Amended Statement of Ownership (sc 13g/a)
January 29 2021 - 6:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
XpresSpa
Group, Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
98420U703
(CUSIP
Number)
December 31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box if a
Member of a Group
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
4,951,216
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
4,951,216
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,951,216 (see Item 4)
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.0% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a
Member of a Group
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
4,951,216
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
4,951,216
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,951,216 (see Item 4)
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.0% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a
Member of a Group
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
4,951,216
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
4,951,216
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,951,216 (see Item 4)
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.0% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
This Amendment No. 1
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “SEC”) on December 28, 2020 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G
remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule
13G.
Item
4. Ownership.
(a)
and (b):
As of the close of business on December 31, 2020, each of the
Reporting Persons may have been deemed to have beneficial ownership of 4,951,216 shares of Common Stock,
which consisted of (i) 951,838 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal
Warrant 1”), (ii) 1,058,201 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal
Warrant 2”) and (iii) 2,941,177 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal
(“Intracoastal Warrant 3”), and all such shares of Common Stock represented beneficial ownership of approximately
5.0% of the Common Stock, based on (1) 94,026,711 shares of Common Stock outstanding as of December 21, 2020 as reported by the
Issuer, plus (2) 951,838 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (3) 1,058,201 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 2 and (4) 2,941,177 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 3.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 4,951,216 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 4,951,216 .
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
January 29, 2021
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 6 of 6
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