Current Report Filing (8-k)
April 17 2020 - 5:26PM
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): April 17, 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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780 Third Avenue, 12th 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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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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 8, 2019,
XpresSpa Group, Inc. (the “Company”) entered into a securities purchase agreement with Calm.com, Inc. (“Calm”)
pursuant to which the Company agreed to sell (i) an aggregate principal amount of $2,500,000 in 5.00% unsecured convertible Notes
due 2022 (the “Calm Notes”), which are convertible into shares of Series E Convertible Preferred Stock (the “Series
E Preferred Stock”) and (ii) warrants to purchase 937,500 shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), at an exercise price initially equal to $2.00 per share, which was subsequently reduced
to $0.175 per share pursuant to the anti-dilution price protection provision in the Calm Note, which was approved by the Company’s
stockholders on October 2, 2019 and which was triggered in connection with a securities purchase agreement entered into by the
Company and certain purchasers on March 19, 2020. On April 17, 2020, the Company and Calm amended and restated the Calm Note in
order to provide, among other items, that Calm shall not have the right to convert the shares of Series E Preferred Stock issued
in connection with the Calm Note into shares of Common Stock to the extent that such conversion would cause Calm to beneficially
own in excess of the Beneficial Ownership Limitation, initially defined as 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series E Preferred Stock.
The amended and restated Calm Note is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities
The description of the amended and restated
Calm Note as set forth under Item 1.01 is incorporated by reference into this Item 3.02.
Item 3.03 Material Modification to Rights
of Security Holders.
The description of the amended and restated
Calm Note as set forth under Item 1.01 is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits
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: April 17, 2020
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By:
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/s/ Douglas Satzman
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Name:
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Douglas Satzman
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Title:
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Chief Executive Officer
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