Core Viewpoint - XWELL, Inc. has announced a private placement agreement expected to generate approximately $31.3 million in gross proceeds before fees and expenses [1] Group 1: Private Placement Details - The private placement involves the sale of approximately 31,333 shares of Series H Convertible Preferred Stock, convertible into 66,666,669 shares of common stock at an initial conversion price of $0.47 per share [2] - Accompanying warrants will allow the purchase of up to 66,666,669 shares of common stock at an exercise price of $0.345 per share, expiring three years from issuance [2] - The private placement is expected to close on or about February 26, 2026, pending customary closing conditions [3] Group 2: Use of Proceeds - The company plans to use net proceeds to repurchase $5,955,583.21 of certain notes from institutional investors [4] - Additionally, proceeds will be used to redeem Series G Preferred Stock and certain outstanding warrants for a total cash purchase price of $9,000,000 [4] - Remaining proceeds will be allocated for general corporate operating expenses and working capital needs [4] Group 3: Company Overview - XWELL, Inc. is a global wellness company focused on providing science-proven wellness solutions through brands like XpresSpa®, Naples Wax Center®, and XpresCheck® [8]

Core Insights - XWELL, Inc. reported third-quarter revenue of approximately $7.3 million for the period ending September 30, 2025, with significant improvements in cost management and operational efficiency [6][15] - The company is expanding its wellness services beyond airport locations, with new centers opening in Florida and New York City, enhancing accessibility for consumers [3][7][14] - XWELL has streamlined its corporate cost structure, reducing annualized staffing costs by approximately $2.4 million, and integrated its HyperPointe™ business to optimize resources [4][5] Recent Operating Highlights - The CEO emphasized progress in diversifying access points and enhancing brand relevance, particularly through partnerships like the expanded collaboration with Priority Pass [3] - New off-airport wellness centers have been opened, including locations in Penn Station, New York, and various Florida markets, aimed at serving local consumers [3][6][7] Financial Overview - Revenue breakdown for Q3 2025: approximately $5.1 million from XpresSpa, $1.7 million from XpresCheck, and $0.5 million from Naples Wax Center [15] - Cost of sales decreased by about 8% compared to the same quarter in 2024, while general and administrative expenses fell by approximately 32% [6][15] - The operating loss for the quarter was approximately $0.8 million, a significant reduction from the $4.8 million loss in the prior year [15] Strategic Initiatives - XWELL's partnership with Priority Pass has expanded to key international airports in the Middle East and Europe, enhancing traveler access to wellness offerings [6][7] - The company is leveraging its biosecurity program, XpresCheck, to capture growth opportunities in travel and mass-gathering settings, including major global events [8][9][10] Liquidity and Financial Condition - As of September 30, 2025, XWELL had approximately $4.0 million in cash and cash equivalents, with total current assets of about $10.8 million and no long-term debt [11]

Core Points - XWELL, Inc. will report its second quarter 2025 financial results on August 14, 2025, after market close, followed by a webcast and conference call at 5:00 PM ET [1] - Investors are encouraged to listen via webcast due to limited capacity for the conference call, which can be accessed through the Investor Relations section of the company's website [2] - XWELL, Inc. is a global wellness company with a mission to provide science-proven wellness solutions through brands like XpresSpa®, Naples Wax Center®, XpresCheck®, and HyperPointe™ [3]