XWELL raises $31.3 million in private placement

XWELL Inc. (NASDAQ: XWEL) announced it entered into a securities purchase agreement with American Ventures, LLC for a private placement expected to generate gross proceeds of approximately $31.3 million before fees and expenses.

The private placement involves the sale of approximately 31,333 shares of Series H Convertible Preferred Stock at $1,000 per share, convertible into 66,666,669 shares of common stock at $0.47 per share. The transaction also includes warrants to purchase up to 66,666,669 shares of common stock, exercisable immediately at $0.345 per share with a three-year expiration period.

The transaction was priced at market under Nasdaq rules and is expected to close on or about February 26, 2026, subject to customary closing conditions. Dominari Securities served as the exclusive placement agent.

XWELL plans to use net proceeds to repurchase $5,955,583.21 of institutional notes, redeem Series G Preferred Stock, and redeem outstanding warrants for up to 8,800,000 common shares held by institutional investors for $9 million. Remaining proceeds will fund general corporate operating expenses and working capital needs.

The securities have not been registered under the Securities Act of 1933 and cannot be offered or sold without SEC registration or applicable exemptions. XWELL agreed to file a registration statement with the SEC for the resale of shares issuable upon conversion of the preferred stock and warrant exercise.

XWELL operates as a wellness company through brands including XpresSpa, Naples Wax Center, and XpresCheck, delivering services across travel, retail, and clinical settings.

You May Also Be Interested In

• Campbell Soup (CPB) files mixed shelf
• Simulations Plus clears US antitrust review for Altaris deal
• Check-Cap completes 1-for-7 reverse split ahead of MBody AI merger