8-K
filed February 25, 2026, 6:59 PM ET
ticker XWEL
CIK 0001410428
other material
confidence high
sentiment negative
materiality 0.85
XWELL raises ~$31.3M via Series H convertible preferred and warrants; repurchases $9M of existing securities
XWELL, Inc.
- Gross proceeds ~$31.3M from sale of 31,333 Series H convertible preferred shares (convertible at $0.47/sh) and 66.7M warrants (exercise $0.345/sh, 3yr).
- Uses $9M of proceeds to repurchase $5.96M notes, redeem all Series G preferred, and redeem 8.8M warrants from institutional investors.
- Remaining proceeds for general corporate purposes and working capital.
- Board grants 100,000 shares restricted stock to each of five directors (500,000 total), vesting 30 days after closing.
- Dominari Securities LLC acted as exclusive placement agent; receives 8% fee and warrants for 8% of shares underlying securities.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
XWELL, Inc. issued 31,333 shares of preferred stock to a certain accredited investor for gross proceeds ... approximately $31.3 million.
- Security
- preferred stock
- Shares
- 31,333 shares
- Purchaser
- a certain accredited investor
- Consideration
- gross proceeds ... approximately $31.3 million
Exact text from the filing
(the “Closing Date”), subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Private Placement are expected to be approximately $31.3 million, before estimated offering fees and expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for the Repurchase
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
XWELL, Inc. issued warrants to purchase up to 66,666,669 shares of warrant to a certain accredited investor for initial exercise price of $0.345 per share.
- Security
- warrant
- Shares
- warrants to purchase up to 66,666,669 shares
- Purchaser
- a certain accredited investor
- Consideration
- initial exercise price of $0.345 per share
Exact text from the filing
warrants (“Warrants”) to purchase up to 66,666,669 shares of Common Stock, at an initial exercise price of $0.345 per share
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
XWELL, Inc. entered into Placement Agency Agreement with Dominari Securities LLC valued at Cash fee of 8% of gross proceeds, expense reimbursement up to $250,000, and Placement Agent Warrants (effective 2026-02-24).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Dominari Securities LLC
- Value
- Cash fee of 8% of gross proceeds, expense reimbursement up to $250,000, and Placement Agent Warrants
- Effective
- 2026-02-24
Exact text from the filing
In connection with the Private Placement, pursuant to a placement agency agreement (the “Placement Agency Agreement”), dated as of February 24, 2026, by and between the Company and Dominari Securities LLC (the “Placement Agent”), the Company engaged the Placement Agent to act as an exclusive placement agent in connection with the Private Placement and agreed to (i) pay to the Placement Agent (a) a cash fee equal to 8% of the gross proceeds of the Private Placement and (b) reimbursements and payments of certain expenses, including non-accountable expense allowance equal to 1% of the gross proceeds raised in the Private Placement and reasonable out-of-pocket expenses, not to exceed $250,000, and (ii) issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase up to an aggregate number of shares of Common Stock equal to 8% of the aggregate number of shares of Common Stock underlying the securities issued in the Private Placement, with terms identical to the Warrants
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
XWELL, Inc. entered into Private Placement Securities Purchase Agreement with a certain accredited investor (the Purchaser) valued at Issuance and sale of 31,333 shares of Series H Convertible Preferred Stock (convertible into up to 6 (effective 2026-02-24).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- a certain accredited investor (the Purchaser)
- Value
- Issuance and sale of 31,333 shares of Series H Convertible Preferred Stock (convertible into up to 6
- Effective
- 2026-02-24
Exact text from the filing
On February 24, 2026, XWELL, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain accredited investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of an aggregate of (i) 31,333 shares of the Company’s newly-designated Series H Convertible Preferred Stock, with a par value of $0.01 per share and a stated value of $1,000 per share, initially convertible into up to 66,666,669 shares of the Company’s common stock (“Conversion Shares”), par value $0.01 per share (“Common Stock”), at an initial conversion price of $0.47 per share (the “Preferred Stock”), subject to adjustment for certain customary adjustments, and (ii) warrants (“Warrants”) to purchase up to 66,666,669 shares of Common Stock, at an initial exercise price of $0.345 per share, subject to adjustment for certain customary adjustments.
View on SEC.gov
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