Current Report Filing (8-k)
September 17 2018 - 4:10PM
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): September 13, 2018
XPRESSPA
GROUP, INC.
(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, New York 10017
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number,
including area code: (646) 525-4319
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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¨
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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).
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¨
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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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On September 13, 2018, XpresSpa Group, Inc
(the “Company”) received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company
has been granted an additional 180 calendar days, or until March 11, 2019, to regain compliance with the minimum $1.00 bid price
per share requirement of the Listing Rules of Nasdaq (the “Written Notice”).
As previously reported on a Current Report
on Form 8-K filed on March 19, 2018 with the Securities and Exchange Commission, on March 16, 2018, the Company received a written
notification from Nasdaq that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities
to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet
the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The
notification had no immediate effect on the listing or trading of the common stock on the Nasdaq Capital Market.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company had a period of 180 calendar days, or until September 12, 2018, to regain compliance with the minimum closing bid price
requirement. The Company did not regain compliance with the minimum closing bid price requirement by September 12, 2018. The Company
was notified by Nasdaq that it might be afforded a second 180 calendar period to regain compliance with the minimum closing bid
price requirement under certain circumstances if the Company notified Nasdaq of its intent to cure the deficiency. As a result,
the Company applied for an extension of the cure period, as permitted under the notification. In order to cure the deficiency the
Company indicated that, to the extent necessary, it planned to effect a reverse stock split in order to meet the minimum closing
bid price requirement.
According to the Written Notice, if at any
time before March 11, 2019, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum
of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum
closing bid price requirement. If, however, compliance with the minimum closing bid price requirement cannot be demonstrated by
March 11, 2019, Nasdaq will provide written notification that the Company’s common stock will be delisted. At that time,
the Company may appeal Nasdaq’s determination to a Hearings Panel.
SIGNATURE
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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Dated: September 17, 2018
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By:
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/s/ Janine Canale
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Name:
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Janine Canale
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Title:
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Principal Financial Officer
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