UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
XpresSpa
Group, Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
98420U703
(CUSIP
Number)
August
25, 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
2,012,189
|
|
7. |
Sole Dispositive Power
0
|
|
8. |
Shared Dispositive Power
2,012,189
|
|
9. |
Aggregate Amount Beneficially Owned by Each
Reporting Person
2,012,189 (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)
2.9% (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
2,012,189
|
|
7. |
Sole Dispositive Power
0
|
|
8. |
Shared Dispositive Power
2,012,189
|
|
9. |
Aggregate Amount Beneficially Owned by Each
Reporting Person
2,012,189 (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)
2.9% (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
2,012,189
|
|
7. |
Sole Dispositive Power
0
|
|
8. |
Shared Dispositive Power
2,012,189
|
|
9. |
Aggregate Amount Beneficially Owned by Each
Reporting Person
2,012,189 (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)
2.9% (see Item 4)
|
| 12. |
Type of Reporting Person (See
Instructions) |
| |
|
|
|
OO |
Item
1.
(a)
Name of Issuer
XpresSpa
Group, Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
254
West 31st Street, 11th Floor
New
York, New York 10001
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none,
Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an
individual who is a citizen of the United States of America
(“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a
citizen of the United States of America (“Mr. Asher”) and
(iii) Intracoastal Capital LLC, a Delaware limited liability
company (“Intracoastal” and together with Mr. Kopin and Mr.
Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as
amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm
Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard,
Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
Stock, $0.01 par value per share, of the Issuer (the “Common
Stock”).
(e)
CUSIP Number
98420U703
|
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a: |
Not
applicable.
(a)
and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with
the Issuer on August 25, 2020 (the “SPA”) (as disclosed in
the Form 8-K filed by the Issuer with the Securities and Exchange
Commission on August 28, 2020), each of the Reporting Persons may
have been deemed to have beneficial ownership of 3,068,240 shares
of Common Stock, which consisted of (i) 1,058,201 shares of Common
Stock to be issued to Intracoastal at the closing of the
transaction contemplated by the SPA, (ii) 1,058,201 shares of
Common Stock issuable upon exercise of a warrant to be issued to
Intracoastal at the closing of the transaction contemplated by the
SPA (“Intracoastal Warrant 1”) and (iii) 951,838 shares of
Common Stock issuable upon exercise of a warrant held by
Intracoastal (“Intracoastal Warrant 2”), and all such shares
of Common Stock in the aggregate represent beneficial ownership of
approximately 5.1% of the Common Stock, based on (1) 57,576,261
shares of Common Stock outstanding as of August 25, 2020 as
reported by the Issuer, plus (2) 1,058,201 shares of Common Stock
to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA, (3) 1,058,201 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1 and (4) 951,838
shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2. The foregoing excludes 2,150 shares of Common Stock
issuable upon exercise of a second warrant held by Intracoastal
(“Intracoastal Warrant 3”) because Intracoastal Warrant 3
contains a blocker provision under which the holder thereof does
not have the right to exercise Intracoastal Warrant 3 to the extent
(but only to the extent) that such exercise would result in
beneficial ownership by the holder thereof, together with the
holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates, of more
than 4.99% of the Common Stock. Without such blocker provisions,
each of the Reporting Persons may have been deemed to have
beneficial ownership of 3,070,390 shares of Common
Stock.
(ii) As
of the close of business on September 3, 2020, each of the
Reporting Persons may have been deemed to have beneficial ownership
of 2,012,189 shares of Common Stock, which consisted of (i) 1,058,201
shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, (ii) 951,838 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 2 and (iii) 2,150 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 3, and all
such shares of Common Stock represented beneficial ownership of
approximately 2.9% of the Common Stock, based on (1) 57,576,261
shares of Common Stock outstanding as of August 25, 2020 as
reported by the Issuer, plus (2) 10,407,408 shares of Common Stock
in the aggregate issued at the closing of the transaction
contemplated by the SPA, (3) 1,058,201 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1, (4) 951,838
shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2 and (5) 2,150 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:
2,012,189
.
(iii)
Sole power to dispose or to direct the disposition of
0
.
(iv)
Shared power to dispose or to direct the disposition of
2,012,189
.
|
Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following þ.
|
Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person. |
Not
applicable.
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company |
Not
applicable.
|
Item
8. |
Identification
and Classification of Members of the Group |
Not
applicable.
|
Item
9. |
Notice
of Dissolution of Group |
Not
applicable.
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:
September 3, 2020
| |
/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 |
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
may be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Date:
September 3, 2020
| |
/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 8 of 8
