XWELL Inc. (NASDAQ: XWEL) completed a private placement of Series H Convertible Preferred Stock, raising approximately $31.3 million in gross proceeds. The transaction involved the issuance of 31,333 shares of preferred stock, each with a stated value of $1,000, and included warrants to purchase up to 66,666,669 shares of common stock at an exercise price of $0.345 per share, expiring three years after issuance.
The preferred shares are convertible into 66,666,669 shares of common stock at an initial conversion price of $0.47 per share. The deal also provides the company with the ability to repurchase $5.95 million of certain notes, redeem its Series G Preferred Stock, and redeem up to 8.8 million shares of common stock held by institutional investors for $9 million. The remaining proceeds will be allocated to general corporate operating expenses and working‑capital needs.
XWELL’s financial performance in the most recent reporting period highlights the need for this capital infusion. In Q1 2025 the company generated $7.0 million in revenue, down from $8.7 million in Q1 2024, and posted a net loss of $4.7 million versus a $2.5 million loss in the same quarter a year earlier. For the full year 2024, revenue reached $33.9 million, an increase of 12.6% from the prior year, while the net loss narrowed to $16.9 million from $27.7 million. The decline in revenue was largely driven by reduced sales in the XpresTest and XpresSpa service lines.
The financing is intended to strengthen XWELL’s balance sheet and support its strategic transformation and cost‑optimization initiatives. Management indicated that the capital raise will provide the liquidity needed to address ongoing cash‑flow challenges and to simplify the company’s capital structure by reducing debt and preferred equity exposure.
XWELL has also received a notice from Nasdaq regarding non‑compliance with the minimum bid‑price requirement. The company has been granted a 180‑day compliance period, underscoring the importance of the new capital to maintain listing status and to support the company’s long‑term financial stability.
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