XWELL amends bylaws to lower stockholder vote threshold to majority of votes cast (excluding abstentions)

XWELL, Inc.

Board approved First Amendment to Third Amended and Restated Bylaws on July 24, 2025, effective same date.
For matters other than director elections, vote threshold changed from majority of voting power of shares present to majority of votes cast (excluding abstentions and broker non-votes).
Similar change applies to class votes where separate vote is required.
Directors continue to be elected by plurality of votes cast; no change to director election standard.

item 5.03item 9.01

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