XpresSpa Group Announces Pricing of $1,100,000 Registered Direct Offering Priced At-The-Market
March 19 2020 - 9:12AM
XpresSpa Group, Inc. (Nasdaq: XSPA) (“XpresSpa” or the “Company”),
today announced that it has entered into a securities purchase
agreement with institutional investors to purchase approximately
$1.1 million of its common shares (or pre-funded warrants to
purchase common shares in lieu thereof) in a registered direct
offering priced at-the-market under Nasdaq rules.
Under the terms of the securities purchase
agreement, XpresSpa has agreed to sell approximately 6,285,716
common shares (or pre-funded warrants to purchase common shares in
lieu thereof). Separately, XpresSpa also has entered into an
exchange agreement with certain of its warrant holders to exchange
their existing warrants into shares of the Company’s common stock
on a 1.5:1 basis effective upon receipt of shareholder approval.
The Company has committed to seek that shareholder approval within
90 days.
The gross proceeds to the Company from the
registered direct offering is expected to be approximately $1.1
million before deducting fees and other estimated offering
expenses. The registered direct offering is expected to close on or
about March 19, 2020, subject to the satisfaction of customary
closing conditions.
Palladium Capital Advisors, LLC acted as a
finder in connection with the offering.
The common shares and pre-funded warrants are
being offered pursuant to a shelf registration statement on Form
S-3 (File No. 333-232764) previously filed and declared effective
by the Securities and Exchange Commission (SEC).
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
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 Group 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 Group’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 Group, or other matters and attributable
to XpresSpa Group or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements
above. XpresSpa Group 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.
Investor Relations: ICR Raphael Gross (203)
682-8253
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