{"url_path":"/sec/xwel/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1410428/0001104659-26-082254-index.html","accession_number":"0001104659-26-082254","cik":"0001410428","ticker":"XWEL","issuer_name":"XWELL, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1410428/0001104659-26-082254-index.html","primary_entity_key":"0001410428","primary_entity_name":"XWELL, Inc."},"word_count":2210,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn July 6, 2026, XWELL, Inc., a Delaware corporation (“**XWELL**” or the “**Company**”),\nentered into a Securities Purchase Agreement (the “**Purchase Agreement**”), by and among XWELL, XpresSpa Holdings,\nLLC, a Delaware limited liability company (“**XpresSpa**”), XpresTest, Inc., a Delaware corporation (“**XpresTest**”\nand, together with XpresSpa Holdings, the “**Target Companies**”), and Express Wellness Group, LLC, a Delaware\nlimited liability company (the “**Buyer**”), in accordance with the terms and subject to the conditions of which,\namong other things, XWELL will sell, assign, transfer and convey to the Buyer all of XWELL’s equity interests in the Target Companies\n(the “**Sale**”).\n\n \n\nXpresSpa is engaged in operating a network of\nretail spa locations in airports, offering travelers premium spa services including massage, nail and skin care, as well as spa and travel\nproducts (the “**XpresSpa Airport Business**”). XpresTest is engaged in conducting bio surveillance monitoring,\nincluding aircraft wastewater sampling and passenger nasal sampling, and multi-pathogen testing across collection locations at airports\n(the “**XpresTest Business**”). XWELL’s health and wellness retail locations outside of airports (the “**Retained\nEx-Airport Business**”) will be retained by XWELL and are not included in the Sale.\n\n \n\n*Purchase Price*\n\n \n\nUnder the terms of the Purchase Agreement, the\nBuyer will pay XWELL a base purchase price of $13,000,000 (the “**Base Purchase Price**”), subject to customary\nadjustments for net working capital, closing indebtedness, sale expenses and closing cash (as adjusted, the “**Purchase Price**”).\nAt the closing of the Sale, a portion of the Purchase Price, equal to $2,650,000 in the aggregate, will be deposited into escrow accounts\nto secure certain of XWELL’s post-closing obligations with respect to any purchase price adjustments or indemnities.\n\n \n\n*Treatment of Certain Equity Awards*\n\n \n\nAt the closing of the Sale, each outstanding\nrestricted stock award granted by XpresTest (the “**XpresTest RSAs**”) will become fully vested and will be cancelled\nor repurchased by XpresTest for an amount in cash equal to (i) the number of shares of XpresTest common stock underlying such XpresTest\nRSA multiplied by (ii) a per-share price to be mutually agreed by the Buyer and XWELL based on a valuation of XpresTest.\n\n \n\n*Representations and Warranties*\n\n \n\nThe Purchase Agreement contains customary representations\nand warranties of XWELL regarding XWELL, the Target Companies, the XpresSpa Airport Business, and the XpresTest Business. The Purchase\nAgreement also contains customary representations and warranties of Buyer.\n\n \n\n*Covenants*\n\n \n\nThe Purchase Agreement includes covenants of\nthe parties customary for transactions of this type, including, among others, covenants relating to (i) using reasonable best efforts\nto consummate the transactions, (ii) no solicitation of alternative transactions by XWELL, subject to certain exceptions described\nbelow, (iii) the conduct of the Target Companies’ businesses during the period between signing and closing, and (iv) a\nfive-year non-competition covenant.\n\n \n\nUntil the earlier of the closing of the Sale\nand the valid termination of the Purchase Agreement in accordance with its terms, XWELL will be subject to customary “no-shop”\nrestrictions on its ability to solicit, initiate, encourage or facilitate any alternative acquisition proposals from third parties, participate\nin discussions or negotiations with such third parties regarding such alternative acquisition proposals or provide nonpublic information\nto such third parties. In addition, XWELL has agreed that, subject to certain exceptions, the Board will not withdraw its recommendation\nthat the XWELL’s stockholders vote to adopt and approve the Purchase Agreement. Notwithstanding the foregoing, if XWELL receives\nan alternative acquisition proposals that did not result from a material breach of the non-solicitation provisions of the Purchase Agreement,\nand the Board determines in good faith, after consultation with its outside legal counsel, that such proposal constitutes a Superior\nProposal (as defined in the Purchase Agreement) or is reasonably expected to lead to a Superior Proposal, then XWELL can participate\nin discussions and negotiations regarding such alternative acquisition proposal if the failure to do so would reasonably be expected\nto result in a breach of the directors’ fiduciary duties under applicable law, subject to the terms and conditions of the Purchase\nAgreement.\n\n \n\n \n\n \n\n \n\nThe consummation of the Sale requires the affirmative\nvote of holders of a majority of the outstanding shares of XWELL’s common stock (the “**Stockholder Approval**”).\nXWELL is required to file a preliminary proxy statement (the “**Proxy Statement**”) with the SEC within 20 days\nfollowing the date of the Purchase Agreement.\n\n \n\n*Conditions to Closing*\n\n \n\nConsummation of the Sale is subject to certain\nclosing conditions, including, among other things, (i) the absence of any action or order preventing the transactions, (ii) the\nStockholder Approval, (iii) the accuracy of the parties’ respective representations and warranties, subject to applicable\nmateriality standards, (iv) the performance, in all material respects, by the parties of their respective covenants under the Purchase\nAgreement, (v) the absence of a material adverse effect with respect to the Target Companies since the date of the Purchase Agreement,\n(vi) satisfaction of certain minimum cash requirements, and (vii) the obtaining of certain third-party consents and approvals.\n\n \n\nAs of the date of the Purchase Agreement, neither\na debt commitment letter nor an equity commitment letter has been obtained by the Buyer. The Buyer has represented that, subject to the\nfunding of anticipated debt financing and equity capital contributed to the Buyer, the Buyer will have at the Closing the financial capability\nand sufficient unrestricted funds available necessary to consummate the transactions contemplated by the Purchase Agreement. The Buyer\nhas agreed to use its reasonable best efforts to take all actions reasonably necessary to arrange and consummate equity financing and\ndebt financing on commercially reasonable terms and in an aggregate amount sufficient to fund the transactions contemplated by the Purchase\nAgreement. Notwithstanding the foregoing, the Buyer’s obligations under the Purchase Agreement are absolute and unconditional,\nare not contingent upon the Buyer’s or any other person’s ability to obtain financing, and the failure to obtain financing\ndoes not excuse the Buyer’s obligation to consummate the Closing (subject solely to satisfaction of the closing conditions).\n\n \n\n*Termination*\n\n \n\nEither XWELL or the Buyer may terminate the Purchase\nAgreement under certain specified circumstances, including, among others, if (i) the Sale has not been consummated by the 180th\nday following the date of the Purchase Agreement, subject to up to two automatic 30-day extensions if the sole unsatisfied condition\nis Stockholder Approval (the “**Termination Date**”), (ii) a governmental order makes the transactions illegal,\nor (iii) Stockholder Approval is not obtained at a duly convened meeting. The Buyer may also terminate the Purchase Agreement if\nthere has been an uncured breach by XWELL or the Target Companies, or upon the occurrence of certain events relating to the Board’s\nrecommendation. XWELL may also terminate the Purchase Agreement if there has been an uncured breach by the Buyer, to accept a Superior\nProposal (subject to payment of the Buyer Termination Fee, (as defined below)), or if all conditions to Closing have been satisfied and\nthe Buyer fails to close within five business days after notice.\n\n \n\nXWELL may, under certain circumstances, be required\nto pay Buyer a termination fee equal to the greater of (A) $1,300,000 and (B) $650,000 plus the Buyer’s documented out-of-pocket\nexpenses (capped at $2,000,000 for expenses) (the “**Buyer Termination Fee**”). The Buyer Termination Fee will\nbecome payable if the Purchase Agreement is terminated (i) by the Buyer because the Board has changed its recommendation that XWELL’s\nstockholders vote to adopt and approve the Purchase Agreement, (ii) by XWELL in order to enter into a definitive agreement with\nrespect to an alternative transaction, (iii) by either party upon the failure to obtain the Stockholder Approval, (iv) by the\nBuyer as a result of an uncured breach by XWELL or the Target Companies, (v) by either party upon the expiration of the Termination\nDate at a time when the Buyer would otherwise be entitled to terminate as a result of one of the foregoing events, or (vi) by either\nparty upon the expiration of the Termination Date if, following the date of the Purchase Agreement and prior to such termination, an\nalternative transaction proposal was made to or publicly announced with respect to XWELL and, within twelve (12) months after such termination,\nXWELL consummates an alternative transaction.\n\n \n\nThe Buyer may, under certain circumstances, be\nrequired to pay XWELL a termination fee equal to the greater of (A) $1,300,000 and (B) $650,000 plus XWELL’s documented\nout-of-pocket expenses (capped at $2,000,000 for expenses) (the “**Seller Termination Fee**”). The Seller Termination\nFee will become payable if the Purchase Agreement is terminated (i) by XWELL as a result of an uncured breach by the Buyer of any\nof its representations, warranties, covenants or agreements under the Purchase Agreement, or (ii) by XWELL if all conditions to\nthe closing have been satisfied (or are capable of being satisfied), XWELL has confirmed in writing that it is ready, willing and able\nto close, and the Buyer fails to consummate the closing within five (5) business days following such notice.\n\n \n\n \n\n \n\n \n\n*Limited Guaranty*\n\n \n\nIn connection with the Purchase Agreement, Face\nHaus LLC, a Delaware limited liability company and the parent entity of the Buyer (the “**Guarantor**”) delivered\na limited guaranty in favor of XWELL (the “**Limited Guaranty**”). In accordance with the terms and subject to\nthe conditions set forth in the Limited Guaranty, the Guarantor unconditionally and irrevocably guarantees the due and punctual payment\nand performance of certain obligations of the Buyer, including (i) payment of the Seller Termination Fee, (ii) payment or reimbursement\nof financing cooperation expenses pursuant to the Purchase Agreement, (iii) certain other amounts that may become payable upon termination\nof the Purchase Agreement, and (iv) payment of any monetary damages resulting from a Willful Breach (as defined in the Purchase\nAgreement) by the Buyer of its financing obligations under the Purchase Agreement. The Guarantor’s aggregate liability under the\nLimited Guaranty with respect to the Seller Termination Fee is capped at an amount equal to the Seller Termination Fee, and the Guarantor's\ntotal aggregate liability under the Limited Guaranty may not exceed the Purchase Price. The Limited Guaranty will expire upon the closing.\n\n \n\n*Indemnification*\n\n \n\nThe Purchase Agreement provides for customary\nindemnification obligations. General claims for breaches of representations and warranties (other than fundamental representations) are\nsubject to a cap of $2,000,000. The Buyer is required to first seek recovery from the indemnity escrow funds before making direct claims\nagainst XWELL for general representation and warranty claims.\n\n \n\n*Certain Other Agreements*\n\n \n\nConcurrently and in\nconnection with the execution of the Purchase Agreement, (i) each member of the Board and each executive officer of XWELL who holds\nshares of XWELL’s common stock and (ii) American Ventures LLC Series XXIV XWELL (collectively, the “**Support\nParties**”) entered into Support Agreements (collectively, the “**Support Agreements**”), in accordance\nwith the terms and subject to the conditions of which the Support Parties have agreed to, among other things, vote all of their shares\nof common stock in favor of the approval and adoption of the Purchase Agreement and the Sale, vote against any alternative transaction,\nand be present at every stockholder meeting for quorum purposes. The Support Agreements also contain certain transfer restrictions and\nnon-solicitation provisions applicable to the Support Parties (solely in their capacity as stockholders of XWELL). American Ventures\nLLC Series XXIV XWELL has also agreed in its Support Agreement to increase its maximum beneficial ownership threshold under its\nSeries H Convertible Preferred Stock (the “**Series H Preferred**”) to 19.99% and to convert its Series H\nPreferred into shares of XWELL’s common stock prior to the record date for the stockholder meeting seeking Stockholder Approval.\n\n \n\nIn connection with the closing of the Sale, the\nparties will enter into a Transition Services Agreement and an Escrow Agreement with Citibank, N.A., as escrow agent.\n\n \n\nThe preceding summaries\nof the Purchase Agreement and Limited Guaranty do not purport to be complete and are qualified in their entirety by reference to the\nPurchase Agreement and the Limited Guaranty, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K\nand which are incorporated herein by reference. The preceding summary of the Support Agreements does not purport to be complete.\n\n \n\nThe Purchase Agreement\nhas been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding\nits terms. It is not intended to provide any other factual information about XWELL or the Target Companies or to modify or supplement\nany factual disclosures about XWELL in its public reports filed with the SEC. The Purchase Agreement includes representations, warranties\nand covenants of XWELL and the Buyer made solely for the purpose of the Purchase Agreement and solely for the benefit of the parties\nthereto in connection with the negotiated terms of the Purchase Agreement. Investors should not rely on the representations, warranties\nand covenants in the Purchase Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of\nXWELL, the Target Companies, the Buyer or any of their respective affiliates. Moreover, certain of those representations and warranties\nmay not be accurate or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which\nare not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings\nor may have been used for purposes of allocating risk among the parties to the Purchase Agreement, rather than establishing matters of\nfact."}