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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):
June 8, 2022
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:
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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)) |
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 |
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On June 8, 2022, XpresSpa Group, Inc. (the “Company”)
received a written notification (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”)
notifying the Company that the closing bid price for its common stock had been below $1.00 for 30 consecutive business days and that the
Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under
Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no immediate effect on the listing or trading
of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “XSPA”.
Under the Nasdaq Listing Rules, the Company has
a period of 180 calendar days from the date of the Notice to regain compliance with the Bid Price Requirement. Accordingly, the Company
has until December 5, 2022 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. To regain compliance,
the closing bid price of the Company’s common stock must be at least $1.00 for a minimum of ten consecutive business days prior
to the Compliance Date. In the event the Company does not regain compliance by the Compliance Date, the Company may be eligible for an
additional 180 calendar day compliance period. To qualify for this second compliance period, the Company will be required to meet the
continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split, if necessary.
The Company intends to monitor the closing bid
price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement. However,
there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement, or will otherwise be in compliance
with other Nasdaq Listing Rules.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On
June 14, 2022, the Company announced the separation of service with the Company of James A. Berry, the Chief Financial Officer,
effective June 13, 2022. The Company also announced that the Board had appointed Omar A. Haynes as Interim Chief Financial Officer
of the Company, which became effective on June 13, 2022. In such role, Mr. Haynes will serve as the Company’s principal
financial officer and principal accounting officer for SEC reporting purposes, pursuant to the terms of his current employment
arrangements with the Company.
Mr.
Haynes, 40, has served as Vice President of Treasury & Finance of the Company since June 2021 and will continue to retain those titles
while serving as the Company’s Interim Chief Financial Officer. He joined the Company as Associate Director of Finance in
March 2017, then served as Director of Finance, Analytics & Treasury from January 2019 to June 2020 and Treasurer & Senior Director
of Finance from June 2020 to May 2021. Before joining the Company, he worked in corporate structuring and interim management consulting,
focusing on performance improvement and cash management.
For
his service as Interim Chief Financial Officer, Mr. Haynes will receive a base salary of $288,750 annually, subject to review by the Compensation
Committee of the Company’s board of directors. He is eligible to receive an annual cash bonus with a target of 50% of his base salary
and will be eligible to participate in any annual bonus or other incentive compensation program that the Company may adopt from time to
time for its executive officers.
There
was no other arrangement or understanding pursuant to which Mr. Haynes was selected as an officer of the Company. There are no family
relationships between Mr. Haynes and any director or executive officer of the Company. There are no related party transactions in respect
of the Company of the kind described in Item 404(a) of Regulation S-K in which Mr. Haynes was a participant.
Item 8.01. Other Events
On June 14, 2022, the Company
issued a press release regarding the changes in roles of Messrs. Berry and Haynes discussed in Item 5.02 above. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated June 14, 2022
104 Cover page Interactive Data File (embedded within the Inline XBRL document)
FORWARD-LOOKING STATEMENTS
This Form 8-K contains forward-looking statements that we intend to
be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form
8-K, other than statements of historical facts may constitute forward-looking statements within the meaning of the federal securities
laws. These statements can be identified by words such as “expects,” “plans,” “projects,” “will,”
“may,” “anticipates,” “believes,” “should,” “intends,” “estimates,”
and other words of similar meaning. Any forward-looking statements contained herein are based on current expectations, and are subject
to a number of risks and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities,
performance, achievements or results to differ materially from the activities and results anticipated in forward-looking statements. These
risks and uncertainties include those described in the “Risk Factors” section as detailed from time to time in the Company’s
reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s annual report on Form 10-K,
periodic quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. In addition, forward-looking
statements may also be adversely affected by general market factors, general economic and business conditions, including potential adverse
effects of public health issues, such as the COVID-19 outbreak (including any new variant strains of the underlying virus) on economic
activity, among other factors. The forward-looking statements contained in this Form 8-K speak only as of the date the statements were
made, and the Company does not undertake any obligation to update forward-looking statements, except as required by law.
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: June 14, 2022 |
By: |
/s/ Scott R. Milford |
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Name: |
Scott R. Milford |
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Title: |
Chief Executive Officer |
Exhibit 99.1
XpresSpa Group Announces the Separation of Service
of Chief Financial Officer
James Berry
Omar Haynes Named Interim Chief Financial Officer
NEW YORK, June 14, 2022 - XpresSpa Group, Inc.
(Nasdaq: XSPA), a travel health and wellness company, today announced the separation of service with the Company of James A. Berry, effective
June 13, 2022. The Company has named Omar A. Haynes as Interim Chief Financial Officer while it conducts an executive search to fill
the position permanently.
Mr. Haynes joined the Company as Associate
Director of Finance in March 2017, served as Director of Finance, Analytics & Treasury from January 2019 to June 2020,
and then Treasurer & Senior Director of Finance from June 2020 to May 2021. Previously he was an associate at both
Alvarez & Marsal and Conway, Del Genio, Gries & Co. Mr. Haynes holds a Bachelor of Arts in Quantitative Economics
from Tufts University.
Scott Milford, XpresSpa Group Chief Executive
Officer, said, “On behalf of our Board and the entire team, I want to thank James and wish him the best in his future endeavors.
I also want to thank Omar for stepping into this interim role to help build the momentum necessary for growth. Omar is well suited to
serve as our Interim Chief Financial Officer given his strong financial background and tenure with the Company. We have launched a search
for a full-time Chief Financial Officer and look forward to naming that individual once they have been identified.”
About XpresSpa
Group, Inc.
XpresSpa Group, Inc. (Nasdaq: XSPA)
is a leading global health and wellness holding company operating three brands: XpresCheck®, XpresSpa®, Treat™.
| • | XpresCheck is a leading on-site airport provider
of Covid-19 screening and diagnostic testing with 15 locations in 12 domestic airports. XpresCheck is also partnered with the CDC and
Concentric by Ginkgo, conducting biosurveillance monitoring at four major domestic airports to identify existing and new SARS-CoV-2 variants. |
| • | XpresSpa is a leading airport retailer of
wellness services and related products, with 23 locations in 13 airports globally. |
| • | Treat is a travel health and wellness brand that
is providing on-demand access to healthcare through technology and personalized services, including two domestic airport locations. |
| • | To further build on XpresSpa Group’s expertise
in the health and wellness space, the Company acquired HyperPointe, a leading digital healthcare and data analytics relationship marketing
agency serving the global healthcare industry, in January 2022. |
To learn more about XpresCheck, visit: www.XpresCheck.com
To learn more about XpresSpa, visit www.XpresSpa.com
To learn more about Treat, visit: www.Treat.com
To learn more about HyperPointe, visit: www.Hyperpointe.com
Twitter: @xprescheck and Instagram: @realxprescheck
Twitter: @XpresSpa and Instagram: @XpresSpa
Twitter: @Treat_Care and Instagram: @treat_care
Forward-Looking Statements
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. Forward-looking statements relating to expectations
about future results or events are based upon information available to XpresSpa Group 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 Group’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, and other Securities and Exchange Commission filings. All subsequent
written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or
any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group 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.
Investor Relations
ICR
Raphael Gross
ir@xpresspagroup.com
(203) 682-8253
Media
Julie Ferguson
Julie@jfprmedia.com
(312) 385-0098