Current Report Filing (8-k)
February 19 2020 - 9:07AM
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 19, 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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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 2.02.
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Results of Operations and Financial Condition.
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On February 19, 2020, XpresSpa Group, Inc.
(the “Company”) issued a press release announcing, among other things, certain preliminary, unaudited estimated results
of operations for the fiscal quarter and year ended December 31, 2019. The text of the press release is furnished pursuant to Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
The press release includes forward-looking
statements, which may be identified by words such as "believes," "expects," "anticipates," "estimates,"
"projects," "intends," "should," "seeks," "future," "continue," or
the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially
from the forward-looking statements contained herein. The forward looking statements in the press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. There are a number of important factors
that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including,
but not limited to, the risks and uncertainties and other factors discussed from time to time in the Company’s filings with
the Securities and Exchange Commission ("SEC"), including the Company’s Annual Report on Form 10-K for the year
ended December 31, 2018 filed with the SEC on April 1, 2019, as amended on April 30, 2019, and the Company’s Quarterly Report
on Form 10-Q for the three months ended September 30, 2019, filed with the SEC on November 14, 2019. The Company expressly disclaims
any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future
events or otherwise, except as required by law.
Item 7.01.
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Regulation FD Disclosure.
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The information set forth above under Item
2.02 is hereby incorporated by reference into this Item 7.01.
The Company has prepared an investor presentation
to be used in connection with a presentation to be made at the 2020 Wall Street Conference and Retreat on February 19, 2020, a
copy which is furnished pursuant to Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction
B.2 on Form 8-K, the information set forth in this Item 7.01 and the press release and investor presentation attached to this report
as Exhibits 99.1 and 99.2, respectively, are “furnished” and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor
shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended.
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 19, 2020
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By:
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/s/ Douglas Satzman
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Name: Douglas Satzman
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Title: Chief Executive Officer
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