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.
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.
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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