8-K
filed March 4, 2026, 6:59 PM ET
ticker XWEL
CIK 0001410428
other material
confidence high
sentiment neutral
materiality 0.70
XWELL closes $31.3M private placement of Series H preferred and warrants; repurchases $9M notes
XWELL, Inc.
- Aggregate gross proceeds of $31,333,000 from issuance of 31,333 Series H convertible preferred (conversion price $0.47) and warrants to purchase 66,665,957 common shares (exercise price $0.345).
- Placement agent Dominari Securities received warrants to purchase up to 5,333,277 common shares with same terms.
- Used $9M of proceeds to repurchase outstanding Notes and redeem all Series G preferred stock and Series Warrants from prior investors.
- Filed Certificate of Elimination for Series G preferred (none outstanding) and Certificate of Designations for Series H preferred.
- Private Placement closed in two tranches on Feb 27 and Mar 3, 2026; relied on Section 4(a)(2)/Reg D exemption.
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 preferred stock.
- Security
- preferred stock
Exact text from the filing
On February 26, 2026, the Company filed the Certificate of Designations, thereby creating the Preferred Stock.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
XWELL, Inc. issued preferred stock.
- Security
- preferred stock
Exact text from the filing
On March 4, 2026, in connection with the Repurchase, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with respect to the Series G Preferred Stock with the Delaware Secretary of State which became effective as of 4:00 p.m. Eastern Time on March 4, 2026.
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 66,665,957 shares of Common Stock of warrant to a certain accredited investor for aggregate gross proceeds of $31,333,000.
- Security
- warrant
- Shares
- Warrants to purchase up to 66,665,957 shares of Common Stock
- Purchaser
- a certain accredited investor
- Consideration
- aggregate gross proceeds of $31,333,000
Exact text from the filing
The Company collectively issued 31,333 shares of Preferred Stock initially convertible into up to 66,665,957 shares of Common Stock and Warrants to purchase up to 66,665,957 shares of Common Stock in the Private Placement. The aggregate gross proceeds from the Private Placement were $31,333,000.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
XWELL, Inc. issued 31,333 shares of Preferred Stock of preferred stock to a certain accredited investor for aggregate gross proceeds of $31,333,000.
- Security
- preferred stock
- Shares
- 31,333 shares of Preferred Stock
- Purchaser
- a certain accredited investor
- Consideration
- aggregate gross proceeds of $31,333,000
Exact text from the filing
The Company collectively issued 31,333 shares of Preferred Stock initially convertible into up to 66,665,957 shares of Common Stock and Warrants to purchase up to 66,665,957 shares of Common Stock in the Private Placement. The aggregate gross proceeds from the Private Placement were $31,333,000.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
XWELL, Inc. issued Placement Agent Warrants to purchase up to 5,333,277 shares of Common Stock of warrant to Dominari Securities LLC (Placement Agent).
- Security
- warrant
- Shares
- Placement Agent Warrants to purchase up to 5,333,277 shares of Common Stock
- Purchaser
- Dominari Securities LLC (Placement Agent)
Exact text from the filing
the Company engaged the Placement Agent to act as an exclusive placement agent in connection with the Private Placement and agreed to, among other things, issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase up to 5,333,277 shares of Common Stock, with the same terms as the Warrants
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
XWELL, Inc. entered into Securities Purchase Agreement with a certain accredited investor valued at aggregate gross proceeds of $31,333,000 (effective 2026-02-24).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- a certain accredited investor
- Value
- aggregate gross proceeds of $31,333,000
- 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 for the issuance and sale of (i) shares of the Company’s newly-designated Series H Convertible Preferred Stock
View on SEC.gov
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