XWELL, Inc. Files 8-K: Agreements, Equity Sales, and Bylaw Changes

TL;DR

XWELL filed an 8-K detailing a new material agreement, equity sales, and bylaw changes effective Jan 14, 2025.

AI Summary

On January 14, 2025, XWELL, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This filing indicates significant corporate actions by XWELL, Inc., including new agreements and changes to its capital structure and governance, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and modifications to security holder rights, suggesting potential shifts in the company's financial and operational landscape.

Key Players & Entities

• XWELL, Inc. (company) — Registrant
• January 14, 2025 (date) — Date of earliest event reported
• 20180105 (date) — Date of former company name change
• 20180102 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share XWEL The Nasdaq Stock Mar
• $1,000 — f $0.01 per share and a stated value of $1,000 per share, initially convertible into u
• $1.496 — Common Stock") at a conversion price of $1.496 per share (the "Preferred Stock"), (ii)
• $1.7952 — the "Warrants") at an exercise price of $1.7952 per share (collectively, the "Private P
• $4 million — roceeds from the Private Placement were $4 million. The Company expects to use the net pro
• $1.36 — lculated assuming a conversion price of $1.36 per share, which was the Minimum Price

Filing Documents

• tm253251d1_8k.htm (8-K) — 44KB
• tm253251d1_ex3-1.htm (EX-3.1) — 299KB
• tm253251d1_ex4-1.htm (EX-4.1) — 150KB
• tm253251d1_ex4-2.htm (EX-4.2) — 150KB
• tm253251d1_ex10-1.htm (EX-10.1) — 257KB
• tm253251d1_ex10-2.htm (EX-10.2) — 141KB
• tm253251d1_ex99-1.htm (EX-99.1) — 15KB
• tm253251d1_ex99-1img001.jpg (GRAPHIC) — 14KB
• 0001104659-25-003620.txt ( ) — 1524KB
• xspa-20250114.xsd (EX-101.SCH) — 3KB
• xspa-20250114_lab.xml (EX-101.LAB) — 33KB
• xspa-20250114_pre.xml (EX-101.PRE) — 22KB
• tm253251d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On January 14, 2025, XWELL, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which it agreed to sell to the Investors (i) an aggregate of 4,000 shares of the Company's newly-designated Series G 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 2,673,797 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") at a conversion price of $1.496 per share (the "Preferred Stock"), (ii) Series A warrants to acquire up to an aggregate of 2,673,797 shares of Common Stock (the "Series A Warrants") at an exercise price of $1.496 per share, and (iii) Series B warrants to acquire up to an aggregate of 2,673,797 shares of Common Stock (the "Series B Warrants," and collectively with the Series A Warrants, the "Warrants") at an exercise price of $1.7952 per share (collectively, the "Private Placement"). The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Stock and Warrants were offered and sold without any general solicitation by the Company or its representatives. The closing of the Private Placement occurred on January 14, 2025 (the "C

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The matters described in Item 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated herein by reference. In connection with the issuance of the Preferred Stock and Warrants in the Private Placement described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for transactions not involving a public offering. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The matters described in Item 1.01 of this Current Report on Form 8-K related to the filing of the Certificate of Designations are incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On January 15, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Form of Certificate of Designations of Series G Convertible Preferred Stock. 4.1 Form of Series A Warrant. 4.2 Form of Series B Warrant. 10.1* Form of Purchase Agreement. 10.2 Form of Registration Rights Agreement. 99.1 Press Release, dated January 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XWELL, INC. Date: January 15, 2025 By: /s/ Ezra T. Ernst Name: Ezra T. Ernst Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR