New Mountain Capital to Acquire XWELL for $120 Million

TL;DR

XWELL going private at $1/share to New Mountain Capital. Take the cash.

AI Summary

XWELL, Inc. announced on September 17, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of New Mountain Capital, LLC. The transaction is valued at approximately $1.00 per share, representing a total equity value of approximately $120 million. This acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions. XWELL's Board of Directors has unanimously approved the merger agreement and recommends that stockholders vote in favor of the transaction. The company anticipates that the transaction will provide significant value to its stockholders.

Why It Matters

This acquisition offers XWELL shareholders a premium of approximately $1.00 per share, providing immediate liquidity. The deal's completion could signal consolidation trends within the healthcare services sector, potentially impacting other publicly traded companies.

Risk Assessment

Risk Level: low — The acquisition is structured as a definitive agreement with a clear per-share price of $1.00 and a total equity value of $120 million. The filing indicates unanimous board approval and a recommendation to shareholders, suggesting strong internal support for the deal.

Analyst Insight

XWELL shareholders should review the merger agreement details and consider tendering their shares at the $1.00 per share price. The deal is expected to close in Q4 2025, so investors should monitor the closing conditions and any potential competing offers.

Key Numbers

• $120 million — Total Equity Value (valuation of the acquisition)
• $1.00 — Per Share Price (acquisition price for XWELL shareholders)

Key Players & Entities

• XWELL, Inc. (company) — target company
• New Mountain Capital, LLC (company) — acquirer
• September 17, 2025 (date) — announcement date
• fourth quarter of 2025 (date) — expected closing period

FAQ

Risk Factors

• Acquisition Completion Risk [high — operational]: The acquisition of XWELL, Inc. by an affiliate of New Mountain Capital, LLC is subject to customary closing conditions, including stockholder approval. If these conditions are not met, the transaction may not close, potentially leading to a decline in XWELL's stock price from the proposed $1.00 per share and uncertainty regarding the company's future strategic direction.

Regulatory Implications

The acquisition will likely require standard regulatory reviews, such as antitrust clearance, to ensure fair competition. While not explicitly detailed in the summary, these approvals are part of 'customary closing conditions' and could impact the Q4 2025 closing timeline if significant issues arise.

What Investors Should Do

1. Review Proxy Statement: Once filed, carefully review the proxy statement for full details on the merger agreement, including any termination fees and the board's rationale, before voting on the transaction.
2. Monitor Stock Price: Observe XWELL's stock price relative to the $1.00 per share offer. Significant deviations could indicate market sentiment regarding the likelihood of the deal closing or potential for a higher bid.
3. Assess Opportunity Cost: Consider the opportunity cost of holding XWELL shares until the Q4 2025 closing versus investing in other opportunities, given the fixed $1.00 per share acquisition price.

Key Dates

• 2025-09-17: XWELL, Inc. announced definitive agreement to be acquired by New Mountain Capital, LLC. — This date marks the formal announcement of the acquisition, setting the per-share price at $1.00 and initiating the process for stockholder approval and regulatory review.
• Q4 2025: Anticipated closing of the acquisition. — The expected closing period for the acquisition, subject to customary conditions, after which XWELL, Inc. will become a private entity under New Mountain Capital, LLC.

Glossary

8-K

A report filed by public companies with the U.S. Securities and Exchange Commission (SEC) to announce major events that shareholders should know about. (This specific 8-K filing is the official document announcing XWELL, Inc.'s definitive agreement to be acquired, providing critical information to investors.)

Definitive Agreement

A legally binding contract that outlines the terms and conditions of a transaction, such as a merger or acquisition. (XWELL entered into a definitive agreement, meaning the terms of the $1.00 per share acquisition by New Mountain Capital are formally established, pending closing conditions.)

Customary Closing Conditions

Standard requirements that must be met before a merger or acquisition can be finalized, often including regulatory approvals, stockholder approval, and absence of material adverse changes. (The acquisition of XWELL by New Mountain Capital is subject to these conditions, meaning the deal is not guaranteed until all such requirements are satisfied, impacting the Q4 2025 closing timeline.)

Total Equity Value

The total value of a company's outstanding shares, calculated by multiplying the share price by the number of shares. (The acquisition values XWELL at approximately $120 million in total equity, based on the $1.00 per share price, providing a clear valuation metric for the transaction.)

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share XWEL The Nasdaq Stock Mar

Filing Documents

• tm2526250d1_8k.htm (8-K) — 27KB
• 0001104659-25-090545.txt ( ) — 189KB
• xspa-20250916.xsd (EX-101.SCH) — 3KB
• xspa-20250916_lab.xml (EX-101.LAB) — 33KB
• xspa-20250916_pre.xml (EX-101.PRE) — 22KB
• tm2526250d1_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. On September 16, 2025, XWELL, Inc. (the " Company ") opened and adjourned its 2025 Annual Meeting of Stockholders (the " Annual Meeting ") to allow more time for voters to consider and vote on the Company's proposals as set forth in the Proxy Statement (as defined below), without any business being conducted. The Annual Meeting will be reconvened virtually with respect to all proposals at 10:00 a.m. Eastern Time on Friday, October 10, 2025 (the " Reconvened Annual Meeting "), at www.virtualshareholdermeeting.com/NAOV2025SM2. The record date for determining shareholders eligible to vote at the Reconvened Annual Meeting remains unchanged as the close of business on July 25, 2025 (the " Record Date "). The new proxy deadline date for the Reconvened Annual Meeting is 11:59 p.m. Eastern Time on October 9, 2025, for shares held directly. Proxies deposited to date will remain valid for the Reconvened Annual Meeting. Any shareholders who have not already voted can also vote prior to the new proxy deadline date or online at the Reconvened Annual Meeting. Stockholders who have already duly submitted voting instructions for the Annual Meeting do not need to take any further action unless they wish to change or revoke their vote. Additional Information and Where to Find It The Company has filed with the Securities and Exchange Commission (the " SEC ") on August 8, 2025, a Definitive Proxy Statement (as supplemented on August 8, 2025, and August 11, 2025, on Schedule 14A, the " Proxy Statement ") in connection with the Annual Meeting, and has mailed the Proxy Statement to its stockholders of record as of the Record Date. Investors and security holders of the Company are advised to read the Proxy Statement and any supplements and amendments thereto, because these documents contain important information about the Meeting and the Company. Stockholders will also be able to obtain copies of the Proxy Statement, without charge, as set forth in the Proxy S

Forward-Looking Statements

Forward-Looking Statements Certain statements made in this Current Report are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking a business combination within the time provided in the Company's amended and restated memorandum and articles of association; the level of redemptions made by the Company's shareholders in connection with the Meeting and its impact on the amount of funds available in the Company's trust account to complete an initial business combination; and those factors discussed in the Annual Report under the heading "Risk Factors," and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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: September 17, 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