XpresSpa Group Announces $40 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules
June 17 2020 - 8:00AM
XpresSpa Group, Inc. (Nasdaq: XSPA) (“XpresSpa” or the
“Company”), a health and wellness company, today announced that it
has entered into securities purchase agreements with several
healthcare-focused and other institutional investors to
purchase 7,614,700 of its shares of common stock in a registered
direct offering priced at-the-market under Nasdaq rules.
Additionally, XpresSpa has also agreed to issue to the investors
short-term warrants to purchase up to an aggregate of 7,614,700
shares of common stock in a concurrent private placement. The
combined purchase price for one common stock and a warrant to
purchase one share of common stock is $5.253. The warrants have an
exercise price of $5.25 per share, will be immediately exercisable,
and will expire twenty-one months from the issue date.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the registered direct
offering and concurrent private placement are expected to be
approximately $40.0 million before deducting placement
agent fees and other estimated offering expenses. The registered
direct offering and concurrent private placement is expected to
close on or about June 19, 2020, subject to the satisfaction
of customary closing conditions.
The common stock described above (but not the
warrants or the shares of common stock underlying the warrants) are
being offered pursuant to a "shelf" registration statement (File
No. 333-232764) filed with the Securities and Exchange Commission
(SEC) and declared effective on July 30, 2019. Such shares of
common stock may be offered only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement. A prospectus supplement and the
accompanying prospectus relating to the offering of the shares of
common stock will be filed with the SEC. Electronic copies of the
prospectus supplement and the accompanying prospectus relating to
the offering of common stock may be obtained, when available, on
the SEC's website at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York,
NY 10022, by e-mail: placements@hcwco.com or by telephone: (646)
975-6996.
The warrants issued in the concurrent private
placement and shares of common stock underlying the warrants are
being offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Act"), and Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the warrants, have not been registered under the Act, or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor there any sales
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
About XpresSpa Group,
Inc.
XpresSpa Group, Inc. (Nasdaq: XSPA) is a
health and wellness holding company. XpresSpa Group’s core
asset, XpresSpa, is a leading airport retailer of spa services
and related health and wellness products, with 51 locations in 25
airports globally. XpresSpa offers services that are
tailored specifically to the busy travel
customer. XpresSpa is committed to providing exceptional
customer experiences with its innovative premium spa services, as
well as luxury travel products and
accessories. XpresSpa provides almost one million
services to customers per year at its locations in the United
States, Netherlands, and the United Arab Emirates. To
learn more about XpresSpa Group,
visit: www.XpresSpaGroup.com. To learn more
about XpresSpa, visit www.XpresSpa.com.
Forward-Looking Statements
This press release may contain "forward-looking"
statements within the meaning of Section 27A of the Securities Act
of 1933, and Section 21E of the Securities Exchange Act of 1934.
These include statements preceded by, followed by or that otherwise
include the words "believes," "expects," "anticipates,"
"estimates," "projects," "intends," "should," "seeks," "future,"
"continue," or the negative of such terms, or other comparable
terminology. These statements include, without limitation,
statements related to our ability to close the offering and the
gross proceeds from the offering. Forward-looking statements
relating to expectations about future results or events are based
upon information available to XpresSpa as of today's date and
are not guarantees of the future performance of the company, and
actual results may vary materially from the results and
expectations discussed. Additional information concerning these and
other risks is contained in XpresSpa’s most recently filed Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current
Reports on Form 8-K and other Securities and Exchange
Commission filings. All subsequent written and oral
forward-looking statements concerning XpresSpa, or other
matters and attributable to XpresSpa or any person acting on
its behalf are expressly qualified in their entirety by the
cautionary statements above. XpresSpa does not undertake any
obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after
the date hereof, except as required by law.
Investor Relations ICR
Raphael Gross (203) 682-8253
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