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XWELL, the Trump sons and $38.8 million in public commitments
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The documents cited in the analysis and, where identified, their associated passages. An automatically detected association is not a verified claim.
- Form 8-K • Private placement terms ↗Source date not identified
- Form 8-K • Closing of private placement ↗Source date not identified
- Form 10-Q • Quarter ended June 30, 2026 ↗Source date not identified

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Contents12 sections
XpresTest has secured $38.8 million in federal commitments for health programmes. Its parent XWELL was financed by a vehicle connected to Dominari, a company in which Donald Trump Jr. and Eric Trump own shares. Official records and securities filings identify the financial interests, compensation and proposed sale of the operating businesses.
Documentary investigation checked through 10 November 2026. Scope: the United States and a health programme in the Democratic Republic of Congo. All monetary amounts are nominal US dollars.
For years, XWELL’s airport business meant massages and wellness treatments. Its subsidiary XpresTest also does something very different: collecting samples to monitor infectious diseases among travellers. That health business now sits at the intersection of a private financing deal, federal awards and a proposed change of ownership.
Official records show $38,815,410.68 in federal obligations to XpresTest, across a contract from the Centers for Disease Control and Prevention, or CDC, and a State Department cooperative agreement. The contract covers a year; the cooperative agreement runs for two. Their sum measures cumulative commitments across different missions. The outlay fields in the retrieved records are unreported. S26 S29
XpresTest is the recipient of the awards. The Trump brothers’ connections run through the financing of its parent, XWELL. Donald Trump Jr. and Eric Trump own shares in Dominari, whose entities arrange the placement or manage investment vehicles. Assessing the conflict-of-interest risk requires following those relationships through to the decisions and gains that the evidence actually establishes. S12 S15 S28
Two federal awards with different health missions
CDC contract 75D30126C21193 concerns Ebola entry-screening services. The official notice gives an award date of 6 July 2026, followed by publication on 28 July. USAspending’s transaction history shows $18,137,975 obligated on 6 July, with a further $677,435.68 on 25 September. The resulting total is $18,815,410.68, for performance running through 5 July 2027. Today’s $18.8 million figure therefore includes an addition made after the initial award. S01 S26
The State Department award is cooperative agreement SAQMMA26CA0383. Official transactions record $20 million obligated on 25 September 2026, with performance from 28 September 2026 to 30 September 2028 and a place of performance in the Democratic Republic of Congo. This is federal assistance. Treating it as another procurement contract would erase differences in the instruments’ purpose and oversight. S29
An obligation commits government resources to an award. Payment depends on performance; recognised revenue follows accounting rules; profit reflects costs. The records establish the commitments. Actual disbursements and the profitability of each assignment require additional evidence. An unreported outlay field remains missing data. S26 S29
Choosing a supplier under emergency conditions
The CDC record identifies a non-competed procurement, one offer and an urgency justification. The official notice describes Ebola response and a sole-source acquisition. The important questions concern the reasons for selecting the supplier: readiness, alternatives considered, negotiated pricing and supervision of delivery. S01 S26
Federal acquisition rules provide an exception for unusual and compelling urgency, alongside justification requirements and an obligation to request offers from as many sources as circumstances permit. The notice refers to both the traditional numbering and the acquisition-rule overhaul. Evaluating the procurement requires the applicable rules and, above all, the signed justification for this particular award. HHS had aligned its acquisition supplement with the overhaul through a deviation signed on 21 November 2025, effective immediately for the covered actions. This provides context for the dual numbering; the signed award-specific justification remains unavailable. S04 S05 S30
XpresTest had a health business before American Ventures financed XWELL. In January 2026, the CDC said its traveller genomic-surveillance programme, launched in 2021, involved a partnership with XWELL and Ginkgo. The agency reported more than one million participants across the whole programme. That operating history provides a concrete basis for examining the supplier’s capabilities and the resources required by a new assignment. S06
On 8 January, XWELL also announced that Cindy Friedman, formerly a CDC official and leader of its traveller-surveillance programme, would become a biosecurity adviser. Her background brings directly relevant expertise. The release leaves her possible role in the July procurement unspecified; the ethics records governing any contacts with her former agency remain to be established. S07
The parent company was financially vulnerable. For 2025, XWELL reported $29.2 million in revenue and approximately $17 million in net loss attributable to the company. Year-end cash and equivalents were $2.6 million, excluding restricted funds. Those figures explain the importance of fresh financing and a reorganisation of the businesses. S08 S27
The Trump brothers’ interests run through Dominari
Dominari’s proxy filed on 6 November 2026 provides an ownership snapshot dated 20 October. Donald Trump Jr. and Eric Trump each held 1,398,414 shares, or 5.55% of common stock on the published denominator of 25,201,979 shares. September filings gave 5.77% using another denominator. The reported share count for each brother is unchanged between those records. S13 S14 S28
Several functions sit below Dominari. The group reports owning 90% of American Ventures Management and American Ventures IM, which are management entities. American Ventures Series XXIV holds the investment in XWELL and appears as a direct holder of its securities. Dominari Securities separately acts as the compensated placement agent. S09 S12 S15
The structure creates different potential sources of return: placement services, management rights and the value of securities held by investors. The series’ private agreements would be needed to explain how those returns are allocated. We did not obtain those agreements, a complete investor register or records documenting any realised personal gains. Multiplying 5.55% by 90% and applying the result to federal awards would combine different interests and rights.
The Trump brothers deny intervening in awards, ProPublica reports. S25 Our primary-source collection establishes the financial relationships described here; communications capable of demonstrating intervention in the award process remain to be obtained.
Method and scope
Fees, refinancing and the cash left for XWELL
The February placement raised $31.333 million gross in two closings: $30.832 million on 27 February and $501,000 on 3 March. It combined convertible preferred shares with warrants, instruments giving their holders the right to obtain shares on specified terms. S09 S10
Dominari Securities’ compensation terms included a cash fee of 8% of funds raised, a 1% expense allowance and placement-agent warrants. Applied to the actual gross proceeds, the first two components amount to approximately $2.507 million and $313,330. They concern the intermediary. Establishing any amount personally received by a shareholder would require separate evidence. S09 S10
The first-half cash-flow statement reports $28.269 million net proceeds. The $3.064 million difference from gross proceeds measures cash financing costs deducted from the funds raised. The 10-Q reports a higher accounting cost of issuance, $10.216 million, including $7.152 million in the fair value of placement-agent warrants. That non-cash component explains the difference. The cash reconciliation includes only financing costs actually deducted from proceeds. S11
Of the net cash, $9 million redeemed earlier instruments. That leaves a subtotal of $19.269 million before other cash flows. The company’s operations and other transactions must then be included to assess its position. At 30 June, cash including restricted funds stood at $12.346 million; operating activities had used $9.117 million during the first half. S11
A headline financing amount can therefore support the business while paying intermediaries and allowing earlier capital providers to exit. That allocation matters when assessing each participant’s incentives and the resources available for the operating business.
Method and scope
The $13 million offer arrived in March
On 6 July 2026, the date of the CDC’s initial award, XWELL signed an agreement to sell XpresTest and XpresSpa to Express Wellness Group, an entity affiliated with Face Haus. The $13 million base price is subject to adjustments. It covers two businesses, with XWELL as the seller. S17 S18
The coincidence deserves scrutiny. The negotiation history given to shareholders adds an important earlier date: Face Haus submitted a non-binding $13 million offer on 11 March, followed by an exclusivity agreement on 17 March. Discussions had started in August 2025. S16
That sequence changes the investigation. Establishing the health business’s influence on price would require comparing forecasts, risks and information exchanged in the spring with those available in July. An unchanged base price can coexist with different commercial assumptions or adjustments. The public record supplies the chronology and some assumptions; the complete communications between the parties remain unavailable.
The buyer would acquire the subsidiaries’ equity. A share acquisition can preserve the legal entity performing an existing contract. Federal rules provide for certain stock acquisitions in which a novation agreement is unnecessary. The particular contract’s obligations and any required agency arrangements still need to be checked against the applicable records. S22
Existing cash explains Roth’s $30.1 million valuation
Roth’s model uses a financial snapshot dated 31 March 2026. It adds a $13 million base price to $17.1 million of existing cash: $15.6 million would be distributed before closing, while $1.5 million would remain in the subsidiaries and enter the price adjustment. The result is $30.1 million of value in that model. Recovering money already held within the group preserves existing wealth; it does not create another premium paid by the buyer. S16 S18
The agreement also provides for $2.65 million in escrow at closing: $750,000 for adjustments, $1.65 million for indemnification and $250,000 for litigation. The final proceeds depend on cash, debt, unpaid transaction expenses and working capital, the resources tied up in day-to-day operations. The announced price can therefore differ from the cash immediately available to the seller. S18
A financial fairness opinion addresses a question for the seller and its shareholders. A public supplier’s selection requires a separate examination, with its own documents and decision-makers. Each assessment has to remain within its remit.
Method and scope
Executives received cash ahead of the proposed sale
A personal cash flow was reported in October. XpresTest repurchased 279.5 securities awarded to executives, former employees or service providers as share-based compensation for approximately $2.7 million. The 8-K states that unvested rights were accelerated and that a payment originally due at the sale was brought forward with the buyer’s agreement. Bruce Bernstein received approximately $1.031 million, Ezra Ernst $530,000 and Ian Brown $96,000. S19
Those payments raise concrete questions about award dates, valuation and recipients’ involvement in decisions. A payment can follow contractual rights while influencing the options a recipient has an incentive to favour. The proxy dates the repurchase to 5 October; the 8-K gives 8 October. We preserve that discrepancy. The bank-level origin of the funds and any connection to CDC disbursements remain unknown. S18 S19
The economic treatment must also respect the timing. Money already paid belongs to earlier cash flows; deducting it again as an unpaid disposal expense would distort the calculation of sale proceeds.
Financing instruments become part of the vote
The convertibles include a 4.99% beneficial-ownership blocker, which can be raised to 9.99% after notice. This limits an ordinary-share position at a given moment. Economic exposure also depends on conversions, remaining warrants and any sales actually made. Calculating a return would require those transactions and their realised prices. S09 S15
Series XXIV describes notice on 7 July, effectiveness on 7 September and a conversion on 8 September yielding 993,617 common shares. The proxy supplement links the increase and conversion to a support agreement with the buyer dated 6 July. The series agreed, among other things, to support the sale and oppose certain alternatives. The financing thus connects directly to transaction governance through a documented agreement. S15 S20
The company subsequently corrected the voting-share denominator after omitting 650,000 shares awarded to directors. The count rose from 9,970,883 to 10,620,883. Holding the series’ 993,617-share numerator constant changes the calculated proportion from 9.97% to 9.36%. That movement reflects the denominator rather than a newly observed disposal of shares. S15 S20
On 28 October, the proposal received 5,423,862 votes in favour, or 51.07% of eligible shares. Shareholder approval is one step towards completion. The SEC submissions register reviewed on 10 November lists XWELL’s latest filing as the 29 October 8-K reporting the vote. Our collection obtained no subsequent public confirmation of closing. Completion therefore remains to be confirmed. S21
Transparency must follow the financial interests
The records go beyond a coincidence of famous names and large numbers. Dominari receives placement compensation; a vehicle holds securities and commits to support a sale; executives receive an early payment; XpresTest obtains two federal awards. The family connections to the president make scrutiny of those decisions and their beneficiaries particularly important.
Oversight of the CDC procurement should make the urgency justification, alternatives and price analysis examinable. Oversight of the cooperative agreement must address performance obligations and supervision of the funds. For the sale, the forecasts used in the spring and July, followed by the closing statement, would help connect commercial expectations with the amounts ultimately realised.
This investigation documents financial interests and public decisions. Establishing preferential treatment would require examining selection against alternatives and applicable rules, then documenting any improper advantage and its beneficiaries. Correspondence or interventions could help establish how the decisions were made. That evidentiary standard strengthens the case for transparency now, while decisions are committing public money.
Method and limitations
The financial facts rest on SEC filings and company documents, with their statements explicitly attributed. Official USAspending award records and transaction histories were reviewed on 10 November for both federal awards. Their obligations are added cumulatively across different instruments and performance periods. Outlays remain unreported. Calculations are explained in the text and the figure methods.
We did not obtain bank records, the series’ complete investor list, the signed procurement justification or a final closing statement. No requests for comment were sent. The opening illustration was generated with the built-in image tool; the analytical graphics use the cited records and calculations.
Further reading
Our investigation of public investment in Intel and MP Materials examines taxpayer risks through the contracts and securities involved. The analysis of Trump Jr., drones and Unusual Machines distinguishes holdings, financial instruments and links to industrial policy.
Sources and scope
- Ebola Entry Screening Services • JOFOC_75D30126C21193
Passages and scope
2026-07-28
Original CDC notice read in full. Award on 6 July, notice on 28 July; sole-source urgency procurement. The signed justification attachment was not obtained.
- FAR 6.302-2 • Unusual and compelling urgency
Passages and scope
Publication date not established
Traditional FAR urgency exception. The general rule does not resolve the legality or pricing of this particular procurement.
- FAR overhaul • Part 6, Competition requirements
Passages and scope
Publication date not established
Overhauled Part 6, including RFO 6.103-2. Read with HHS’s published deviation and the original CDC notice.
- CDC surpasses 1 million voluntary air travel participants
Passages and scope
2026-01-30
CDC report for the entire traveller-surveillance programme, launched in 2021. One million participants cannot be assigned to XWELL alone.
- XWELL appoints former CDC expert as biosecurity adviser
Passages and scope
2026-01-08
Issuer announcement of Cindy Friedman’s appointment. Her role in the July award and relevant ethics records were not established.
- XWELL reports fiscal 2025 results
Passages and scope
2026-04-01
Issuer-reported 2025 revenue, attributable loss and unrestricted cash. Cross-checked with the annual filing.
- Form 8-K • Private placement terms
Passages and scope
2026-02-25
Preferred securities, warrants, ownership blockers and placement-agent terms. Compensation of an intermediary is distinct from a shareholder’s personal receipts.
- Form 8-K • Closing of private placement
Passages and scope
2026-03-04
Two placement closings, actual gross proceeds of $31.333 million and redemption of earlier instruments.
- Form 10-Q • Quarter ended June 30, 2026
Passages and scope
2026-08-14
First-half cash-flow statement and Note 9: $3.064 million cash financing costs, $7.152 million warrant fair value and $10.216 million accounting issuance costs. Net proceeds and ending cash have different scopes.
- Form 10-Q • American Ventures management structure
Passages and scope
2026-08-11
Ownership of 90% of two American Ventures management entities. The filing distinguishes management from investors’ rights in individual series.
- Schedule 13G • Donald J. Trump Jr.
Passages and scope
2026-09-16
Donald Trump Jr.’s historical September filing: 1,398,414 shares and 5.77% using the stated denominator. The newer snapshot is S28.
- Schedule 13G • Eric Trump
Passages and scope
2026-09-16
Eric Trump’s historical September filing: 1,398,414 shares and 5.77% using the stated denominator. The newer snapshot is S28.
- Schedule 13D amendment • American Ventures Series XXIV
Passages and scope
2026-09-08
Series XXIV holdings, notice and conversion dates, ownership limitations and separate securities. No realised personal gain is calculated.
- Preliminary proxy • Background of the sale and Roth opinion
Passages and scope
2026-07-27
Negotiation history, non-binding 11 March offer, exclusivity and Roth’s model using 31 March cash. Valuation model and realised sale proceeds are distinct.
- Definitive agreement to divest XpresSpa and XpresTest
Passages and scope
2026-07-07
Issuer announcement of the proposed two-business sale, $13 million base price and intended strategic direction. Announcement is distinct from closing.
- Definitive proxy • Sale proposal
Passages and scope
2026-10-08
Definitive proxy, transaction adjustments, escrows, management interests and conditions. The proxy’s 5 October repurchase date differs from S19.
- Form 8-K • XpresTest restricted stock repurchases
Passages and scope
2026-10-08
Repurchase of 279.5 restricted securities, acceleration and early cash payments. The filing gives 8 October; rounded total approximately $2.7 million.
- Proxy supplement • Correction of outstanding shares
Passages and scope
2026-10-21
Corrected eligible-share count, omitted director awards and the support agreement linking the ownership-blocker increase and conversion to voting commitments.
- Form 8-K • Special meeting voting results
Passages and scope
2026-10-29
Voting results for 28 October. The live SEC submissions register was also read on 10 November: latest listed XWELL filing dated 29 October. No subsequent closing confirmation was obtained.
- FAR 42.1204 • Applicability of novation agreements
Passages and scope
Publication date not established
Novation rules and some share acquisitions preserving the contracting legal entity. No agency determination for this particular proposed sale was obtained.
- Response
Passages and scope
2026-11-09
Reported response; no interview was conducted by l0g.
- USAspending: CDC contract 75D30126C21193
Passages and scope
Publication date not established
Official award and complete transaction history: initial $18,137,975, addition $677,435.68, cumulative obligations $18,815,410.68. One-year contract, one offer, sole-source urgency. Outlays unreported, not established as zero.
- Form 10-K • Year ended December 31, 2025
Passages and scope
2026-04-01
Annual accounts: cash $2.617 million and net loss attributable to XWELL $16.991 million. Consolidated loss and loss attributable to common shareholders are different measures.
- Dominari proxy: beneficial ownership at 20 October 2026
Passages and scope
2026-11-06
Proxy filed 6 November, snapshot 20 October: each brother holds 1,398,414 common shares, 5.55% of 25,201,979. No personal interest or realised return in each investment series is established.
- USAspending: State cooperative agreement SAQMMA26CA0383
Passages and scope
Publication date not established
Official cooperative-agreement record and complete transaction history: $20 million obligated on 25 September; performance 28 September 2026 to 30 September 2028, Congo (Kinshasa). Federal assistance; procurement competition codes from the CDC award do not apply. Outlays unreported.
- HHSAR Class Deviation 2026-01
Passages and scope
2025-11-21
HHSAR Class Deviation 2026-01, signed and effective 21 November 2025: alignment of Part 306 and other specified provisions with the overhaul. Context for rule numbering; not a complete legal assessment of the award.
This analysis is not investment advice.
// cite this analysis
l0g, “XWELL, the Trump sons and $38.8 million in public commitments”, l0g.fr, published November 10, 2026, updated November 10, 2026, https://l0g.fr/en/analysis/xwell-trump-sons-public-money/
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