SCHEDULE: American Ventures Group Discloses 4.99% XWELL Stake

A group of investors led by American Ventures LLC and Dominari Holdings Inc. has disclosed a beneficial ownership interest in XWELL, Inc., capped at 4.99% due to regulatory limitations.

Summary

• American Ventures LLC, Series XXIV XWELL, Dominari Holdings Inc., American Ventures Management LLC, American Ventures IM LLC, Eric Newman, and Anthony Hayes (the "Reporting Persons") have filed a Schedule 13D regarding their beneficial ownership in XWELL, Inc.
• The Reporting Persons collectively hold securities that could convert or be exercised into a significant number of XWELL common shares, specifically 31,333 Series H Convertible Preferred Stock and 66,666,669 warrants by Series XXIV XWELL, and 5,248,000 warrants by Dominari Holdings Inc.
• All these securities are subject to a "Beneficial Ownership Limitation" which prohibits conversion or exercise if it would result in the holder and its affiliates beneficially owning more than 4.99% of XWELL's outstanding common stock.
• Based on 5,766,703 shares outstanding as of November 11, 2025, the maximum number of shares beneficially owned by the Reporting Persons under this limitation is 302,900, representing 4.99% of the class.
• The Series H Convertible Preferred Stock held by Series XXIV XWELL has no voting rights.
• The Reporting Persons currently do not directly own any common stock for Rule 13d-3 purposes and disclaim beneficial ownership beyond the 4.99% limit.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, as a new investment group is taking a strategic interest in XWELL, potentially leading to value-enhancing discussions, despite the beneficial ownership limitations.

Positives

• A group of investors has taken a significant, albeit limited, investment position in XWELL, potentially signaling confidence in the company's future.
• The Reporting Persons intend to engage in discussions with XWELL's management and board regarding potential strategic transactions, which could lead to value-enhancing opportunities.

Negatives

• The 4.99% Beneficial Ownership Limitation significantly restricts the Reporting Persons' ability to convert or exercise their preferred stock and warrants into common shares, limiting their direct voting power and influence.
• The Series H Convertible Preferred Stock held by Series XXIV XWELL carries no voting rights, further limiting direct shareholder influence.

Risks

• The Beneficial Ownership Limitation prevents the Reporting Persons from fully converting their preferred stock or exercising their warrants, potentially capping their upside if XWELL's stock price increases significantly.
• The Reporting Persons' stated intention to discuss strategic transactions may not materialize into definitive agreements or beneficial outcomes for all shareholders.
• The large number of underlying shares (66,666,669 from Series H Preferred and warrants for Series XXIV XWELL, plus 5,248,000 warrants for Dominari Holdings Inc.) could represent significant potential dilution if the beneficial ownership limitation were ever removed or increased, though currently restricted.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and may engage in discussions with XWELL's management, board, and stockholders concerning potential strategic transactions, including mergers and acquisitions. They may also facilitate discussions between XWELL and third parties for such opportunities, though no definitive agreements are currently in place.

Management Comments

• The Reporting Persons acquired the securities described herein for investment purposes.
• The Reporting Persons may engage in discussions with the Issuer's management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including possible merger and acquisition opportunities.
• The Reporting Persons may from time to time make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities.
• The Reporting Persons are in discussions with third parties that may result in one of the actions described in Item 4(a)-(j) above, however there are currently no definitive agreements to undertake such actions.

Industry Context

StockSavvy.ai notes that the disclosure of a significant, albeit capped, stake by an investment group often signals potential for increased shareholder activism or strategic shifts within a company. While the 4.99% limitation restricts immediate control, the stated intent to discuss strategic transactions suggests a proactive approach to influencing XWELL's future direction, which is a common tactic for investment firms seeking to unlock value.

Related Party Transactions

• Dominari Holdings Inc. received 5,248,000 warrants to purchase XWELL common stock as compensation for services rendered to XWELL in connection with acting as placement agent for a securities offering.

Stakeholder Impact

• Shareholders: Potential for strategic discussions could lead to changes in company direction or structure, potentially impacting share value. The 4.99% limitation means the new investors cannot immediately exert significant voting control.
• Management/Board: Will likely engage in discussions with the Reporting Persons regarding strategic options.

Next Steps

• Reporting Persons may engage in discussions with XWELL's management, board of directors, and stockholders regarding potential strategic transactions.
• Reporting Persons may facilitate discussions between XWELL and third parties concerning potential merger and acquisition opportunities.
• Reporting Persons may continue to review and consider other opportunities based on XWELL's financial position, securities price, market conditions, and economic factors.

Key Dates

Recommendation

The filing indicates a new strategic investor group with a capped stake and an intent to discuss strategic transactions. While this could be a catalyst for future value, the immediate impact is limited by the 4.99% beneficial ownership cap and the lack of definitive agreements. A "hold" recommendation reflects the potential for future positive developments without immediate strong signals for a "buy" or "sell."

Keywords

XWELL, Schedule 13D, beneficial ownership, convertible preferred stock, warrants, American Ventures, Dominari Holdings, strategic investment, corporate governance, SEC filing