XpresSpa Group Announces $41.66 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules
XpresSpa Group, Inc. (Nasdaq: XSPA) (“XpresSpa” or the “Company”),
a health and wellness company, today announced that it has entered
into securities purchase agreements with several healthcare-focused
and other institutional investors to purchase 24,509,806 of its
shares of common stock (or common stock equivalents in lieu
thereof) and short-term warrants to purchase up to an aggregate of
24,509,806 shares of common stock, in a registered direct
offering priced at-the-market under Nasdaq rules. 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
$1.70. The warrants have an exercise price of $1.70 per share, will
be immediately exercisable, and will expire 24 months from the
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the registered direct offering are
expected to be approximately $41.66 million before deducting
placement agent fees and other offering expenses. The Company
intends to use the net proceeds for future locations, as well as
for working capital and general corporate purposes. The registered
direct offering is expected to close on or about December 21, 2020,
subject to the satisfaction of customary closing conditions.
The securities described above are being offered pursuant to a
"shelf" registration statement (File No. 333-240084) filed with the
Securities and Exchange Commission (SEC) and declared effective on
August 5, 2020. Such securities may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A prospectus supplement and
the accompanying prospectus relating to the offering of the
securities will be filed with the SEC. Electronic copies of the
prospectus supplement and the accompanying prospectus relating to
the offering of the securities may be obtained, when available, on
the SEC's website at http://www.sec.gov or by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by e-mail: email@example.com or by
telephone: (646) 975-6996.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor there 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 50 locations in 25 airports globally.
Through its XpresTest, Inc. subsidiary, the Company also provides
COVID-19 screening and testing under its XpresCheck™ brand at JFK
International Airport and Newark Liberty International Airport. To
learn more about XpresSpa Group, visit www.XpresSpa.com. To
learn more about XpresCheck, visit www.XpresCheck.com.
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 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’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, or other matters and attributable to XpresSpa or any
person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above. XpresSpa 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, except as required by law.
ICRRaphael Gross(203) 682-8253