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): December 17, 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 1.01. Entry into a Material Definitive Agreement.

 

On December 17, 2020, XpresSpa Group, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), (i) 24,509,806 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) warrants exercisable for an aggregate of 24,509,806 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) at a combined offering price of $1.70 per share. The Warrants have an exercise price of $1.70 per share. Each Warrant is immediately exercisable and will expire 24 months from the issuance date.

 

A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately after exercise. However, upon at least 61 days’ prior notice from the holder to the Company, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding Common Stock after exercising the holder’s Warrant up to 9.99% of the number of the Company’s Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant.

 

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The closing of the Offering occurred on December 21, 2020. The Company received gross proceeds of approximately $41.7 million in connection with the Offering, before deducting placement agent fees and related offering expenses.

 

Pursuant to a letter agreement, dated March 25, 2020, as amended on June 16, 2020 and December 17, 2020 (the “Engagement Letter”), the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company agreed to pay to the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds raised in the Offering, plus a management fee equal to 1.0% of the gross proceeds raised in the Offering and reimbursement of certain expenses and legal fees. Pursuant to the Engagement Letter, the Company also issued to designees of the Placement Agent warrants to purchase up to 8.0% of the aggregate number of shares of Common Stock sold in the transactions, or warrants to purchase up to 1,960,784 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the offering price per share (or $2.125 per share). The Company also agreed to pay the Placement Agent $25,000 for non-accountable expenses, to reimburse the Placement Agent’s legal fees in an amount up to $40,000 and to pay $12,900 for the Placement Agent’s clearing fees. Pursuant to the terms of the Engagement Letter, the Placement Agent has the right, for a period of twelve months following the closing of the Offerings, to act (i) as financial advisor in connection with any merger, consolidation or similar business combination by the Company and (ii) as sole book-running manager, sole underwriter or sole placement agent in connection with certain debt and equity financing transactions by the Company.

 

The foregoing summaries of the Purchase Agreement, the Warrants and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

 

The Company is also issuing warrants to purchase up to an aggregate of 754,902 shares of Common Stock (“Palladium Warrants”) to Palladium Capital Advisors, LLC (“Palladium”), pursuant to a letter agreement with Palladium dated March 19, 2020 (the “Palladium Engagement Letter”) with Palladium Capital Advisors, LLC (“Palladium”), pursuant to the terms of the Palladium Engagement Letter which provides that fees are payable to Palladium for any sale of the Company’s securities that occurs during the term or within 18 months thereafter to specified investors. The Palladium Warrants have substantially the same terms as the Warrants.

 

The shares of Common Stock and Warrants in the Offering and the Placement Agent Warrants and Palladium Warrants are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-240084), which was filed with the Securities and Exchange Commission (the “Commission”) on July 24, 2020 and was declared effective by the Commission on August 5, 2020 (the “Registration Statement”). A copy of the opinion of Bryan Cave Leighton Paisner LLP relating to the legality of the issuance and sale of the Securities in the Offering is attached as Exhibit 5.1 hereto. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

 

 

 

Item 9.01. Financial Statements and Exhibits

 

(d)       Exhibits

 

Exhibit No.   Description
 
4.1   Form of Warrant.
4.2   Form of Placement Agent Warrant.
5.1   Opinion of Bryan Cave Leighton Paisner LLP.
10.1   Form of Securities Purchase Agreement.
23.1   Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1).

 

 

 

 

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: December 21, 2020 By: /s/ Douglas Satzman
  Name: Douglas Satzman
  Title: Chief Executive Officer