XWELL (XWEL) Proxy filing summary

Executive summary

• The proxy filing seeks shareholder approval for the sale of all equity interests in XpresSpa Holdings, LLC and XpresTest, Inc. to Express Wellness Group, LLC for a base purchase price of $13 million, subject to adjustments and escrow arrangements.

• The transaction is part of a strategic restructuring to address ongoing financial challenges, including persistent losses, liquidity pressures, and Nasdaq compliance risks.

• The Board unanimously recommends voting in favor of the sale, the related executive compensation, and the authority to adjourn the meeting if necessary.

• The sale is expected to close in Q4 2026, contingent on shareholder approval and other customary closing conditions.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the sale proposal, (2) an advisory vote on executive compensation related to the sale, and (3) the authority to adjourn the meeting to solicit additional votes if needed.

• Approval of the sale requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

• No appraisal or dissenters' rights are available to shareholders for this transaction.

Board of directors and corporate governance

• The Board conducted a comprehensive review of strategic alternatives, including asset divestitures, business combinations, and potential liquidation.

• All current directors and executive officers holding shares have entered into support agreements to vote in favor of the sale.

• The Board considered the fairness opinion of Roth Capital Partners and determined the sale is in the best interests of shareholders.