Due
to the outbreak of coronavirus disease 2019 (“COVID-19”), XpresSpa Group, Inc., a Delaware corporation (the “Company”),
filed a Current Report on Form 8-K on March 30, 2020 (the “Original Filing”) 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 Company continues
to experience delays in operations and business for the reasons previously disclosed in the Original
Filing, which is hereby incorporated herein by reference. For the reasons described in the Original Filing, the Company
will be relying upon the 45-day grace period provided by the Order to delay the filing of the information required by Part
III of Form 10-K (the “Part III Information”) on Form 10-K/A originally due April 30, 2020. The Company
will file it’s Part III Information on Form 10-K/A by no later than June 15, 2020, 45
days after the original due date of the Part III Information.
On April 20, 2020,
the Company filed its Annual Report on Form 10-K which included the following risk factor regarding the impact of the recent coronavirus
pandemic on the Company’s business:
The recent
COVID-19 outbreak was declared a pandemic by the World Health Organization on March 11, 2020 and has rapidly spread to the United
States and many other parts of the world and may continue to adversely affect our business operations, employee availability, financial
condition, liquidity and cash flow for an extended period of time.
The COVID-19 outbreak
is having an impact on the global economy, resulting in rapidly changing market and economic conditions. Similar to many businesses
in the travel sector, our business has been materially adversely impacted by the recent COVID-19 outbreak due to the restrictions
on travel that have been implemented. Effective March 24, 2020, we temporarily closed all global spa locations, largely due to
the categorization of our spa locations by local jurisdictions as “non-essential services” in connection with the outbreak
of COVID-19. This has had a materially adverse impact on our cash flows from operations and caused a liquidity crisis. Ongoing
significant reductions in business related activities could result in further loss of sales and profits and other material adverse
effects. The extent of the impact of COVID-19 on our business, financial results, liquidity and cash flows will depend largely
on future developments, including new information that may emerge concerning the severity and action taken to contain or prevent
further spread within the U.S. and the related impact on consumer confidence and spending, all of which are highly uncertain and
cannot be predicted. As the outbreak of COVID-19 continues to spread rapidly in the U.S. and globally, related government and private
sector responsive actions may continue to adversely affect our business operations. It is impossible to predict the effect and
ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving. If the COVID-19 outbreak continues and persists
for an extended period of time, we expect there will be significant and material disruptions to our operations, which will have
a material adverse effect on our business, financial condition and results of operations.
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
SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April
20, 2020. 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.