XSPA XpresSpa Group Inc

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)       As previously announced, on September 22, 2020, the Board of Directors of XpresSpa Group, Inc., a Delaware corporation (the “Company”), approved the XpresTest, Inc. 2020 Equity Incentive Plan (the “Subsidiary Plan”), under which equity awards may be made in respect of 200 shares (the “Subsidiary Plan Shares”) of authorized but unissued common stock, par value $0.01 per share, of XpresTest, Inc., a Delaware corporation and majority-owned subsidiary of the Company (“XpresTest”), and certain named executive officers and directors of the Company are eligible to participate in the Subsidiary Plan.

On January 21, 2021, XpresTest approved the issuance of 60 shares of restricted stock under the Subsidiary Plan to each of Mr. Douglas Satzman, the Company’s Chief Executive Officer, and Bruce T. Bernstein, the Chairman of the Board of Directors of the Company, pursuant to a Restricted Stock Award Agreement under the Subsidiary Plan. The restricted stock is immediately vested. In addition, the Restricted Stock Award Agreements each contain an antidilution provision pursuant to which XpresTest agreed to issue such additional shares of XpresTest common stock to each such individual (for no additional consideration) sufficient to maintain share ownership interest for each such individual of and at 6% of the total capital stock of XpresTest on a fully-diluted basis, including all options, warrants, convertible securities, and other rights to acquire capital stock, including shares reserved for equity plans not yet allocated, but in the case of convertible debt, only at the time that such convertible debt converts into capital stock, or at such time that a specific conversion ratio is established pursuant to the operation of such instrument) through and until immediately prior to the sale and issuance of XpresTest’s capital stock in a bona fide equity or convertible note financing which assumes that the enterprise value XpresTest is at or above $100 million.

The foregoing summary of the Restricted Stock Award Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Award Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and is incorporated herein by reference.