XWELL, Inc. Announces Private Placement, Creation of Series H Convertible Preferred Stock, and Elimination of Series G Preferred Stock

Key Developments:

• On February 24, 2026, XWELL, Inc. entered into a Securities Purchase Agreement with an accredited investor for the issuance and sale of newly-designated Series H Convertible Preferred Stock and related warrants.
• On February 26, 2026, XWELL filed a Certificate of Designations with the Secretary of State of Delaware, officially creating the Series H Convertible Preferred Stock.
• The Company also filed a Certificate of Elimination, officially removing the Series G Convertible Preferred Stock from its capital structure.

Details of the Private Placement

Private Placement Terms:

• The Company issued 35,000 shares of Series H Convertible Preferred Stock.
• The Series H Preferred Stock is convertible into common stock at the option of the holder, subject to certain limitations and conditions.
• Associated with the preferred stock issuance, warrants and placement agent warrants were also issued as part of the transaction.
• The Purchase Agreement, Placement Agency Agreement, Registration Rights Agreement, and related exhibits (including the Certificate of Designations and Warrants) have been incorporated by reference from the prior 8-K filed on February 25, 2026.
• XWELL relied on the exemption from registration provided by Section 4(a)(2) and/or Regulation D under the Securities Act for this offering.

Important Shareholder Information

Potential Share Price Impact:

• The Series H Convertible Preferred Stock can be converted into common stock, potentially increasing the number of shares outstanding and affecting share price due to dilution.
• Any conversion of preferred shares to common stock or exercise of warrants could result in increased trading volume and volatility.
• The Company is prohibited from paying dividends or redeeming securities without the consent of the holders of Series H Preferred Stock. If dividends are paid to common shareholders, Series H holders will receive equivalent dividends on an as-if-converted basis.
• All conversion shares issued will be validly issued, fully paid, and non-assessable, free of taxes, liens, and charges.
• The elimination of Series G Convertible Preferred Stock simplifies the capital structure and may be perceived positively by investors seeking clarity and reduction of overhang from legacy securities.
• The filing of the Certificate of Designations and Elimination is effective as of February 26, 2026.

Exhibits Filed

• Exhibit 3.1: Certificate of Designations of Series H Convertible Preferred Stock
• Exhibit 3.2: Certificate of Elimination of Series G Convertible Preferred Stock
• Exhibit 104: Cover Page Interactive Data File (Inline XBRL)

Other Regulatory Information

• Common Stock (par value \$0.01 per share) is traded under the symbol XWEL on the Nasdaq Stock Market.
• XWELL, Inc. is not an emerging growth company as defined under Rule 405 of the Securities Act.
• No written communications, soliciting materials, or pre-commencement tender offers are associated with this filing.

What Investors Should Watch

• Monitor filings for any conversion of Series H Preferred Stock into common shares, which could impact trading dynamics and share price.
• Assess the impact of the elimination of Series G Preferred Stock, which may reduce complexity and potential dilution risks.
• Review the terms of the Purchase Agreement and Warrants for any triggers or events that could affect share count or financial metrics.
• Understand that this offering was privately placed and not registered under the Securities Act, meaning shares may be restricted from resale except under certain conditions.

Conclusion

The combination of a new preferred stock series (Series H), its potential conversion into common shares, and the elimination of Series G Preferred Stock represents significant changes to XWELL’s capital structure. These actions are likely to be price sensitive and warrant close attention from investors due to possible dilution effects and simplification of the company’s equity structure.

Disclaimer: This article is based on XWELL, Inc.’s Form 8-K and related exhibits filed on February 26, 2026. The information is intended for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making any investment decisions. Past performance is not indicative of future results. The author is not responsible for any decisions made based on this article.

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