Current Report Filing (8-k)
May 11 2020 - 4:11PM
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): May 11, 2020
XPRESSPA GROUP, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
|
001-34785
|
20-4988129
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
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:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
Common stock, par value $0.01 per share
|
XSPA
|
The Nasdaq Stock Market
|
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. ¨
Due
to the outbreak of coronavirus disease 2019 (“COVID-19”), XpresSpa Group, Inc., a Delaware corporation (the “Company”),
is filing this Current Report on Form 8-K to avail itself of an extension to file its Quarterly Report on Form 10-Q for the period
ended March 31, 2020 (the “Quarterly Report”), originally due on May 15, 2020, relying on an order issued by the Securities
and Exchange Commission (the “SEC”) on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934,
as amended (Release No. 34-88465) (the “Order”) regarding exemptions granted to certain public companies.
The Company continues
to experience delays in operations and business for the reasons previously disclosed in its Current Report on Form 8-K filed on
March 30, 2020 (the “Original Filing”), which is hereby incorporated herein by reference. For the reasons described
in the Original Filing, the Company will be relying upon the 45-day grace period provided by the Order
to delay the filing of its Quarterly Report. The Company will file its Quarterly Report by no later than June 29, 2020, 45 days
after the original due date of its Quarterly Report.
The
risk factor included in the Current Report on Form 8-K filed with the SEC on April 28, 2020 is hereby incorporated by reference
into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K (the “Form
8-K”) and the press release attached hereto include 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 this Form 8-K 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 SEC, including the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 20, 2020, as amended. 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.
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.
|
XPRESSPA GROUP, INC.
|
|
|
Dated: May 11, 2020
|
By:
|
/s/ Douglas Satzman
|
|
|
Name: Douglas Satzman
|
|
|
Title: Chief Executive Officer
|
XpresSpa (NASDAQ:XSPA)
Historical Stock Chart
From Aug 2024 to Sep 2024
XpresSpa (NASDAQ:XSPA)
Historical Stock Chart
From Sep 2023 to Sep 2024