XWELL, Inc.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, in addition to the risk factors incorporated by reference herein and other information included or incorporated by reference to this Quarterly Report on Form 10-Q before making an investment decision regarding our common stock. If any of these risks actually occur, our business, financial condition, or operating results would likely suffer, possibly materially, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Relating to the Sale Proposal

You should carefully consider the risk factors related to our business described under the heading “Risks Relating to the Sale Proposal” beginning on page 32 of our preliminary proxy statement on PREM 14A, filed with the SEC on July 27, 2026, which such section and risk factors incorporated herein by reference.

Risk Factors Relating to Our Business Following the Sale

You should carefully consider the risk factors related to our business described under the heading “Risks Relating to the Our Business Following the Sale” beginning on page 35 of our preliminary proxy statement on PREM 14A, filed with the SEC on July 27, 2026, which such section and risk factors incorporated herein by reference.