Current Report Filing (8-k)
11 January 2022 - 1:16AM
Edgar (US Regulatory)
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0001410428
2022-01-09
2022-01-09
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(D) of the Securities
Exchange Act Of 1934
Date of report (Date of earliest event reported):
January 9, 2022
XpresSpa Group,
Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-34785
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20-4988129
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(Commission File Number)
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(IRS Employer Identification No.)
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254
West 31st Street, 11th
Floor, New
York, New
York
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10001
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: ¨
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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XSPA
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The Nasdaq Stock Market
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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. ¨
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Item 2.02.
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Results of Operations and Financial Condition
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On January 10, 2022, XpresSpa Group, Inc. (“XpresSpa
Group” or the “Company”) issued a press release (the “Selected Preliminary Results Press Release”) setting
forth the Company’s preliminary expectations regarding selected financial results for the fourth quarter and full 2021 fiscal year.
A copy of the Selected Preliminary Results Press Release is being furnished as Exhibit 99.1 and incorporated herein by reference.
The financial results in the Selected Preliminary
Results Press Release are preliminary and subject to change pending the Company’s filing of its Form 10-K for fiscal year 2021,
scheduled for March 2022. The preliminary financial results presented in the Selected Preliminary Results Press Release are based solely
upon information available to the Company as of the date thereof, are not a comprehensive statement of the Company’s financial results
or positions as of or for the three months or 12 months ended December 31, 2021, and are subject to change pending the Company’s
announcement of definitive financial results.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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On January 9, 2022, XpresSpa Group entered into
an acquisition agreement to acquire all of the equity interests in gcg Connect, LLC, d/b/a HyperPointe, a New Jersey limited liability
company (“HyperPointe”), for an aggregate purchase price of approximately $6.5 million, plus a potential earnout described
below of up to $7.5 million (the “Acquisition”). As a portion of the initial consideration for the Acquisition, XpresSpa Group
has agreed to issue 552,486 shares of XpresSpa Group’s common stock, $0.01 par value (“Common Stock”), valued
at the closing reference price of $1.81, which is equal to the volume weighted average trading price of the Common Stock on the Nasdaq
Global Select Market for the 30 consecutive trading day period ended December 31, 2021, to the equityholders of HyperPointe upon
consummation of the transactions contemplated by the acquisition agreement, subject to certain closing conditions.
XpresSpa Group also agreed pursuant to an earnout
provision to issue up to an additional $7.5 million in cash or stock if certain earnout performance targets are met during an earnout
period ending on the third anniversary of the date of the acquisition agreement. For purposes of the earnout, the Common Stock will also
be valued based on per share. The earnout payments may be satisfied in (i) cash, (i) shares of Common Stock (also priced at $1.81,
which is equal to the volume weighted average trading price of the Common Stock on the Nasdaq Global Select Market for the 30 consecutive
trading day period ended December 31, 2021, or (iii) any combination thereof, at the election of the equity owners of HyperPointe,
provided that in the event (and to the extent) XpresSpa Group does not have sufficient authorized shares of Common Stock that are unissued
and not duly reserved for issuance upon options, warrants or other convertible securities), then XpresSpa Group shall be permitted to
settle any earnout payments in cash. As a result, XpresSpa Group may issue up to an additional 4,143,647 shares of Common Stock; however,
the actual number of shares that will be issued under the earnout, if any, will depend on (i) the extent of fulfillment of the earnout
performance targets at the time of calculation of the earnout and (ii) the elections and conditions described in the previous sentence.
The parties expect the Acquisition, which is subject to customary closing conditions, will close in the first quarter of 2022.
Effective upon and subject to the closing of the
Acquisition, the Company has agreed to issue options to Ezra Ernst to purchase up to an aggregate of 1,000,000 shares of Common Stock,
which award was granted as an employment inducement award pursuant to NASDAQ Listing Rule 5635(c)(4) (the “Inducement Award”).
The issuance of shares of Common Stock in connection
with the Acquisition, as well as the Inducement Award and the shares of common stock issuable upon exercise thereof, will be made in accordance
with the terms and subject to the conditions set forth in the acquisition agreement and in reliance on the private offering exemption
of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation
D promulgated thereunder. The issuance and sale is not being conducted in connection with a public offering, and no public solicitation
or advertisement will be made or relied upon in connection with the issuance of the shares.
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Item 7.01.
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Regulation FD Disclosure.
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The Company will be
presenting at the 24th Annual ICR Conference on Tuesday, January 11th, 2022 at 11:00 a.m. Eastern Time. The investor presentation
is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The presentation will be available on the Company’s
website http://xpresspagroup.com. Visitors to the website should select the “Investors” tab and navigate to the “Events”
link to access the webcast.
On January 10, 2022, the Company issued a press
release (the “HyperPointe Press Release” and together with the Selected Preliminary Results Press Release, the “Press
Releases”) regarding the Acquisition and announcing that Ezra Ernst, CEO of HyperPointe, as the Chief Executive Officer of the Company’s
subsidiary, XpresTest, Inc., running that subsidiary’s XpresCheck business and reporting to Doug Satzman, XpresSpa Group Chief Executive
Officer. A copy of the HyperPointe Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
On January
10, 2022, we issued a press release entitled “XpresSpa Group Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4),”
a copy of which is included as Exhibit 99.4 to this report.
Forward-Looking Statements
The Press Releases and
the Investor Presentation 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 the Press
Releases and the Investor Presentation 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 Securities and Exchange Commission (“SEC”), including the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020 filed on March 31, 2021, and the Company’s subsequently filed Quarterly
Reports on Form 10-Q, including the Form 10-Q for the quarter ended September 30, 2021 to be filed substantially concurrently with this
Form 8-K. 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.
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Item 9.01.
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Financial
Statements and Exhibits
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(d) Exhibits
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104
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Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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.
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XpresSpa Group, Inc.
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Date: January 10, 2022
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By:
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/s/ Douglas Satzman
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Name:
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Douglas Satzman
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Title:
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Chief Executive Officer
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