XWELL adopts poison pill to protect ~$67.3M in net operating loss tax attributes

XWELL, Inc.

Board declared dividend of one preferred stock purchase right per common share, payable Aug 26, 2024.
Rights trigger if a person/group acquires 4.99%+ of common stock without board approval, causing dilution.
Rights expire Aug 16, 2027, or earlier if tax attributes are utilized or plan is no longer needed.
Plan is intended to prevent a change of ownership under Section 382 that would limit NOL carryforwards.
Existing holders of 4.99%+ are exempt unless they acquire additional shares.

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