UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 20 OR 15(D) of the Securities Exchange Act Of 1934

Date of report (Date of earliest event reported): August 25, 2020

XpresSpa Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34785

   

20-4988129

(Commission File Number)

(IRS Employer Identification No.)

254 West 31st Street, 11th Floor, New York, New York

   

10001

(Address of Principal Executive Offices)

(Zip Code)

(212) 309-7549

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

XSPA

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


Item 8.01.     Other Events

On August 25, 2020, XpresSpa Group, Inc. (Nasdaq: XSPA) (“XpresSpa” or the “Company”) issued a press release announcing that it had entered into securities purchase agreements with several healthcare-focused and other institutional investors to purchase 11,216,932 of its shares of common stock (or common stock equivalents in lieu thereof) and short-term warrants to purchase up to an aggregate of 11,216,932 shares of common stock, in a registered direct offering, with aggregate gross of approximately $35.3 million before deducting placement agent fees and other offering expenses. The combined purchase price for one share of common stock (or common stock equivalent) and a warrant to purchase one share of common stock is $3.15. The warrants have an exercise price of $3.02 per share, will be immediately exercisable, and will expire 24 months from the issue date. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits

(d)       Exhibits

Exhibit No.

   

Description

99.1

Press Release, dated August 25, 2020.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XpresSpa Group, Inc.

Date: August 26, 2020

By:

/s/ Douglas Satzman

Name:

Douglas Satzman

Title:

Chief Executive Officer