Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 25, 2026 (the "Prior 8-K"), on February 24, 2026, XWELL, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with a certain accredited investor for the issuance and sale of (i) shares of the Company's newly-designated Series H Convertible Preferred Stock ("Preferred Stock"), with a par value of $0.01 per share and a stated value of $1,000 per share, convertible into shares of the Company's common stock, par value $0.01 per share ("Common Stock"), with an initial conversion price of $0.47 per share, and (ii) warrants ("Warrants") to purchase shares of Common Stock, at an initial exercise price of $0.345 per share (collectively, the "Private Placement").

The initial closing of the Private Placement with respect to 30,832 shares of Preferred Stock and Warrants to purchase up to 65,600,000 shares of Common Stock for aggregate gross proceeds of $30,832,000 occurred on February 27, 2026, and a subsequent closing of the Private Placement with respect to 501 shares of Preferred Stock and Warrants to purchase up to 1,065,957 shares of Common Stock for aggregate gross proceeds of $501,000 occurred on March 3, 2026. The Company collectively issued 31,333 shares of Preferred Stock initially convertible into up to 66,665,957 shares of Common Stock and Warrants to purchase up to 66,665,957 shares of Common Stock in the Private Placement. The aggregate gross proceeds from the Private Placement were $31,333,000.

In connection with the Private Placement, pursuant to a placement agency agreement (the "Placement Agency Agreement"), dated as of February 24, 2026, by and between the Company and Dominari Securities LLC (the "Placement Agent"), the Company engaged the Placement Agent to act as an exclusive placement agent in connection with the Private Placement and agreed to, among other things, issue to the Placement Agent warrants (the "Placement Agent Warrants") to purchase up to 5,333,277 shares of Common Stock, with the same terms as the Warrants, except that the Placement Agent Warrants have a term of five (5) years from the date of issuance.

The descriptions of the terms of the Preferred Stock and of the Warrants and of the Registration Rights Agreement contained in Item 1.01 of the Prior 8-K are incorporated herein by reference. Those descriptions, as well as the foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement and the Placement Agent Warrants, do not purport to be complete and are qualified in their entirety by reference to the forms of Certificate of Designations of the Series H Convertible Preferred Stock with the Secretary of State of the State of Delaware (the "Certificate of Designations"), the Warrants, the Registration Rights Agreement, the Purchase Agreement, the Placement Agency Agreement and the Placement Agent Warrants, which were filed as Exhibits 3.1, 4.1, 10.2, 10.1, 10.3 and 4.2, respectively, to the Prior 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K related to the Private Placement is incorporated herein by reference. In connection with the issuance of the Preferred Stock, Warrants and Placement Agent Warrants in the Private Placement described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.