XWELL Announces Approximately $31.3 Million Private Placement Priced At The Market Under Nasdaq Rules

XWELL (Nasdaq: XWEL) entered a private placement priced at the market expected to raise approximately $31.3 million gross.

Rhea-AI Summary

XWELL (Nasdaq: XWEL) entered a private placement priced at the market expected to raise approximately $31.3 million gross. The deal sells ~31,333 Series H preferred (stated value $1,000) convertible into 66,666,669 common shares at $0.47 and warrants for up to 66,666,669 common shares exercisable at $0.345, expiring three years after issuance.

Closing is expected on or about Feb 26, 2026. Proceeds will repurchase notes (~$5.96M), redeem Series G preferred and certain warrants for an aggregate $9.0M, with remaining proceeds for general corporate and working capital. Dominari Securities acted as placement agent. Registration rights will be filed to register resale of the issued securities.

Positive

• Gross proceeds of approximately $31.3M expected
• Agreed registration rights to enable resale of issued securities
• $9.0M earmarked to redeem Series G preferred and certain warrants

Negative

• Potential dilution: 66,666,669 shares convertible plus 66,666,669 warrant shares
• Warrants exercisable at $0.345 could increase share overhang for three years
• Significant cash used to repurchase notes and redeem securities reduces liquidity cushion

Argus Feb 25 session

+220.11% close to close Open Argus

Details

News Market Reaction – XWEL

In the Feb 25 session, XWEL gained 220.11%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +220.1% in the session following this news. A strong positive reaction aligns with ...

Analysis

The stock surged +220.1% in the session following this news. A strong positive reaction aligns with the company securing new capital of approximately $31.3 million to restructure obligations and fund operations. Historically, XWEL’s only similar private placement on Jan 15, 2025 led to a -4.35% move, so a sustained advance would have contrasted with that pattern. Investors would likely have weighed dilution from 66,666,669 conversion shares and matching warrants against balance sheet de‑risking.

Key Figures

Private placement gross proceeds: approximately $31.3 million Series H preferred shares: approximately 31,333 shares Stated value per preferred share: $1,000 per share +5 more

Private placement gross proceeds

approximately $31.3 million

Expected gross proceeds before fees

Series H preferred shares

approximately 31,333 shares

Series H Convertible Preferred Stock issued

Stated value per preferred share

$1,000 per share

Series H Convertible Preferred Stock

Conversion shares

66,666,669 shares

Common stock issuable upon Series H conversion

Conversion price

$0.47 per share

Initial conversion price of Series H preferred

Warrant shares

66,666,669 shares

Common stock underlying private placement warrants

Warrant exercise price

$0.345 per share

Exercise price of private placement warrants

Cash for warrant redemptions

$9,000,000

Aggregate cash purchase price to redeem warrants for 8,800,000 shares

Previous Private placement Reports

1 past event · Latest: Jan 15

Same Type 1 event

1. Jan 15

   Private placement financing

   24h Move

   -4.3%

   Announced $4M private placement of Series G preferred stock and warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreement, private placement, convertible preferred stock, warrants, +3 more

7 terms

securities purchase agreement financial

"today announced that it has entered into a securities purchase agreement with a series of American Ventures"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"in a private placement that is expected to result in gross proceeds to the Company"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

convertible preferred stock financial

"shares of Series H Convertible Preferred Stock, with a stated value of $1,000 per share"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

warrants financial

"and (ii) accompanying warrants to purchase up to 66,666,669 shares of the Company’s common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"warrants issued in the private placement will be exercisable immediately at an exercise price of $0.345 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration rights agreement regulatory

"entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

registration statement regulatory

"agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Feb. 24, 2026 (GLOBE NEWSWIRE) -- XWELL, Inc. (Nasdaq: XWEL) ("XWELL" or the "Company"), a provider of wellness and biosecurity solutions, today announced that it has entered into a securities purchase agreement with a series of American Ventures, LLC in a private placement that is expected to result in gross proceeds to the Company of approximately $31.3 million, before deducting placement agent fees and offering expenses.

The private placement consists of the sale of, (i) approximately 31,333 shares of Series H Convertible Preferred Stock, with a stated value of $1,000 per share, convertible into an aggregate of 66,666,669 shares of common stock of the Company at an initial conversion price of $0.47 per share, and (ii) accompanying warrants to purchase up to 66,666,669 shares of the Company’s common stock. The warrants issued in the private placement will be exercisable immediately at an exercise price of $0.345 per share and will expire three years from the date of issuance. The private placement was priced at the market under Nasdaq rules.

The private placement is expected to close on or about February 26, 2026, subject to satisfaction of customary closing conditions.  

The Company intends to use net proceeds from the private placement to (i) repurchase from certain institutional investors $5,955,583.21 of aggregate principal amount of certain notes, (ii) redeem the Company’s Series G Preferred Stock and (ii) redeem certain outstanding warrants to purchase up to 8,800,000 shares of common stock held by certain institutional investors, for an aggregate cash purchase price of $9,000,000. The remainder of the proceeds will be used for general corporate operating expenses and working capital needs.

Dominari Securities acted as the exclusive placement agent for the private placement.

The securities being offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. Concurrently with the execution of the securities purchase agreement, XWELL and the investor entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock issuable upon conversion of the Series H preferred stock and the common stock issuable upon exercise of the unregistered warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About XWELL, Inc.   

XWELL, Inc. (Nasdaq: XWEL) is a global wellness company on a mission to liberate science-proven wellness for all. Through a portfolio of brands that include XpresSpa®, Naples Wax Center®, and XpresCheck®, XWELL delivers accessible, real-world wellness across travel, retail, and clinical settings. For more information on XWELL’s offerings, visit www.XWELL.com. 

Forward-Looking Statements  

This press release may contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: the completion of the private placement and the satisfaction of customary closing conditions related to the private placements, the anticipated use of proceeds therefrom. Forward-looking statements relating to expectations about future results or events are based upon information available to XWELL as of the date of this press release, and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in the Company’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking statements concerning XWELL, or other matters and attributable to XWELL or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XWELL does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.   

Media Contact:
Heather Tidwell
MWW
htidwell@mww.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size and structure of XWEL's February 24, 2026 private placement?

Approximately $31.3 million gross through sale of Series H preferred and warrants. According to the company, the placement includes ~31,333 Series H preferred convertible into 66,666,669 common shares and accompanying warrants for up to 66,666,669 shares.

How many common shares could XWEL issue if Series H preferred converts and warrants are exercised?

Up to 133,333,338 common shares in aggregate from conversion and warrants. According to the company, conversion creates 66,666,669 shares and warrants cover an additional 66,666,669 shares exercisable immediately.

When does the XWEL private placement expect to close and when do the warrants expire?

The transaction is expected to close on or about February 26, 2026 and warrants expire three years after issuance. According to the company, warrants are exercisable immediately at $0.345 per share.

How will XWEL use the net proceeds from the private placement (Nasdaq: XWEL)?

Primarily to repurchase notes, redeem Series G preferred and certain warrants, and for operations. According to the company, $5,955,583.21 will repurchase notes and $9.0M will redeem preferreds and warrants; remainder funds working capital.

Who acted as placement agent and will the newly issued securities be registered for resale?

Dominari Securities acted as exclusive placement agent and the company agreed to file registration. According to the company, a registration rights agreement requires filing a registration statement to register resale of the issued securities.