XWELL (XWEL) Proxy filing summary

Executive summary

• Supplement corrects record-date common shares outstanding to 10,620,883 from 9,970,883; the 650,000-share difference came from August 2026 restricted stock awards to certain board members.

• Correction leaves the October 28, 2026 virtual meeting, proposals, approval requirements, and board recommendation unchanged; holders who already voted need act only if they want to change their vote.

Voting matters and shareholder proposals

• Special meeting is scheduled for October 28, 2026, at 10:00 a.m. Eastern Time; eligible holders are those of record at close of business October 7, 2026.

• Support Parties agreed to vote their shares for approval and adoption of the Purchase Agreement and Sale, against alternative transactions, and to attend meetings to establish a quorum.

• Support Parties beneficially owned approximately 26.4% of outstanding voting common shares as of the record date; their voting commitments also apply at an adjourned meeting.

Board of directors and corporate governance

• Board members holding common shares entered Support Agreements with the Buyer, including transfer restrictions and non-solicitation obligations in their capacity as stockholders.

• The 650,000 shares omitted from the original share count were issued in August 2026 under restricted stock awards to certain board members; each share carries one vote.