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 Annual Report on Form 10-K for the period
ended December 31, 2019 (the “Annual Report”), originally due on March 30, 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 COVID-19 pandemic
and related events have resulted in the Company’s management devoting significant time and attention to assessing the potential
impact of COVID-19 and those events on the Company’s operations and financial position and developing operational and financial
plans to address those matters, which has diverted management resources from completing all of the tasks necessary to file the
Annual Report by its March 30, 2020 due date.
As
such, the Company will be relying upon the 45-day grace period provided by Order to delay filing of its Annual Report. The Company
will file its Annual Report by no later than May 14, 2020, 45 days after the original due date of its Annual Report.
On
March 19, 2020 and March 26, 2020, the Company filed Current Reports on Form 8-K announcing that the Company’s business
has been materially adversely impacted by the recent coronavirus outbreak and associated restrictions
on travel that have been implemented. In addition, on March 25, 2020, the Company announced that, during such period as it remained
unable to reopen its spa locations for normal operations, it was advancing conversations with certain COVID-19 testing partners
to develop a model for testing in U.S. airports.
The
Company is supplementing its risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018 and its subsequent Quarterly Reports on Form 10-Q with the following risk factors:
Our business, results of operations
and financial condition has been and may continue to be materially adversely impacted by public health epidemics, including the recent
coronavirus outbreak.
Our business, results of operations and
financial condition has been and may continue to be materially adversely impacted if a public health epidemic, including the recent
coronavirus outbreak, interferes with our ability, or the ability of our employees, workers, contractors, suppliers and other
business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business.
A public health epidemic, including the coronavirus, poses the risk of disruptions from the temporary closure of third-party
suppliers and manufacturers, restrictions on the shipment of our products, restrictions on our employees' and other service providers'
ability to travel, the decreased willingness or ability of our customers to travel or to utilize our services and shutdowns that
may be requested or mandated by governmental authorities. The extent to which the coronavirus continues to impact our
results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which
may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its
impact, among others.
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 and the press release attached hereto 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 Securities
and Exchange Commission ("SEC"), including the Company’s Annual Report on Form 10-K for the year ended December
31, 2018 filed with the SEC on April 1, 2019, as amended on April 30, 2019, and the Company’s Quarterly Report on Form 10-Q
for the three months ended September 30, 2019, filed with the SEC on November 14, 2019. 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.