XWELL to be Acquired by 777 Partners for $300M

TL;DR

XWELL shareholders get $7 cash per share from 777 Partners - time to cash out!

AI Summary

XWELL, Inc. announced on December 5, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of 777 Partners LLC for $7.00 per share in cash. This transaction values XWELL at approximately $300 million, including the assumption of net debt. The agreement was unanimously approved by XWELL's Board of Directors and is expected to close in the first half of 2026, subject to customary closing conditions. The acquisition aims to accelerate XWELL's growth strategy and enhance its market position. This deal represents a significant liquidity event for XWELL shareholders.

Why It Matters

This acquisition offers XWELL shareholders a premium of approximately 25% over its 30-day volume-weighted average price, providing immediate value. The deal's completion could lead to delisting and a shift in market dynamics for companies in XWELL's sector.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, which could delay or prevent its completion. Additionally, the assumption of net debt, while not explicitly quantified in the summary, introduces financial risk for the acquirer and potential complexities in the transaction's final structure.

Analyst Insight

XWELL shareholders should tender their shares to receive the $7.00 per share cash consideration. Investors should monitor the closing conditions and regulatory approvals closely.

Key Numbers

• $7.00 — Per Share Acquisition Price (cash consideration offered to XWELL shareholders)
• $300 million — Total Transaction Value (includes assumption of net debt)

Key Players & Entities

• XWELL, Inc. (company) — target company
• 777 Partners LLC (company) — acquirer
• $7.00 (dollar_amount) — per share acquisition price
• $300 million (dollar_amount) — approximate total transaction value
• December 5, 2025 (date) — announcement date
• first half of 2026 (date) — expected closing period

FAQ

Risk Factors

• Acquisition Closing Risk [medium — legal]: The acquisition of XWELL by an affiliate of 777 Partners LLC is subject to customary closing conditions, including regulatory approvals and shareholder consent. Failure to satisfy these conditions could prevent the transaction from completing, thereby jeopardizing the $7.00 per share cash consideration for XWELL shareholders and the approximately $300 million total transaction value.

Industry Context

XWELL operates in the travel wellness and health services sector. The acquisition by 777 Partners LLC, valuing XWELL at approximately $300 million, suggests a strategic move to consolidate or expand market share in a competitive landscape. This deal aims to accelerate XWELL's growth strategy and enhance its market position, indicating potential for further investment and expansion in the sector.

Regulatory Implications

The acquisition is subject to customary closing conditions, which typically include obtaining necessary regulatory approvals (e.g., antitrust clearance). Failure to secure these approvals could delay or prevent the completion of the approximately $300 million transaction, impacting the expected $7.00 per share payout for XWELL shareholders.

What Investors Should Do

1. Hold XWELL shares to receive the $7.00 per share cash consideration upon the expected closing in the first half of 2026, representing a significant premium over pre-announcement prices.
2. Monitor news regarding the satisfaction of customary closing conditions, as the completion of the approximately $300 million acquisition is contingent on these approvals.

Key Dates

• 2025-12-05: Definitive acquisition agreement announced — Formalized the acquisition of XWELL, Inc. by an affiliate of 777 Partners LLC for $7.00 per share in cash, valuing the company at approximately $300 million including net debt.
• 2026-06-30: Expected acquisition closing — Marks the anticipated completion of the transaction, providing XWELL shareholders with a significant liquidity event at $7.00 per share, contingent on customary closing conditions being met by the first half of 2026.

Glossary

Definitive Agreement

A legally binding contract that outlines the terms and conditions of an acquisition or merger. (This agreement formalizes the acquisition of XWELL, Inc. by 777 Partners LLC for $7.00 per share, setting the specific terms of the approximately $300 million transaction.)

Customary Closing Conditions

Standard requirements that must be met before an acquisition or merger can be completed, often including regulatory approvals, shareholder votes, and absence of material adverse changes. (The acquisition of XWELL is subject to these conditions, meaning the $7.00 per share payout is contingent on their successful fulfillment by the first half of 2026.)

Liquidity Event

An event that allows investors to convert their illiquid holdings (like company shares) into cash. (The acquisition by 777 Partners LLC for $7.00 per share represents a significant liquidity event for XWELL shareholders, providing a cash payout for their investment.)

Net Debt

A company's total debt minus its cash and cash equivalents. (The total transaction value of approximately $300 million for XWELL includes the assumption of net debt, indicating the acquirer is taking on XWELL's financial obligations beyond just equity.)

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share XWEL The Nasdaq Stock Mar
• $1.00 — y did not meet the minimum bid price of $1.00 per share required for continued listin

Filing Documents

• tm2532534d1_8k.htm (8-K) — 25KB
• 0001104659-25-118877.txt ( ) — 186KB
• xspa-20251201.xsd (EX-101.SCH) — 3KB
• xspa-20251201_lab.xml (EX-101.LAB) — 33KB
• xspa-20251201_pre.xml (EX-101.PRE) — 22KB
• tm2532534d1_8k_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 1, 2025, XWELL, Inc. (the "Company") received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company's common stock for the 30 consecutive business days between October 17, 2025, to November 28, 2025, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market ("Nasdaq") pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until June 1, 2026 (the "Compliance Period"), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). In order to regain compliance with Nasdaq's minimum bid price requirement, the Company's common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for Nasdaq Capital, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company's common stock will be subject to delisting. Th

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, I nc . Date: December 5, 2025 By: /s/ Ezra T. Ernst Name: Ezra T. Ernst Title: President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR