TLDR
- XWELL (XWEL) stock surged over 250% on Wednesday after announcing a $31.3 million private placement deal.
- The deal is with American Ventures, LLC, a Texas-based real estate investment firm.
- The placement includes Series H Convertible Preferred Stock convertible into 66.67 million common stock at $0.47 per share.
- Proceeds will cover debt repurchase, redeeming Series G Preferred Stock, and general working capital needs.
- Despite the surge, XWEL is still down roughly 65% over the past 12 months and faces a Nasdaq compliance deadline.
XWELL, Inc. (XWEL) exploded higher on Wednesday after announcing a $31.3 million private placement with American Ventures, LLC.
The stock was already up 158% in after-hours trading Tuesday night after the news broke, then continued climbing into Wednesday’s session, briefly showing gains north of 250%.
The deal is set to close on or about February 26, 2026, subject to standard closing conditions.
🚨Stock Update:
XWELL Inc. $XWEL has entered into a securities purchase agreement with American Ventures, LLC for a private placement expected to generate approximately $31.3 million in gross proceeds. Notably, the company reported negative $15.1 million in levered free cash… pic.twitter.com/FnuUehCMxz
— ABBO News (@ABBONews) February 25, 2026
Under the agreement, American Ventures — a Texas-based real estate investment firm — will purchase approximately 31,333 shares of Series H Convertible Preferred Stock at $1,000 per share.
Those preferred shares can be converted into 66,666,669 shares of XWEL common stock at an initial conversion price of $0.47 per share.
The placement also comes with warrants to purchase another 66,666,669 common shares, exercisable immediately at $0.345 per share. The warrants expire three years from issuance.
Dominari Securities acted as the exclusive placement agent on the deal.
How XWELL Plans to Use the Money
XWELL has laid out a clear plan for the proceeds. The company intends to repurchase $5,955,583.21 in outstanding notes from institutional investors.
It will also redeem its Series G Preferred Stock and buy back warrants covering up to 8.8 million common shares from institutional investors, for a combined cash outlay of $9 million.
The remaining funds will go toward general corporate expenses and working capital.
Trading volume told its own story on Wednesday. Around 26 million shares changed hands, compared to a three-month daily average of just 80,000.
XWELL’s market cap stood at roughly $2.19 million heading into the announcement, with a 52-week high of $1.42 and a low of $0.26. The stock closed Tuesday at $0.38.
Nasdaq Compliance Clock Is Ticking
The surge comes against a difficult backdrop. XWEL is still down roughly 65% over the past 12 months and off about 18% year-to-date.
The company is also under pressure from Nasdaq. It received a notice of non-compliance with the exchange’s $1.00 minimum bid price requirement. XWELL has until June 1, 2026, to meet the standard — meaning it must close at or above $1.00 for at least ten consecutive business days within that window.
The company’s levered free cash flow stood at negative $15.1 million over the last twelve months, underlining the financial pressure behind the fundraise.
The conversion price of $0.47 per share aligns with InvestingPro’s Fair Value estimate for the stock, which was trading at $0.38 before Tuesday’s after-hours move.
The securities in this placement have not been registered under the Securities Act of 1933. XWELL entered into a registration rights agreement with American Ventures to file a resale registration statement with the SEC covering shares issuable upon conversion and warrant exercise.
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