XWELL, Inc. (NASDAQ:XWEL) ("XWELL" or the "Company"), a provider of wellness and biosecurity solutions, today announced that it has entered into a securities purchase agreement with a series of American Ventures, LLC in a private placement that is expected to result in gross proceeds to the Company of approximately $31.3 million, before deducting placement agent fees and offering expenses.

The private placement consists of the sale of, (i) approximately 31,333 shares of Series H Convertible Preferred Stock, with a stated value of $1,000 per share, convertible into an aggregate of 66,666,669 shares of common stock of the Company at an initial conversion price of $0.47 per share, and (ii) accompanying warrants to purchase up to 66,666,669 shares of the Company's common stock. The warrants issued in the private placement will be exercisable immediately at an exercise price of $0.345 per share and will expire three years from the date of issuance. The private placement was priced at the market under Nasdaq rules.

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