Current Report Filing (8-k)
March 08 2018 - 8:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K
Current Report
Pursuant to Section 13
or 15(d) of the
Securities Exchange
Act of 1934
Date of Report
(Date of earliest event reported): March 7, 2018
XPRESSPA
GROUP, INC.
(formerly known
as FORM Holdings Corp.)
(Exact Name of
Registrant as Specified in its Charter)
Delaware
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001-34785
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20-4988129
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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780 Third Avenue,
12
th
Floor, New York, NY 10017
(Address of Principal
Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (212) 309-7549
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On
March 7, 2018, XpresSpa Group, Inc. (the “Company”) entered into a membership purchase agreement (the “Purchase
Agreement”) with Route1 Security Corporation, a Delaware corporation (the “Buyer”), and Route1 Inc., an Ontario
corporation (“Route1”), pursuant to which the Buyer agreed to acquire the Company’s Group Mobile segment, which
provides total hardware solutions, including rugged laptops, tablets, and handheld computers (the “Disposition”).
The closing of the Disposition is expected to occur in late March 2018.
In
consideration for the Disposition, the Buyer has agreed to issue to the Company (i) 25 million shares of common stock of Route1,
(ii) warrants to purchase 30 million shares of common stock of Route1, which will feature an exercise price of CAD 5 cents per
share of common stock and will be exercisable for a three-year period, and (iii) certain other payments over the three year period
pursuant to an earn-out provision in the Purchase Agreement. Post-closing, the Company will own approximately 6.7% of Route1’s
undiluted shares of common stock. The issued Route1 shares of common stock will not be tradable until a date no earlier
than 12 months after the closing date; 50% or 12.5 million shares of common stock tradeable after 12 months plus an additional
2,083,333 shares of common stock tradeable each month until 18 months after the date of closing, subject to a change of control
provision. The Company has the ability to sell the issued Route1 shares of common stock and warrants to qualified institutional
investors.
The
Purchase Agreement also contains representations, warranties, and covenants customary for transactions of this type. The foregoing
description of the Purchase Agreement is incomplete, and is subject to, and qualified in its entirety by, the full text of the
Purchase Agreement, which shall be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending
March 31, 2018.
On
March 8, 2018, the Company issued a press release announcing the Disposition. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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XPRESSPA GROUP, INC.
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Date: March 8, 2018
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By:
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/s/
Andrew D. Perlman
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Name:
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Andrew D. Perlman
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Title:
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Chief Executive Officer
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