Note 3. Net earnings/(loss) per Share of Common Stock

The table below presents the computation of basic and diluted (losses)/net earnings per common share:

Year ended

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Basic numerator:

 

  ​

 

  ​

Net loss attributable to XWELL, Inc.

$

(16,991)

$

(16,853)

Less: preferred stock dividends

 

(509)

 

Less: preferred stock accretion

(4,000)

Less: deemed dividend on warrant exchange

(2,334)

Less: deemed dividend on Exchange of Series G Preferred Stock

(4,399)

Net loss attributable to common shareholders

$

(28,233)

$

(16,853)

Basic denominator:

 

 

Basic weighted average shares outstanding

 

5,560,015

 

4,610,940

Basic loss per share

$

(5.08)

$

(3.66)

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

 

921,267

 

539,799

Unvested RSUs to issue an equal number of shares of Common Stock

 

55,000

 

30,000

Series A and Series B warrants to purchase shares of Common Stock

 

9,045,000

 

Series G Convertible Preferred Stock on an as converted basis

 

379,640

 

Convertible notes payable on an as converted basis

 

4,303,880

 

Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders

 

14,704,787

 

569,799

In accordance with ASC 260, 35,000 RSUs that were fully vested on December 31, 2025 were included in basic and dilutive earnings per share as there were no remaining contingencies for these shares to be issued as of December 31, 2025.

Historical Timeline

Fiscal YearFiled
2025Apr 1, 2026Showing above
2024Apr 15, 2025

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.