Microcap Explodes Higher After $31 Million Capital Raise

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Wednesday, February 25, 2026

In the small cap world, few catalysts move the needle faster than fresh capital priced at the market. When financing not only injects cash but also restructures the balance sheet, traders often take notice.

Shares of XWELL, Inc. (Nasdaq: XWEL) are soaring Wednesday, up 273% to $1.41 in afternoon trading, after the company announced a $31.3 million private placement priced at the market under Nasdaq rules.

The New York based wellness and biosecurity solutions provider entered into a securities purchase agreement with a series of American Ventures, LLC. The transaction is expected to generate approximately $31.3 million in gross proceeds before fees and expenses, with closing anticipated on or about February 26, subject to customary conditions.

The private placement consists of approximately 31,333 shares of newly designated Series H Convertible Preferred Stock, each with a stated value of $1,000 per share. The preferred shares are convertible into an aggregate of 66,666,669 shares of common stock at an initial conversion price of $0.47 per share. The deal also includes accompanying warrants to purchase up to 66,666,669 shares of common stock at an exercise price of $0.345 per share, exercisable immediately and expiring three years from issuance.

Importantly, the transaction was priced at the market under Nasdaq rules, a detail that often carries weight with investors evaluating potential dilution versus balance sheet improvement.

XWELL said it intends to use the net proceeds to repurchase approximately $5.96 million in aggregate principal of certain outstanding notes, redeem its Series G Preferred Stock, and redeem certain warrants to purchase up to 8.8 million shares held by institutional investors for an aggregate cash purchase price of $9 million. Remaining proceeds will be allocated toward general corporate operating expenses and working capital.

Dominari Securities acted as exclusive placement agent for the transaction. In connection with the agreement, the company also entered into a registration rights agreement requiring it to file a registration statement with the Securities and Exchange Commission covering the resale of shares issuable upon conversion of the Series H Preferred Stock and exercise of the warrants.

XWELL operates a portfolio of wellness focused brands including XpresSpa, Naples Wax Center, and XpresCheck, delivering services across travel, retail, and clinical environments. With more than $31 million in expected gross proceeds and a stated plan to address existing debt and preferred obligations, today’s financing represents a significant capital event for the company.

With volume accelerating and shares up sharply, traders are clearly reacting to the strengthened liquidity profile and balance sheet restructuring outlined in the announcement.

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