Current Report Filing (8-k)
February 03 2020 - 5:21PM
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): February 3, 2020
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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254 West 31st Street,
11th Floor
New York, New York 10001
(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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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock,
par value $0.01 per share
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XSPA
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The Nasdaq Stock Market
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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 ¨
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. ¨
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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(a)
On February 3, 2020, Salvatore Giardina resigned as a director of XpresSpa Group, Inc. (the “Company”) and as Chairman of
the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company, effective
as of that date. Mr. Giardina’s resignation was not as a result of any disagreement with the Company on any matters related
to the Company’s operations, policies or practices.
(d)
Effective as of February 3, 2020, Robert
Weinstein was appointed by the Board as a director of the Company and as the Chairman of the Audit Committee. There are no arrangements
or understandings between Mr. Weinstein and any other persons pursuant to which he was selected as a director, he has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K and there are
no family relationships between Mr. Weinstein and any director or executive officer of the Company.
Item 8.01
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Financial Statements and Exhibits.
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On February 3, 2020, the Company issued
a press release announcing the appointment of Mr. Weinstein as a director of the Company. The full text of the press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
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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Dated: February 3, 2020
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By:
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/s/ Bruce Bernstein
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Name: Bruce Bernstein
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Title: Chairman of the Board of Directors
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