30, September 30 September 30 September 30 2023 2023 2023 2023 2023 2023 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue, net Patient services revenue $ — $ — $ — $ 148 $ — $ 148 Services 6,709 — 6,709 20,485 — 20,485 Products 747 — 747 2,044 — 2,044 Other 12 — 12 29 — 29 Total revenue, net 7,468 — 7,468 22,706 — 22,706 Cost of sales Labor 4,462 — 4,462 13,609 — 13,609 Occupancy 1,063 — 1,063 3,237 — 3,237 Products and other operating costs 852 — 852 3,057 — 3,057 Total cost of sales 6,377 — 6,377 19,903 — 19,903 Gross Profit 1,091 — 1,091 2,803 — 2,803 Depreciation and amortization 590 — 590 1,770 — 1,770 Impairment of long-lived assets 6,782 1,096 7,878 6,782 1,096 7,878 Impairment of operating lease right-of-use assets — 517 517 — 517 517 Loss on disposal of assets 16 — 16 34 — 34 Advertising and promotion expense 313 — 313 628 — 628 IT/Hosting services 273 — 273 1,186 — 1,186 Other general and administrative expenses 3,593 — 3,593 13,891 — 13,891 Total operating expenses 11,567 1,613 13,180 24,291 1,613 25,904 Operating loss (10,476) (1,613) (12,089) (21,488) (1,613) (23,101) Interest income, net 105 — 105 334 — 334 Foreign exchange remeasurement gain/(loss) 366 — 366 (690) — (690) Gain on Securities, realized and unrealized 225 — 225 703 — 703 Other non-operating expense, net (198) — (198) (345) — (345) Loss before income taxes (9,978) (1,613) (11,591) (21,486) (1,613) (23,099) Income tax expense — — — — — — Net loss (9,978) (1,613) (11,591) (21,486) (1,613) (23,099) Net (income) loss attributable to noncontrolling interests 60 — 60 329 — 329 Net loss attributable to XWELL, Inc. $ (9,918) $ (1,613) $ (11,531) $ (21,157) $ (1,613) $ (22,770) Net loss $ (9,978) $ (1,613) $ (11,591) $ (21,486) $ (1,613) $ (23,099) Other comprehensive loss (514) — (514) (1,108) — (1,108) Comprehensive loss from continuing operations (10,492) (1,613) (12,105) (22,594) (1,613) (24,207) Comprehensive loss $ (10,492) $ (1,613) $ (12,105) $ (22,594) $ (1,613) $ (24,207) Loss per share Basic and diluted loss per share* $ (2.38) $ (0.39) $ (2.76) $ (5.07) $ (0.39) $ (5.46) Weighted-average number of shares outstanding during the period Basic and diluted* 4,173,894 4,173,894 4,173,894 4,170,629 4,170,629 4,170,629 Diluted 4,173,894 4,173,894 4,173,894 4,170,629 4,170,629 4,170,629 * Adjusted to reflect the impact of the 1 Accumulated Additional other Total Non- Common stock Treasury Stock paid- Accumulated comprehensive Company controlling Total Shares* Amount Shares* Amount in capital deficit loss equity interests equity December 31, 2022 4,161,613 $ 42 — — $ 468,530 $ (428,112) $ (534) $ 39,926 $ 8,023 $ 47,949 Issuance of restricted stock units 6,015 — — — — — — — — — 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) March 31, 2023 4,167,628 $ 42 — $ — $ 469,097 $ (433,621) $ (664) $ 34,854 $ 7,737 $ 42,591 Issuance of restricted stock units 3,297 — — — — — — — — — Stock-based compensation — — — — 603 — — 603 23 626 Distributions to noncontrolling interests — — — — — — — — (120) (120) Foreign currency translation — — — — — — (464) (464) 46 (418) Net loss for the period — — — — — (5,730) — (5,730) 51 (5,679) June 30, 2023 4,170,925 $ 42 — $ — $ 469,700 $ (439,351) $ (1,128) $ 29,263 $ 7,737 $ 37,000 Issuance of restricted stock units 3,456 — — — — — — — — — Stock-based compensation — — — — 567 — — 567 24 591 Grant of stock for services — — — — 3 — — 3 — 3 Contributions from noncontrolling interests — — — — — — — — 150 150 Foreign currency translation — — — — — — (514) (514) 18 (496) Net loss for the period — — — — — (9,918) — (9,918) (60) (9,978) September 30, 2023 as filed 4,174,381 $ 42 — $ — $ 470,270 $ (449,269) $ (1,642) $ 19,401 $ 7,869 $ 27,270 Restatement — — — — — (1,613) — (1,613) — (1,613) September 30, 2023 as restated 4,174,381 $ 42 — $ — $ 470,270 $ (450,882) $ (1,642) $ 17,788 $ 7,869 $ 25,657 * Adjusted to reflect the impact of the 1 Restatement As Filed Adjustments As Restated September 30 September 30 September 30 2023 2023 2023 (unaudited) (unaudited) (unaudited) Cash flows from operating activities Net loss $ (21,486) $ (1,613) $ (23,099) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,770 — 1,770 Impairment of long lived assets 6,782 1,613 8,395 Foreign currency remeasurement loss 690 — 690 Loss on disposal of assets 34 — 34 Gain on lease termination (821) — (821) Unrealized gain on marketable securities (668) — (668) Amortization of operating lease right of use asset 1,163 — 1,163 Stock-based compensation 1,832 — 1,832 Loss on equity investment 53 — 53 Changes in assets and liabilities: Decrease in inventory 192 — 192 Decrease (increase) in accounts receivable 1,665 — 1,665 Increase in other assets, current and non-current (336) — (336) Increase in deferred revenue (266) — (266) Increase in other liabilities, current and non-current (3,226) — (3,226) Decrease in accounts payable (251) — (251) Net cash used in operating activities (12,873) — (12,873) Cash flows from investing activities Acquisition of property and equipment (1,639) — (1,639) Investment in marketable securities (1,991) — (1,991) Sale of marketable securities 4,500 — 4,500 Acquisition of Naples Wax (1,574) — (1,574) Acquisition of intangibles (468) — (468) Net cash used in investing activities (1,172) — (1,172) Cash flows from financing activities Contributions from noncontrolling interests 150 — 150 Payments for shares withheld on vesting (22) — (22) Distributions to noncontrolling interests (120) — (120) Net cash provided by (used in) financing activities 8 — 8 Effect of exchange rate changes on cash, cash equivalents and restricted cash (174) — (174) Decrease in cash, cash equivalents and restricted cash (14,211) — (14,211) Cash, cash equivalents, and restricted cash at beginning of the period 19,789 — 19,789 Cash, cash equivalents, and restricted cash at end of the period $ 5,578 $ — $ 5,578 Cash paid for Income taxes $ 142 $ — $ 142 Non-cash investing and financing transactions Capital expenditures included in Accounts payable, accrued expenses and other current liabilities $ 197 $ — $ 197 |