XWELL (XWEL) Proxy filing summary

Executive summary

• July 6, 2026 agreement proposes a $13 million base-price sale, subject to adjustments, of the airport spa and testing businesses to Express Wellness Group; closing is expected in Q4 2026, subject to approval and other conditions.

• Twelve non-airport wellness locations would be retained; sale proceeds would fund their continued operation and potential strategic acquisitions or business combinations, with no distribution to stockholders planned.

• The Board cited liquidity pressures, sustained spa losses and XpresTest's dependence on a single CDC customer in favor of the sale and redeployment of capital.

Voting matters and shareholder proposals

• The October 28, 2026 virtual meeting will consider the sale, an advisory sale-compensation vote, a 2020 Plan share-reserve increase and authority to adjourn for more proxies; the Board recommends FOR all four.

• Sale approval requires a majority of outstanding common shares; each other proposal requires a majority of votes cast. Abstentions and non-votes count against the sale, while abstentions have no effect on the other proposals.

• As of October 7, 9,970,883 common shares were outstanding; quorum requires one-third of eligible votes. Support parties committed to vote FOR the sale and held about 28.1% of outstanding shares.

• Failure to approve the sale prevents closing even if the other proposals pass; the sale-compensation and plan proposals are not closing conditions.

Board of directors and corporate governance

• The Board unanimously found the sale advisable and in stockholders' best interests, directed a stockholder vote and recommended approval of the Purchase Agreement.

• Roth Capital Partners opined on July 6, 2026 that the consideration was fair to the seller from a financial point of view; its opinion was not a recommendation on how stockholders should vote.

• The Board considered directors' and executives' differing sale interests and determined recusal was unnecessary, citing the majority's lack of a different financial interest and the pre-existing nature of certain awards.