XWELL agreed to sell its XpresSpa airport spa network and XpresTest biosurveillance unit to Express Wellness Group for a $13.0 million base price, subject to customary adjustments, with $2.65 million placed in escrow at closing. The transaction requires majority stockholder approval and other customary conditions, and the buyer’s obligations are not contingent on financing. To support completion, Face Haus issued a Limited Guaranty backing specified buyer obligations, and XWELL secured Support Agreements from directors, executives, and American Ventures to vote for the sale. XWELL will retain its health and wellness retail locations outside airports.
Agreement 1: XWELL to Sell XpresSpa and XpresTest to Express Wellness Group for $13 Million
- Agreement type: Securities Purchase Agreement (sale of equity interests in subsidiaries)
- Counterparty: Express Wellness Group
- Signed / Effective: Jul 06 2026 / same
- Duration / Termination: Transaction-specific
- Reason: Divest airport spa and biosurveillance units, focus on ex-airport retail
Agreement 2: Face Haus Provides Limited Guaranty Backing Buyer Obligations in XWELL Divestiture
- Agreement type: Limited Guaranty backing buyer obligations and fees
- Counterparty: Face Haus
- Signed / Effective: Jul 06 2026 / same
- Duration / Termination: Until closing
- Reason: Backstop buyer obligations and termination fee
Agreement 3: XWELL Secures Support Agreements From Directors and Major Holder for Sale Vote
- Agreement type: Stockholder Support Agreements for vote
- Counterparty: Board Members and American Ventures
- Signed / Effective: Jul 06 2026 / same
- Duration / Termination: Until stockholder vote or termination
- Reason: Secure votes to approve divestiture
Original SEC Filing:
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