American Ventures LLC, Series XXIV XWELL → XWELL XWEL

The Reporting Persons acquired the securities described herein for investment purposes. The Reporting Persons may engage in discussions with the Issuer's management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including possible merger and acquisition opportunities. The Reporting Persons may from time to time make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities. The Reporting Persons are in discussions with third parties that may result in one of the actions described in Item 4(a)-(j) above, however there are currently no definitive agreements to undertake such actions. Additionally, the Reporting Persons may continue to review and consider other opportunities that may present themselves from time to time, depending on various factors, including the Issuer's financial position, the price level of the securities, conditions in the securities markets, general economic and industry conditions, or other factors. On July 7, 2026, the Reporting Persons delivered notice to the Issuer to increase the Beneficial Ownership Limitation applicable to the Series H Convertible Preferred Stock from 4.99% to 9.99%, effective on the 61st day following delivery of such notice (September 7, 2026). On September 8, 2026, the Reporting Persons converted 467 shares of Series H Convertible Preferred Stock into 993,617 shares of the Issuer's common stock, resulting in the Reporting Persons beneficially owning 9.975% of the Issuer's outstanding common stock. Concurrently with the execution of a Securities Purchase Agreement, dated July 6, 2026 (the "Purchase Agreement"), by and among the Issuer (seller), XpresSpa Holdings, LLC, XpresTest, Inc., and Express Wellness Group, LLC ("Buyer"), the Reporting Persons entered into a Support Agreement, dated as of July 6, 2026 (the "Support Agreement"), with Buyer. Pursuant to the Support Agreement, the Reporting Persons agreed, among other things, to vote all of their shares of common stock and any shares of common stock issued upon conversion of the Series H Convertible Preferred Stock in favor of the approval and adoption of the Purchase Agreement and the transactions contemplated thereby, subject to the terms and conditions of the Support Agreement.