| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
XWELL |
| (c) | Address of Issuer's Principal Executive Offices:
254 West 31st Street, 11th Floor, New York,
NEW YORK
, 10001. |
Item 1 Comment:
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 18, 2026 (the "Original Schedule 13D"). Except as specifically amended and supplemented herein, the Original Schedule 13D remains in full force and effect. |
| Item 2. | Identity and Background |
|
| (a) | American Ventures LLC, Series XXIV XWELL ("Series XXIV XWELL"), a Delaware series limited liability company, directly owns 993,617 shares of common stock, 30,866 shares of Series H Convertible Preferred Stock convertible into 65,713,478 shares of the Issuer's common stock and 66,666,669 warrants exercisable into 66,666,669 shares of the Issuer's common stock, both subject to the Beneficial Ownership Limitation. Dominari Holdings Inc. ("DOMH"), a Delaware corporation, directly owns 5,248,000 warrants exercisable into 5,248,000 shares of the Issuer's common stock subject to the Beneficial Ownership Limitation. American Ventures Management LLC ("AV Management"), a Delaware limited liability company, is the manager of Series XXIV XWELL. American Ventures IM LLC ("AV IM"), a Delaware limited liability company, is the investment manager of Series XXIV XWELL. DOMH is the majority member of AV Management and AV IM that controls the voting power and dispositive power over securities of the Issuer held by entities managed or controlled by AV Management and/or AV IM. Eric Newman ("Mr. Newman") is the manager of both AV Management and AV IM. Anthony Hayes ("Mr. Hayes") is the Chief Executive Officer, a director and Chairman of the board of directors of DOMH. AV Management, AV IM, DOMH, Mr. Newman and Mr. Hayes share voting and dispositive power over the securities held by Series XXIV XWELL. As a result, each of AV Management, AV IM, DOMH, Mr. Newman, and Mr. Hayes may be deemed to indirectly beneficially own the securities held by Series XXIV XWELL. Each of AV Management, AV IM, DOMH, Mr. Newman, and Mr. Hayes disclaim beneficial ownership over any securities held by the Series XXIV XWELL other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. Mr. Hayes has voting and dispositive power over the securities held by DOMH and disclaims beneficial ownership over any securities held by DOMH other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. Series XXIV XWELL, DOMH, AV Management, AV IM, Mr. Newman, and Mr. Hayes are the reporting persons in this Schedule 13D (the "Reporting Persons"). |
| (b) | AV Management, Series XXIV XWELL, AV IM, and Mr. Newman have a principal business office at 3835 PGA Blvd., Suite 103, Palm Beach Gardens, Florida 33410. DOMH and Mr. Hayes have a principal business office at 725 Fifth Avenue, 22nd Floor, New York, New York 10022. |
| (c) | The principal business of Series XXIV XWELL, AV Management, and AV IM is private investments. The principal business of DOMH is wealth management, investment banking, sales and trading, and asset management. The principal employment of Messrs. Hayes and Newman are set forth in Item 2(a) above. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Series XXIV XWELL, DOMH, AV Management, and AV IM are organized under the laws of the State of Delaware. Mr. Newman and Mr. Hayes are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Series XXIV XWELL purchased its securities of the Issuer using funds it raised in a private offering of non-voting membership interests in reliance on the exemption provided by Regulation D, Rule 506(b) under the Securities Act of 1933. No funds used for such purchases were borrowed.
DOMH did not use any funds to acquire the 5,248,000 warrants reported herein. DOMH received the 5,248,000 warrants to purchase 5,248,000 shares of the Issuer's common stock as compensation for services rendered to the Issuer in connection with acting as placement agent for a securities offering conducted by the Issuer.
No additional funds or other consideration were paid in connection with the conversion of 467 shares of Series H Convertible Preferred Stock into 993,617 shares of common stock on September 8, 2026. The conversion was effected pursuant to the terms of the Certificate of Designation at a conversion price of $0.47 per share of common stock (stated value of $1,000 per share of Series H Convertible Preferred Stock divided by the conversion price of $0.47). |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons acquired the securities described herein for investment purposes. The Reporting Persons may engage in discussions with the Issuer's management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including possible merger and acquisition opportunities. The Reporting Persons may from time to time make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities. The Reporting Persons are in discussions with third parties that may result in one of the actions described in Item 4(a)-(j) above, however there are currently no definitive agreements to undertake such actions. Additionally, the Reporting Persons may continue to review and consider other opportunities that may present themselves from time to time, depending on various factors, including the Issuer's financial position, the price level of the securities, conditions in the securities markets, general economic and industry conditions, or other factors.
On July 7, 2026, the Reporting Persons delivered notice to the Issuer to increase the Beneficial Ownership Limitation applicable to the Series H Convertible Preferred Stock from 4.99% to 9.99%, effective on the 61st day following delivery of such notice (September 7, 2026). On September 8, 2026, the Reporting Persons converted 467 shares of Series H Convertible Preferred Stock into 993,617 shares of the Issuer's common stock, resulting in the Reporting Persons beneficially owning 9.975% of the Issuer's outstanding common stock.
Concurrently with the execution of a Securities Purchase Agreement, dated July 6, 2026 (the "Purchase Agreement"), by and among the Issuer (seller), XpresSpa Holdings, LLC, XpresTest, Inc., and Express Wellness Group, LLC ("Buyer"), the Reporting Persons entered into a Support Agreement, dated as of July 6, 2026 (the "Support Agreement"), with Buyer. Pursuant to the Support Agreement, the Reporting Persons agreed, among other things, to vote all of their shares of common stock and any shares of common stock issued upon conversion of the Series H Convertible Preferred Stock in favor of the approval and adoption of the Purchase Agreement and the transactions contemplated thereby, subject to the terms and conditions of the Support Agreement. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on each of the cover pages hereto, subject to the Beneficial Ownership Limitation. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Exchange Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer. |
| (b) | (i) sole power to vote or to direct the vote: See Item 7 on the cover pages hereto.
(ii) shared power to vote or to direct the vote: See Item 8 on the cover pages hereto.
(iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover pages hereto.
(iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover pages hereto. Each of (b)(i), (ii), (iii), and (iv) subject to the Beneficial Ownership Limitation.
Series XXIV XWELL and DOMH are the record and direct beneficial owners of the securities covered by this Schedule 13D. Series XXIV XWELL and DOMH will have, upon conversion or exercise, as applicable, the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) their respectively to be owned shares of common stock. As the manager of AV Management and AV IM (respectively, the manager and investment manager of Series XXIV XWELL), Mr. Newman may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of common stock that may be owned by Series XXIV XWELL. Mr. Newman, AV Management, and AV IM do not own any shares of common stock directly and disclaim beneficial ownership of any shares of common stock that may be owned by Series XXIV XWELL. As the Chief Executive Officer, a director and Chairman of the board of directors of DOMH (the majority member of Series XXIV XWELL), Mr. Hayes may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of common stock that may be owned by Series XXIV XWELL and DOMH. Mr. Hayes does not own any shares of common stock directly and disclaims beneficial ownership of any shares of common stock that may be owned by Series XXIV XWELL and DOMH. As of the date hereof, the Reporting Persons beneficially own 993,617 shares of common stock of the Issuer as a result of the conversion described in Item 4. |
| (c) | Except as set forth in Items 3 and 4 of this Schedule 13D, no Reporting Person has, to the best of each Reporting Person's knowledge, engaged in any transaction with respect to the shares of common stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D. |
| (d) | Other than the members of American Ventures LLC, Series XXIV XWELL, which is a private investment fund exempt from the registration requirements of the Investment Company Act of 1940, the Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities described herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On July 6, 2026, the Reporting Persons entered into a Support Agreement with Buyer in connection with the Purchase Agreement described in Item 4 above. Pursuant to the Support Agreement, the Reporting Persons agreed, among other things, to (a) vote all of their Stockholder Securities (as defined in the Support Agreement) in favor of the approval and adoption of the Purchase Agreement and the transactions contemplated thereby, including the sale of the purchased equity interests, and against any alternative transaction, (b) grant Buyer a conditional irrevocable proxy to vote such shares in favor of the Purchase Agreement if the Reporting Persons fail to comply with their voting obligations, (c) not transfer the Stockholder Securities (subject to certain exceptions), (d) not solicit alternative transactions, and (e) increase the beneficial ownership limitation under the certificate of designations governing the Series H Convertible Preferred Stock from 4.99% to 9.99% and convert shares of Series H Convertible Preferred Stock into common stock to enable the Reporting Persons to vote such shares at the stockholders' meeting called to approve the Purchase Agreement. The Support Agreement terminates upon the earliest of (i) the valid termination of the Purchase Agreement, (ii) the closing of the transactions contemplated by the Purchase Agreement, (iii) the written consent of the parties, (iv) a Valid Adverse Recommendation Change (as defined in the Support Agreement), or (v) any amendment to the Purchase Agreement that is materially adverse to the Reporting Persons without their consent. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Other than as set forth herein, there are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer reported herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Joint Filing Agreement (filed herewith).
Exhibit 99.2 Support Agreement, dated as of July 6, 2026, by and between Express Wellness Group, LLC and American Ventures LLC, Series XXIV XWELL (filed herewith). |
