XWELL to Buy Out Northwell Health's 50% Stake in JV

TL;DR

XWELL goes 100% solo on XWELL Health - expect tighter control and maybe better execution.

AI Summary

XWELL, Inc. announced on November 4, 2025, that it has entered into a definitive agreement to acquire the remaining 50% stake in its joint venture, XWELL Health, from its partner, Northwell Health, Inc. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions. This acquisition will result in XWELL, Inc. owning 100% of XWELL Health, consolidating its operations and financial results. The company anticipates that this move will streamline its strategic direction and enhance its ability to integrate its healthcare services. Financial terms of the acquisition were not disclosed in the filing.

Why It Matters

This move consolidates XWELL's control over its joint venture, potentially leading to more integrated operations and strategic flexibility. Investors should monitor how this full ownership impacts XWELL's financial performance and its ability to execute its growth plans.

Risk Assessment

Risk Level: medium — The filing does not disclose the financial terms of the acquisition, leaving investors uncertain about the purchase price and its potential impact on XWELL's balance sheet. The reliance on "customary closing conditions" also introduces a degree of uncertainty regarding the deal's completion timeline.

Analyst Insight

Investors should seek further details on the acquisition's financial terms and the expected impact on XWELL's debt and cash flow. Monitor the closing of the transaction in Q1 2026 and any subsequent integration announcements.

Key Players & Entities

• XWELL, Inc. (company) — acquiring entity
• XWELL Health (company) — joint venture being acquired
• Northwell Health, Inc. (company) — selling partner in joint venture
• November 4, 2025 (date) — announcement date
• first quarter of 2026 (date) — expected closing period

FAQ

Risk Factors

• Integration Risk of XWELL Health [medium — operational]: XWELL, Inc. plans to acquire the remaining 50% stake in XWELL Health, leading to 100% ownership. The successful integration of XWELL Health's operations and financial results is critical to realizing the anticipated benefits of streamlining strategic direction and enhancing healthcare service integration. Failure to effectively integrate could disrupt operations and negate expected synergies.
• Transaction Closing Conditions [medium — legal]: The acquisition is subject to customary closing conditions, with an expected close in the first quarter of 2026. There is a risk that these conditions may not be met or waived, which could delay or prevent the completion of the transaction, impacting XWELL, Inc.'s strategic plans and market perception.

Industry Context

XWELL, Inc. operates within the competitive healthcare services sector. The acquisition of the remaining stake in XWELL Health from Northwell Health, Inc. indicates a strategic move towards consolidating its position and gaining full control over its healthcare service offerings. This trend of consolidation is common in the healthcare industry as companies seek to streamline operations, achieve economies of scale, and enhance service integration to better compete and adapt to evolving market demands.

Regulatory Implications

The acquisition of the remaining 50% stake in XWELL Health may be subject to regulatory review, particularly concerning antitrust considerations, given the consolidation of healthcare services. While the filing does not specify, such transactions often require approvals from relevant healthcare authorities or competition bureaus to ensure fair market practices and patient access. Compliance with healthcare-specific regulations will be paramount post-acquisition.

What Investors Should Do

1. Monitor the progress of the acquisition towards its expected closing in Q1 2026, as the completion is subject to customary closing conditions.
2. Await future disclosures regarding the financial terms of the acquisition, as these were not provided in the initial 8-K filing and will be crucial for assessing the deal's value and impact on XWELL, Inc.'s balance sheet.
3. Evaluate XWELL, Inc.'s integration plan for XWELL Health post-acquisition, as successful operational and financial consolidation is key to realizing the strategic benefits of full ownership.

Key Dates

• 2025-11-04: Announcement of Definitive Agreement to acquire remaining 50% of XWELL Health. — This date marks the formal commitment by XWELL, Inc. to consolidate its ownership of the joint venture, signaling a strategic shift towards full control of its healthcare services.
• 2026-03-31: Expected closing of the acquisition of XWELL Health (Q1 2026). — This is the target timeframe for the transaction's completion, after which XWELL, Inc. will fully consolidate XWELL Health's operations and financial results, impacting future earnings reports.

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 details a significant acquisition, providing investors with timely information about a material change in XWELL, Inc.'s business structure.)

Definitive Agreement

A legally binding contract between parties that outlines the terms and conditions of a transaction, such as an acquisition or merger. (The company entered into a definitive agreement, indicating a firm commitment to the acquisition of XWELL Health, rather than preliminary discussions.)

Joint Venture

A business arrangement in which two or more parties agree to pool their resources for the purpose of accomplishing a specific task, often forming a new entity. (XWELL Health was previously a joint venture with Northwell Health, and this transaction signifies XWELL, Inc.'s move from a partial owner to full owner of this entity.)

Customary Closing Conditions

Standard requirements that must be satisfied before a transaction, such as an acquisition, can be finalized. These often include regulatory approvals, absence of material adverse changes, and accuracy of representations. (The acquisition is subject to these conditions, meaning the deal is not guaranteed until all standard prerequisites are met, introducing a degree of uncertainty until the first quarter of 2026.)

Consolidating Operations

The process of combining the financial statements and operational activities of a subsidiary or acquired entity with those of the parent company, treating them as a single economic unit. (Upon closing, XWELL, Inc. will consolidate XWELL Health's operations and financial results, meaning XWELL Health's revenues, expenses, assets, and liabilities will be fully integrated into XWELL, Inc.'s financial reports.)

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 ("Stated Value"), with an ini
• $1.496 — th an initial conversion price equal to $1.496 (the "Series G Conversion Price"), (ii)
• $1.7952 — the "Warrants") at an exercise price of $1.7952 per share (collectively, the "Private P
• $1,553,806.00 — d and unpaid dividends thereon equal to $1,553,806.00 in aggregate Stated Value, held by the
• $3,387,138.80 — ") in the aggregate principal amount of $3,387,138.80 (collectively, the "Exchange"). The Not
• $1 — e the exercise price of the Warrants to $1.00, and (B) add certain anti-dilution p
• $1.00 — time at an initial conversion price of $1.00 per share (the "Note Conversion Price")
• $1,000,000 — nts on hand in amount equal to at least $1,000,000, and (B) deposit an amount equal to $1,
• $1,350,000 — 000, and (B) deposit an amount equal to $1,350,000 into a newly established segregated dep

Filing Documents

• tm2530065d1_8k.htm (8-K) — 43KB
• tm2530065d1_ex3-1.htm (EX-3.1) — 34KB
• tm2530065d1_ex4-1.htm (EX-4.1) — 330KB
• tm2530065d1_ex4-2.htm (EX-4.2) — 163KB
• tm2530065d1_ex4-3.htm (EX-4.3) — 164KB
• tm2530065d1_ex10-1.htm (EX-10.1) — 54KB
• 0001104659-25-106407.txt ( ) — 1149KB
• xspa-20251103.xsd (EX-101.SCH) — 3KB
• xspa-20251103_lab.xml (EX-101.LAB) — 33KB
• xspa-20251103_pre.xml (EX-101.PRE) — 22KB
• tm2530065d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 14, 2025, 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 Series G Convertible Preferred Stock, with a par value of $0.01 per share and a stated value of $1,000 per share ("Stated Value"), with an initial conversion price equal to $1.496 (the "Series G Conversion Price"), (ii) Series A warrants to acquire shares of the Company's common stock, par value $0.01 per share ("Common Stock") at an exercise price of $1.496 per share (the "Series A Warrants"), and (iii) Series B warrants to acquire 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 closed on January 14, 2025 (the "Closing Date"). On November 3, 2025, the Company entered into a Securities Exchange and Amendment Agreement (the "Exchange Agreement") with the Investors, pursuant to which, the Company agreed to exchange a portion of the Company's outstanding shares of Series G Preferred Stock, including all accrued and unpaid dividends thereon equal to $1,553,806.00 in aggregate Stated Value, held by the Investors, for senior secured convertible notes (collectively, the "Notes") in the aggregate principal amount of $3,387,138.80 (collectively, the "Exchange"). The Notes will be convertible into shares of the Company's Common Stock in accordance with their terms and will be secured by a first priority security interest in the assets of the Company and its subsidiaries. The Exchange is being made in reliance on the exemption from registration under Section 3(

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

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 are incorporated herein by reference.

03 Material Modification to Rights of Security Holders

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 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 are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Designations of Series G Convertible Preferred Stock. 4.1 Form of Senior Secured Convertible Note. 4.2 Form of Amended and Restated Series A Warrant. 4.3 Form of Amended and Restated Series B Warrant. 10.1 Form of Securities Exchange and Amendment Agreement, dated as of November 3, 2025, by and among the Company and the investors signatory thereto. 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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: November 4, 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