SCHEDULE: XWELL Inc. Shareholder Support Agreement Filed

Bruce Bernstein, a significant shareholder and Chairman of XWELL, Inc., has entered into a Support Agreement with Express Wellness Group, LLC, outlining voting commitments related to a proposed sale of the company's equity interests.

Summary

• Bruce Bernstein, holding 339,882 shares of XWELL, Inc. common stock, has entered into a Support Agreement with Express Wellness Group, LLC.
• This agreement, dated July 6, 2026, is a condition for Buyer's entry into a Securities Purchase Agreement for the sale of XWELL's equity interests in XpresSpa Holdings, LLC and XpresTest, Inc.
• Bernstein agrees to vote his shares (the 'Subject Shares') in favor of the Purchase Agreement and the Sale, and against any alternative transactions.
• He also agrees to ensure his shares are present at stockholder meetings to meet quorum requirements.
• The agreement includes provisions for a conditional power of attorney for Buyer if Bernstein fails to comply with his voting obligations.
• Bernstein's obligations terminate upon the valid termination of the Purchase Agreement, the closing of the Sale, mutual written consent, or a Valid Adverse Recommendation Change.
• The agreement specifies that Bernstein is acting solely in his capacity as a stockholder, not as a director or officer, and this does not limit his fiduciary duties in those roles.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating a structured approach to a significant transaction and a commitment from a key stakeholder.

Positives

• Secures a key shareholder's support for a significant transaction, reducing uncertainty.
• Provides clarity on voting intentions for the proposed sale of equity interests.
• Establishes a framework for Bernstein to vote in favor of the transaction and against competing offers.
• Includes provisions to ensure quorum at shareholder meetings, facilitating the process.

Negatives

• Highlights the dependence on a single major shareholder's commitment for the transaction's success.
• The agreement is conditional and can terminate under specific circumstances, introducing potential instability.

Risks

• The agreement's termination upon a 'Valid Adverse Recommendation Change' could allow Bernstein to withdraw support if the Seller's board changes its recommendation.
• Potential for disputes or delays if Bernstein fails to comply with his obligations, although a conditional power of attorney is in place.
• The success of the Sale is contingent on the terms and conditions of the overarching Securities Purchase Agreement.

Future Outlook

The future outlook is tied to the consummation of the Sale as outlined in the Securities Purchase Agreement. The Support Agreement aims to facilitate this transaction by ensuring a key shareholder's cooperation.

Management Comments

• Stockholder (Bruce Bernstein) agrees to vote all Subject Shares in favor of the Purchase Agreement and the Sale.
• Stockholder agrees to vote against any Alternative Transaction.
• Stockholder agrees to be present at every stockholder meeting to vote on the matters contemplated by the agreement to ensure quorum.
• The agreement is a material inducement for Buyer to enter into the Purchase Agreement.

Industry Context

StockSavvy.ai notes that support agreements from significant shareholders are common in M&A transactions to provide certainty to buyers and facilitate the closing process. This filing indicates progress in XWELL, Inc.'s potential sale.

Stakeholder Impact

• Shareholders: The agreement aims to facilitate a sale, which could result in a liquidity event for shareholders, subject to the terms of the Purchase Agreement.
• Management: The agreement supports the board's potential decision to sell the company, impacting future management roles and strategies.
• Buyer (Express Wellness Group, LLC): The agreement provides assurance of support from a key shareholder, reducing a significant risk factor for the acquisition.

Next Steps

• Shareholder vote on the Purchase Agreement and the Sale.
• Consummation of the Sale as per the terms of the Securities Purchase Agreement.
• Potential termination of the Support Agreement upon closing or other specified conditions.

Key Dates

Recommendation

The filing details a support agreement for a potential sale, which is a procedural step. While it indicates progress, the ultimate impact on share price depends on the terms of the Securities Purchase Agreement and the successful closing of the transaction. Without details on the sale price or terms, a 'hold' recommendation is prudent, awaiting further information.

Keywords

Support Agreement, Securities Purchase Agreement, XWELL Inc., Bruce Bernstein, XpresSpa Holdings, XpresTest, Merger, Acquisition