XWELL, Inc. 8-K

What Happened
XWELL, Inc. announced on July 6, 2026 that it entered into a Securities Purchase Agreement to sell all of its equity interests in XpresSpa Holdings, LLC (airport spa locations) and XpresTest, Inc. (airport bio-surveillance and testing) to Express Wellness Group, LLC (the Buyer). The deal has a base purchase price of $13,000,000, subject to customary closing adjustments, and XWELL will retain its non‑airport health & wellness locations.

Key Details

• Purchase Agreement date: July 6, 2026; XWELL must file a preliminary proxy with the SEC within 20 days.
• Base Purchase Price: $13,000,000, subject to net working capital, indebtedness, sale expenses and closing cash adjustments.
• Escrow: $2,650,000 of the Purchase Price will be placed in escrow at closing to secure post‑closing purchase price adjustments and indemnities.
• Equity awards: Outstanding XpresTest restricted stock awards will vest and be cancelled or repurchased for cash based on a negotiated per‑share valuation.
• Closing conditions: Requires majority stockholder approval, no material adverse change, certain third‑party consents, minimum cash requirements and customary reps/covenants.
• Financing: Buyer has not obtained debt or equity commitment letters as of signing; Buyer represents intent to arrange financing but its obligation to close is unconditional and not contingent on obtaining financing.
• Termination/fees: Agreement terminates if not closed within 180 days (with up to two 30‑day extensions for pending stockholder approval); termination fees for either party are structured (minimum $1,300,000 or an alternate formula) with caps on reimbursable expenses.
• Limited guaranty: Face Haus LLC (parent of the Buyer) provided a limited guaranty for certain Buyer obligations; guarantor liability capped at the Seller Termination Fee and overall capped by the Purchase Price.
• Indemnification caps: General reps/warranty claims (non‑fundamental) are capped at $2,000,000; Buyer must first seek recovery from escrow funds.
• Support agreements: XWELL directors, officers and a major holder agreed to vote in favor of the transaction and certain transfer/conversion steps (including conversion of Series H preferred by American Ventures LLC Series XXIV XWELL).

Why It Matters
This is a material divestiture: XWELL is selling its airport-focused spa and testing businesses while keeping its ex‑airport retail operations, which will change the company’s revenue mix and operational footprint. The sale proceeds (subject to adjustments and escrow) and the cost/limitations of post‑closing indemnities and termination provisions are important for shareholders to evaluate near‑term cash impacts and deal certainty. Stockholder approval is required, the Buyer’s financing is not yet secured, and the agreement includes customary protections and termination fees — all factors investors should monitor as the company moves toward a vote and closing.