XWELL agrees to sell XpresSpa and XpresTest for $13M, pivots to national security

XWELL, Inc.

Base purchase price of $13M, subject to customary adjustments; $2.65M placed in escrow.
Transaction requires stockholder approval; expected to close later in 2026.
XWELL will retain health and wellness retail outside airports; proceeds to fund growth in national security.
Termination fees: Buyer pays up to $1.3M plus expenses; XWELL pays up to $1.3M plus expenses under certain conditions.
Support agreements from board, executives, and American Ventures LLC to vote in favor; Series H Preferred to convert before record date.

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