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 2024-04-15

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___ to ___

 Commission file number 001-34785

 XWELL, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 20-4988129

 (State or other jurisdiction of incorporation or

 organization)

 (I.R.S. Employer Identification No.)

 254 West 31st Street, 11th Floor

 New York, NY

 10001

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: ( 212)- 750-9595

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

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock, par value $0.01 per share

 XWEL

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of " large accelerated filer, " " accelerated filer, " " smaller reporting
company, " and " emerging growth company " in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. x

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x

 The aggregate market value of the registrant's
voting common stock held by non-affiliates of the registrant, as of June 30, 2023, the last business day of the registrant's most
recently completed second quarter, was $ 16,663,729 computed by reference to the closing sale price of $4.00 per share on the Nasdaq Stock
Market LLC on June 30, 2023. The registrant does not have any non-voting common stock.

 As of April 15, 2024, 4,183,435 shares of the
registrant's common stock are outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Certain information required by Part III will
be included in an amendment to this Annual Report on Form 10-K within 120 days of December 31, 2023.

 Auditor Name:

 Auditor Location:

 Auditor Firm ID:

 Marcum LLP

 East Hanover, NJ.

 PCAOB ID # 688

 EXPLANATORY NOTE

 This Amendment No. 1 (the "Amendment No.
1") to the Annual Report on Form 10-K of XWELL, Inc. (the "Company") for the year ended December 31, 2023, as filed
with the Securities and Exchange Commission on April 16, 2024 (the "Original Form 10-K") is being filed solely to replace
the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, which inadvertently included the incorrect
signatories thereto.

 Except as otherwise expressly noted herein, this
Amendment No. 1 does not modify or update in any way the Original Form 10-K, nor does it reflect events occurring after the filing of
the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1) No financial statements are filed with this Amendment No. 1.
These items were included as part of the Original Form 10-K.

 (a)(2) None.

 (a)(3) Exhibits. The following exhibits
are filed as part of, or incorporated by reference into, this Amendment No. 1 to the Original Form 10-K.

 Exhibits Index

 Exhibit
 No.

 Description

 31.1*

 Certification of Principal Executive Officer pursuant to Exchange
Act, Rules 13a - 14(a) and 15d - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer pursuant to Exchange
Act, Rules 13a - 14(a) and 15d - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32**

 Certifications of Principal Executive Officer and Principal Financial
Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 XWELL, INC Incentive Compensation
Recovery Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 * Filed herewith.

 ** Furnished herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to
be signed on its behalf by the undersigned thereunto, duly authorized on the 17th day of April 2024.

 XWELL, Inc.

 By:

 /s/ SCOTT R. MILFORD

 Scott R. Milford

 Chief Executive Officer

 (Principal Executive Officer)

 XWELL, Inc.

 By:

 /s/ SUZANNE A. SCRABIS

 Suzanne A. Scrabis

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of Securities Exchange
Act of 1934, this Amendment No. 1 to the Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant
and in the capacities indicated below and on the dates indicated.

 Signature

 Title

 Date

 /s/ SCOTT R. MILFORD

 Chief Executive Officer and Director (Principal

 Scott R. Milford

 Executive Officer)

 /s/ SUZANNE A. SCRABIS

 Chief Financial Officer (Principal Financial and

 Suzanne A. Scrabis

 Accounting Officer)

 /s/ BRUCE T. BERNSTEIN

 Director

 Bruce T. Bernstein

 /s/ ROBERT WEINSTEIN

 Director

 Robert Weinstein

 /s/ MICHAEL LEBOWITZ

 Director

 Michael Lebowitz

 /s/ GAELLE WIZENBERG

 Director

 Gaelle Wizenberg