Key Highlights
- XWELL (XWEL) shares skyrocketed more than 250% Wednesday following disclosure of a $31.3 million private placement transaction.
- American Ventures, LLC, a real estate investment company based in Texas, is the investment partner.
- The agreement features Series H Convertible Preferred Stock that converts into 66.67 million common shares at a $0.47 conversion price.
- Capital raised will be allocated toward debt repurchase, Series G Preferred Stock redemption, and operational capital requirements.
- The stock remains approximately 65% lower year-over-year and the company continues working to meet Nasdaq listing requirements.
XWELL, Inc. (XWEL) experienced a dramatic surge Wednesday after revealing a $31.3 million private placement arrangement with American Ventures, LLC.
The equity had already jumped 158% during after-hours trading Tuesday evening when news emerged, then maintained upward momentum through Wednesday’s regular session, momentarily posting increases exceeding 250%.
The transaction is scheduled to finalize on or around February 26, 2026, pending customary closing requirements.
According to the terms, American Ventures — a Texas-headquartered real estate investment entity — will acquire roughly 31,333 shares of Series H Convertible Preferred Stock valued at $1,000 each.
These preferred securities carry conversion rights into 66,666,669 shares of XWEL common stock at an opening conversion rate of $0.47 per share.
The investment package additionally includes warrants allowing purchase of another 66,666,669 common shares, immediately exercisable at $0.345 per share. These warrants maintain a three-year validity period from issuance date.
Dominari Securities served as the sole placement agent for this transaction.
Capital Allocation Strategy
XWELL has outlined specific allocation plans for the capital infusion. The organization plans to repurchase $5,955,583.21 worth of outstanding promissory notes held by institutional stakeholders.
Additionally, the company will execute a redemption of its Series G Preferred Stock and repurchase warrants representing up to 8.8 million common shares from institutional holders, requiring a combined $9 million cash payment.
Remaining capital will support general corporate operations and working capital needs.
Trading activity Wednesday reflected heightened investor interest. Approximately 26 million shares traded hands, dramatically exceeding the three-month average daily volume of merely 80,000.
XWELL’s market capitalization measured approximately $2.19 million prior to the announcement, with shares reaching a 52-week peak of $1.42 and touching a low of $0.26. Tuesday’s closing price was $0.38.
Exchange Listing Requirements Deadline Looming
The dramatic price movement occurs amid challenging circumstances. XWEL shares remain down approximately 65% across the trailing twelve months and have declined roughly 18% year-to-date.
The organization faces additional regulatory pressure from Nasdaq. Following receipt of a deficiency notification regarding the exchange’s $1.00 minimum bid price standard, XWELL must achieve compliance by June 1, 2026 — requiring the stock to close at or above $1.00 for no fewer than ten consecutive trading days within that timeframe.
The company’s levered free cash flow registered negative $15.1 million over the trailing twelve-month period, highlighting the financial challenges motivating this capital raise.
The $0.47 per share conversion price corresponds with InvestingPro’s Fair Value assessment for the equity, which was trading at $0.38 prior to Tuesday’s after-hours activity.
The securities involved in this private placement remain unregistered under the Securities Act of 1933. XWELL executed a registration rights agreement with American Ventures committing to file a resale registration statement with the SEC covering shares available through conversion and warrant exercise.
