Ezra Ernst - Jan 14, 2022 Form 4/A - Amendment Insider Report for XWELL, Inc. (XWEL)

Role: CEO XprsTst, Exc VP XprsSp Gp
Signature: /s/ Cara Soffer, Attorney-in-Fact for Ezra Ernst
Stock symbol: XWEL
Transactions as of: Jan 14, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 7/21/2023, 04:13 PM
Date Of Original Report: Jan 19, 2022
Next filing: Jun 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XWEL	Common Stock	Other		+55.2K	+552.49%		65.2K	Jan 14, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were omitted from the reporting person's Form 4 filed on January 19, 2022, and were omitted from one subsequent Form 4 filed by the reporting person on June 21, 2022. The number of shares of common stock reflected in such subsequent Form 4 filed by the reporting person should be deemed adjusted accordingly.
F2	The reporting person acquired these securities on January 14, 2022, as consideration for the reporting person's equity interest in gcg Connect, LLC, d/b/a HyperPointe, which XWELL, Inc. acquired on January 14, 2022. The Membership Interests Purchase Agreement provides that the former equity holders may receive up to an additional $7.5 million in cash or 4,143,647 shares of XWELL common stock (or combination thereof) if certain earn-out milestones are achieved during an earnout period ending on the third anniversary of the date of the acquisition agreement. The reporting person's right to receive additional consideration pursuant to this earn-out right became fixed and irrevocable on January 14, 2022, the closing date of the acquisition.

Content

These shares were omitted from the reporting person's Form 4 filed on January 19, 2022, and were omitted from one subsequent Form 4 filed by the reporting person on June 21, 2022. The number of shares of common stock reflected in such subsequent Form 4 filed by the reporting person should be deemed adjusted accordingly.

The reporting person acquired these securities on January 14, 2022, as consideration for the reporting person's equity interest in gcg Connect, LLC, d/b/a HyperPointe, which XWELL, Inc. acquired on January 14, 2022. The Membership Interests Purchase Agreement provides that the former equity holders may receive up to an additional $7.5 million in cash or 4,143,647 shares of XWELL common stock (or combination thereof) if certain earn-out milestones are achieved during an earnout period ending on the third anniversary of the date of the acquisition agreement. The reporting person's right to receive additional consideration pursuant to this earn-out right became fixed and irrevocable on January 14, 2022, the closing date of the acquisition.