As filed with the Securities and Exchange Commission on October 25, 2016

Registration No. 333-213566

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

FORM HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		4899		20-4988129
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

780 Third Avenue, 12 ^th Floor
New York, New York 10017
(212) 309-7549

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

Andrew D. Perlman
Chief Executive Officer
FORM Holdings Corp.
780 Third Avenue, 12 ^th Floor
New York, New York 10017
(212) 309-7549

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

Kenneth R. Koch, Esq.
Jeffrey P. Schultz, Esq.
Merav Gershtenman, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, New York
(212) 935-3000

 

Approximate date of commencement of proposed sale of the securities to the public : As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company x
		(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

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Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee (3)
Common Stock, par value $0.01 per share			6,458,336	(1)			N/A			$	9,770,000	(2)		$	983.84	(10)
Preferred Stock, par value $0.01 per share			494,792	(4)			N/A			$	28,080,000	(5)		$	2,827.66	(10)
Warrants to purchase Common Stock			2,500,000	(6)			N/A				N/A				N/A	(7)
Common Stock issuable upon exercise of the Warrants			2,500,000	(8)			N/A			$	7,500,000	(9)		$	755.25	(10)

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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The information in this proxy statement/prospectus is not complete and may be changed. Form Holdings Corp. may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”), of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any representation to the contrary is a criminal offense.

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus references important business and financial information about FORM that is not included in or delivered with this proxy statement/prospectus. FORM and its proxy solicitor, The Proxy Advisory Group, LLC®, will provide you with copies of this information (excluding all annexes) relating to FORM, without charge, upon written or oral request. You can obtain these documents, which are referred to in this proxy statement/prospectus, by requesting them in writing or by telephone from FORM or The Proxy Advisory Group LLC®, FORM’s proxy solicitor, at the following address and telephone number, as applicable:

FORM Holdings Corp. 780 Third Avenue, 12 th Floor New York, New York 10017 (212) 309-7549		The Proxy Advisory Group, LLC® 18 East 41 st Street, Suite 2000 New York, New York 10017 888-337-7699 888-33-PROXY

In order for you to receive timely delivery of the documents in advance of the FORM annual meeting you must request the information no later than November 15, 2016.

Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Stockholders of FORM to be held on November 28, 2016. This proxy statement/prospectus, a form of proxy card and FORM’s Annual Report to Stockholders for 2016 are available on the Internet at www.proxyvote.com.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by FORM (File No. 333-213566), constitutes a prospectus of FORM under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of FORM’s common stock and preferred stock and the warrants (and the shares of common stock issuable upon conversion or repayment of the preferred stock and the exercise of the warrants) to be issued to the XpresSpa equity holders in connection with the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, with respect to a FORM annual meeting, at which FORM stockholders will be asked to consider and vote upon certain proposals, including (i) a proposal to approve the Merger, including, but not limited to, the issuance of shares of FORM’s common stock, preferred stock and warrants (and the shares of common stock issuable upon conversion or repayment of the preferred stock and exercise of the warrants) to the XpresSpa equity holders in connection with the Merger, (ii) a proposal to approve the adoption of a Section 382 rights agreement designed to preserve the substantial amount of FORM’s net operating loss carry forwards and other tax benefits, (iii) a proposal to elect six director nominees to the FORM board of directors, (iv) a proposal to approve an amendment to the FORM 2012 Employee, Director and Consultant Equity Incentive Plan, or the 2012 Plan, to increase the number of shares of common stock reserved for issuance under the 2012 Plan to up to a maximum of 7,573,568 shares and increase the maximum number of shares available for grant to a single participant in any fiscal year, (v) a proposal to ratify the appointment of CohnReznick LLP as FORM’s independent registered public accounting firm for the fiscal year ending December 31, 2016, (vi) a proposal to approve an amendment to FORM’s Amended and Restated Certificate of Incorporation to remove “only-for-cause” director removal, (vii) a proposal to approve, by an advisory vote, the compensation of FORM’s named executive officers, as disclosed in this proxy statement/prospectus, and (viii) a proposal to approve the adjournment of the FORM annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of proposals (i) – (vii).

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FORM HOLDINGS CORP.
780 Third Avenue, 12 ^th Floor
New York, New York 10017
(212) 309-7549

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 28, 2016

To the Stockholders of FORM Holdings Corp.:

The 2016 annual meeting of stockholders of FORM Holdings Corp. (“ FORM ”), a Delaware corporation, will be held on November 28, 2016, at 11:00 a.m., local time, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32 ^nd floor, New York, New York 10017, for the following purposes:

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The FORM board of directors has determined that the Merger, upon the terms and conditions set forth in the Merger Agreement, and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, FORM and its stockholders. The board of directors makes its recommendation to the FORM stockholders after consideration of the factors described in this proxy statement/prospectus. The disinterested members of the FORM board of directors unanimously recommend that FORM stockholders vote FOR each of the foregoing proposals .

The FORM board of directors has fixed October 18, 2016 as the record date for the determination of stockholders entitled to notice of, and to vote at, the FORM annual meeting and any adjournment or postponement thereof. Only holders of record of shares of FORM’s common stock at the close of business on the record date are entitled to notice of, and to vote at, the FORM annual meeting. At the close of business on the record date, FORM had 15,799,881 shares of common stock outstanding and entitled to vote.

Your vote is important . The affirmative vote of the holders of a majority of the shares of FORM’s common stock present and entitled to vote on the matter either in person or by proxy at the FORM annual meeting is required for approval of FORM’s Proposal Nos. 1, 2, 4, 5, 7 and 8. The affirmative vote of a plurality of the voting power of the shares present or represented by proxy at the meeting and entitled to vote is required for the election of the directors set forth in FORM’s Proposal No. 3. The affirmative vote of the holders of a majority of the outstanding shares of FORM’s common stock entitled to vote on the matter either in person or by proxy at the annual meeting is required for approval of FORM’s Proposal No. 6.

All FORM stockholders of record are cordially invited to attend the FORM annual meeting in person. However, even if you plan to attend the FORM annual meeting in person, FORM urges you to submit your proxy as promptly as possible (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope as instructed on the enclosed proxy card to ensure that your shares of FORM common stock will be represented at the FORM annual meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted FOR FORM’s Proposal Nos. 1, 2, 3, 4, 5, 6, 7 and 8. If you fail to submit your proxy as instructed on the enclosed proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the FORM annual meeting and will have the same effect as a vote against FORM’s Proposal No. 6 but such failure will have no effect with respect to FORM’s Proposal Nos. 1, 2, 3, 4, 5, 7 and 8. If you do attend the FORM annual meeting and wish to vote in person, you may withdraw your proxy and vote in person .

Pursuant to rules adopted by the SEC, FORM has elected to provide access to the proxy materials of FORM both by sending you this full set of proxy materials, including a proxy card, and by making a copy of the proxy materials available to you on the Internet. This proxy statement/prospectus, a form of proxy card and FORM’s Annual Report to Stockholders for the year ended December 31, 2015 are available on the Internet at www.proxyvote.com.

This proxy statement/prospectus provides you with detailed information about the Merger and the other business to be considered by FORM stockholders at the annual meeting. FORM encourages you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 29 for a discussion of the risks related to the Merger, FORM following the completion of the Merger, and the business and operations of each of FORM and XpresSpa.

By Order of the Board of Directors,
 
Andrew D. Perlman
Chief Executive Officer
October 25, 2016

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IMPORTANT

Your vote is important. Whether or not you expect to attend the FORM annual meeting, please submit your proxy (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided, as instructed in these materials as promptly as possible in order to ensure that your shares of FORM’s common stock will be represented at the FORM annual meeting. Even if you have voted by proxy, you may still vote in person if you attend the FORM annual meeting and revoke your proxy. Please note, however, that if your shares are held in “street name” by a broker or other nominee and you wish to vote at the FORM annual meeting, you must obtain a proxy issued in your name from such record holder prior to annual meeting.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE FORM ANNUAL MEETING			1
SUMMARY			9
The Companies			9
The Merger			13
What XpresSpa Equity Holders Will Receive in the Merger			13
Ownership of FORM After the Completion of the Merger			14
Board of Directors and Executive Officers of FORM After the Completion of the Merger			14
Recommendations of the FORM Board of Directors and its Reasons for the Merger			14
Preferred Stock Valuation by Innovus Advisors			15
Interests of FORM’s Directors and Executive Officers in the Merger			15
Anticipated Accounting Treatment of the Merger			16
Material U.S. Federal Income Tax Consequences of the Merger			16
Restrictions on Sales of Shares of FORM’s Common Stock, Preferred Stock and Warrants Received by XpresSpa Equity Holders in the Merger			16
Appraisal Rights			16
Regulatory Approvals			16
Conditions to the Completion of the Merger			17
No Solicitation			18
Termination of the Merger Agreement			18
Termination Fees and Expenses			19
Voting by FORM Directors and Executive Officers			20
Rights of XpresSpa Equity Holders Will Change as a Result of the Merger			20
Private Placements			20
Escrow Agreement			21
Risk Factors			21
Matters to Be Considered at the FORM Annual Meeting			21
SUMMARY HISTORICAL FINANCIAL DATA OF FORM			23
SUMMARY HISTORICAL FINANCIAL DATA OF XPRESSPA			24
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA			25
MARKET PRICE DATA AND DIVIDEND INFORMATION			26
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			27
RISK FACTORS			29
Risks Related to the Merger			29
Risks Related to FORM’s Business			34
Risks Related to XpresSpa’s Business			39
THE MERGER			44
Structure of the Merger			44
What XpresSpa Equity Holders Will Receive in the Merger			44
Ownership of FORM after the Completion of the Merger			44

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Background of the Merger			45
Recommendations of the FORM’s Board of Directors and its Reasons for the Merger			50
Preferred Stock Valuation by Innovus Advisors			52
Board of Directors and Executive Officers of FORM After the Completion of the Merger			58
Interests of FORM Directors and Executive Officers in the Merger			58
Anticipated Accounting Treatment			59
Tax Treatment of the Merger			59
Regulatory Approvals Required for the Merger			60
Restrictions on Sales of Shares of FORM’s Common Stock, Preferred Stock and Warrants Received by XpresSpa Equity Holders in the Merger			60
Appraisal Rights			60
The NASDAQ Capital Market Listing of FORM Common Stock			60
Private Placements			61
Escrow Agreement			61
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			62
THE MERGER AGREEMENT			66
Terms of the Merger			66
Completion of the Merger			66
Limited Liability Company Agreement; Certificate of Formation; Directors and Officers			66
Merger Consideration			67
Representations and Warranties			68
Material Adverse Effect			68
Certain Covenants of the Parties			69
No Solicitation			70
Board Recommendations			71
Approval of Stockholders			71
Indemnification of Directors and Officers			72
Conditions to the Completion of the Merger			72
Termination of the Merger Agreement			73
Termination Fees and Expenses			73
Amendments			74
Governing Law			74
Amendment No. 1			74
Amendment No. 2			74
INFORMATION ABOUT THE COMPANIES			75
FORM Holdings Corp.			75
XpresSpa Holdings, LLC			76
FHXMS, LLC			76
THE ANNUAL MEETING OF FORM’S STOCKHOLDERS			77
Date, Time and Place			77

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Purpose of the FORM Annual Meeting			77
FORM Record Date; Shares Entitled to Vote			77
Quorum			77
Required Vote			77
Counting of Votes; Treatment of Abstentions and Incomplete Proxies			78
Voting by FORM’s Directors and Executive Officers			78
Voting of Proxies by Registered Holders			79
Shares Held in Street Name			79
Revocability of Proxies and Changes to a FORM Stockholder’s Vote			79
Solicitation of Proxies			80
Delivery of Proxy Materials to Households Where Two or More FORM Stockholders Reside			80
Attending the FORM Annual Meeting			80
FORM’S PROPOSALS			81
FORM’s Proposal No. 1: Approval of the Issuance of FORM Common Stock and Preferred Stock and Warrants in Connection with the Merger			81
FORM’s Proposal No. 2: Approval of Adoption of Section 382 Rights Agreement			82
FORM’s Proposal No. 3: Election of Directors			86
FORM’s Proposal No. 4: Approval of an Amendment to the FORM 2012 Employee, Director and Consultant Equity Incentive Plan			87
FORM’s Proposal No. 5: Ratification of the Appointment of FORM’s Independent Registered Public Accounting Firm			94
FORM’s Proposal No. 6: Approval of the Certificate Amendment Proposal			96
FORM’s Proposal No. 7: Approval, by an Advisory Vote, of the Compensation of FORM’s Named Executive Officers, as Disclosed in this Proxy Statement/Prospectus			97
FORM’s Proposal No. 8: Approval of the Adjournment of the FORM Annual Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of FORM Proposals Nos. 1 – 7			99
FORM’S BUSINESS			100
FORM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			106
XPRESSPA’S BUSINESS			122
XPRESSPA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			130
MANAGEMENT OF FORM FOLLOWING THE MERGER			135
Executive Officers and Directors			135
Composition of the Board and Director Independence			138
Committees of the Board of Directors			139
Board Leadership Structure, Executive Sessions of Non-Management Directors			140
Risk Oversight			140
Code of Ethics			140
Section 16(a) Beneficial Ownership Reporting Compliance			141
Related Person Transactions			141

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FORM SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			148
XPRESSPA SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			150
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF FORM FOLLOWING THE MERGER			152
DESCRIPTION OF CAPITAL STOCK			155
Common Stock			155
Preferred Stock			155
Warrants			156
Delaware Statutory Business Combinations Provision			156
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS			157
COMPARISON OF RIGHTS OF FORM’S STOCKHOLDERS AND XPRESSPA EQUITY HOLDERS			163
LEGAL MATTERS			167
EXPERTS			167
FUTURE STOCKHOLDER PROPOSALS			167
WHERE YOU CAN FIND ADDITIONAL INFORMATION			167
INDEX TO FINANCIAL STATEMENTS			F-1
Annexes
Annex A —   The Merger Agreement and Amendments No. 1 and No. 2 to the Merger Agreement			A-1
Annex B —   Section 382 Rights Agreement			B-1
Annex C —   FORM 2012 Employee, Director and Consultant Equity Incentive Plan, as Amended			C-1
Annex D —   Form of Certificate of Amendment to Amended and Restated Certificate of  Incorporation to Remove “Only-for-Cause” Director Removal			D-1
Annex E —   Form of Certificate of Designation of Preferences, Rights and Limitations of Series D  Convertible Preferred Stock			E-1
Annex F —   Form of Warrant			F-1
Annex G —   Preferred Stock Valuation Opinion by Innovus Advisors			G-1

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No fractional shares of FORM common or preferred stock will be issued to XpresSpa equity holders in connection with the Merger. Instead, XpresSpa equity holders will be entitled to receive the next highest number of whole shares of FORM common or preferred stock, as applicable, in lieu of any fractional shares of FORM common or preferred stock that they would otherwise be entitled to receive in connection with the Merger.

For a more complete discussion of what XpresSpa equity holders will receive in connection with the Merger, see the sections entitled “The Merger — What XpresSpa Equity Holders Will Receive in the Merger,” “The Merger — Ownership of FORM After the Completion of the Merger” and “The Merger Agreement — Merger Consideration” beginning on pages 44 , 44 , and 67 , respectively.

For example, if you are a FORM stockholder and hold 5% of the outstanding shares of FORM common stock calculated on a fully diluted basis immediately prior to the completion of the Merger and do not also hold units of XpresSpa, then upon completion of the Merger you will hold an aggregate of approximately 3.35% of the outstanding shares of common stock of FORM calculated on a fully diluted basis as of immediately following the completion of the Merger.

For a more complete discussion of the existing businesses of FORM and XpresSpa, see the sections entitled “FORM’s Business,” “FORM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “XpresSpa’s Business,” and “XpresSpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 100 , 106 , 122 , and 130 , respectively. In addition, you should carefully review the section entitled “Risk Factors” beginning on page 29 , which presents risks and uncertainties related to the Merger and the business and operations of each of FORM and XpresSpa.

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For a more complete discussion of the restrictions on sales of shares of FORM common stock received by XpresSpa equity holders in the Merger, see the section entitled “The Merger — Restrictions on Sales of Shares of FORM Common Stock Received by XpresSpa Equity Holders in the Merger” beginning on page 60 .

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For a more complete discussion of the conditions to the completion of the Merger under the Merger Agreement, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 72 .

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If you are a FORM stockholder, you may vote by telephone or through the Internet by following the instructions included on your proxy card, you may indicate on the enclosed proxy card how you would like to vote, sign and return the proxy card in the enclosed postage-paid envelope, or you may attend the FORM annual meeting in person. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the FORM annual meeting.

If you hold your shares in “street name,” please refer to your proxy card or the information forwarded by your broker or other nominee to see which options are available to you.

If you are a FORM stockholder and you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the FORM annual meeting and all of your shares will be voted FOR FORM’s Proposal Nos. 1, 2, 3, 4, 5, 6, 7 and 8. However, if you submit a proxy card and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the FORM annual meeting, but will not be voted at the FORM annual meeting. As a result, your

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abstention will have the same effect as voting AGAINST FORM’s Proposal Nos. 1, 2, 4, 6 and 7 and will have no effect on FORM’s Proposal Nos. 3 and 5.

If your shares of FORM common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the FORM annual meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the FORM annual meeting unless you obtain a legal proxy from the broker or other nominee that holds your shares giving you the right to vote the shares in person at the FORM annual meeting.

If you are a beneficial owner of FORM common stock, you may submit new voting instructions by contacting your broker or other nominee. You also may vote in person if you obtain a legal proxy. All shares that have been properly voted and not revoked will be voted at the FORM annual meeting.

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If you are a FORM stockholder you should contact FORM, or The Proxy Advisory Group, LLC®, FORM’s proxy solicitor, at the address and telephone number listed below:

FORM Holdings Corp. 780 Third Avenue, 12 th Floor New York, New York 10017 (212) 309-7549		The Proxy Advisory Group, LLC® 18 East 41 st Street, Suite 2000 New York, New York 10017 888-337-7699 888-33-PROXY

This proxy statement/prospectus, a form of proxy card and FORM’s Annual Report to Stockholders for 2015 are available on the Internet at www.proxyvote.com.

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Prior to December 31, 2013, FORM operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, FORM sold its mobile social application business to InfoMedia Services Limited (“ InfoMedia ”), receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. As part of the transaction, FORM has the opportunity to license certain intellectual property assets and work with InfoMedia to identify and protect new intellectual property.

FORM is headquartered in New York, New York and was incorporated in Delaware in 2006. FORM’s principal offices are located at 780 Third Avenue, 12 ^th Floor, New York, New York 10017 and its telephone number is (212) 309-7549. FORM’s principal website is www.formholdings.com . The information on or that can be accessed through FORM’s website is not part of this proxy statement/prospectus. FORM’s common stock is listed on The NASDAQ Capital Market and trades under the symbol “FH.” Additional information about FORM and its subsidiaries is included elsewhere in this proxy statement/prospectus. See the sections entitled “FORM’s Business,” “FORM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “FORM’s Financial Statements” beginning on pages 100 , 106 , and F- 1 , respectively.

XpresSpa Holdings, LLC

XpresSpa is a leading airport retailer of spa services and related products. It is a well recognized and popular airport spa brand with nearly three times the number of U.S. locations as its closest competitor. It provides nearly 900,000 services per year. As of October 18, 2016, XpresSpa operated 51 total locations in 44 terminals and 21 airports in three countries. XpresSpa also sells wellness and travel products through its internet site, www.xpresspa.com. Services and products include:

For over a decade, increased security requirements have led travelers to spend more time post-security at the airport before their flights. In addition, travelers are often dealing with stressful security lines and are subjected to increased downtime from delays due to congested airports, inclement weather conditions, and cancelled flights. XpresSpa was developed to address the stress and idle time spent at the airport, allowing travelers to spend this time productively, by relaxing and focusing on personal care and wellness. XpresSpa’s service offerings are well positioned to benefit from consumers’ sustained and growing interest in health and wellness, including spa services.

In addition, a confluence of microeconomic events has created favorable conditions for the expansion of retail concepts at airports, in particular retail concepts that attract higher spending from air travelers. The competition for airplane landings has forced airports to lower landing fees, which in turn has necessitated augmenting their retail offerings to offset budget shortfalls. Infrastructure projects at airports across the country, again intended to make an airport more desirable to airlines, require funding from bond issuances that in turn rely upon, in part, the expected minimum rent guarantees and expected income from concessionaires.

Equally as important to the industry growth is XpresSpa’s flexible retail format. XpresSpa opens multiple locations annually, which have ranged in size from 300 square feet to 3,000 square feet, with a typical size of 1,000 – 1,200 square feet. XpresSpa is able to adapt its operating model to almost any size space available in space constrained airports. This flexibility compared to other retail concepts allows XpresSpa to operate multiple stores within an airport, from which it enjoys synergies due to shared labor between stores.

XpresSpa uses GAAP and non-GAAP measurements to assess the trends, profitability and return on capital invested in its core spa business. Items it reviews on an ongoing basis include revenues, comparable store sales growth and Store EBITDA.

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Total revenues have increased 65% from $23,486,000 in 2010 to $38,843,000 in 2015, largely as a result of the growth in the number of spas, from 28 in 2010 to 47 in 2015 and 48 in 2016.

As a measure of the quality of the increase in revenues, XpresSpa regularly measures comparable store sales, which it defines as current period sales from stores opened longer than a year compared to the period of those same stores’ sales a year ago (“Comp Store Sales”). The measurement of Comp Store Sales on a daily, weekly, monthly and year-to-date basis provides a clear view of the underlying health of the sales growth of the company that may otherwise be clouded by simply growing the number of spas. A reconciliation between Comp Store Sales, which is a non-GAAP measure commonly used in the retail industry, and total revenue as reported on the financial statements is presented below:

(In Thousands)		2012				2013				2014				2015				June 30, 2016 (H1 2016)
Comp Store Sales		$	21,461			$	26,569			$	31,441			$	34,060			$	18,356
Non-comp Store Sales			7,892				7,316				5,906				4,783				2,115
Total Revenue		$	29,353			$	33,895			$	37,347			$	38,843			$	20,471

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The chart below illustrates percentage changes in Comp Store Sales.

Strong performance in Comp Store Sales in 2013 and 2014 was eroded in 2015 due to a severe shortage of massage technicians. Efforts were focused on recruiting, hiring and retaining these technicians beginning in the fourth quarter of 2015. During 2016, XpresSpa began to expand, which resulted in a Comp Store Sales increase of 2.9% during the first half of 2016.

A measure of the health of the overall profitability of the spas is another non-GAAP measure which we refer to as Store EBITDA (“Store EBITDA”), which is defined as earnings before any corporate general and administrative expenses, depreciation and amortization, interest and tax. Store EBITDA is a measure that helps XpresSpa assess earnings after the direct costs of delivering the services and selling products in the spas were incurred.

During 2015 and the six months ended June 30, 2016, XpresSpa generated $7.6 million and $3.5 million of Store EBITDA, respectively. The table below presents a reconciliation between the financial statements and Store EBITDA:

(In Thousands)		2015				June 30, 2016
Gross Profit			11,173				5,636
Add back: Store Depreciation and Amortization			4,000				1,580
Less: Store Selling, General and Administrative Expenses			(7,554	)			(3,711	)
Store EBITDA			7,619				3,505
Reconciliation to the Consolidated Statements of Operations:
Store Depreciation and amortization			4,000				1,580
Corporate Depreciation and amortization			405				304
Less: Amortization of deferred finance charges			(73	)			—
Total Depreciation and Amortization Expense per the financial statements			4,332				1,884
Store Selling, General and Administrative Expenses			7,554				3,711
Corporate Selling General and Administrative Expenses			10,898				5,083
Selling, General and Administrative Expenses per the financial statements			18,452				8,794

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XpresSpa believes that its operating metrics represent an attractive return on invested capital and as a result is pursuing new locations at airports and terminals around the country. XpresSpa estimates that there are more than 25 spa locations coming out as formal requests for proposal (“ RFP ”) by airport retail authorities in the next two years. Historically, XpresSpa has won approximately four out of every five RFPs that it participated in.

XpresSpa is headquartered in New York, New York and was formed in 2012. XpresSpa’s predecessor, Binn & Partners, LLC, was formed in New York in 2000, and commenced operating its first spa location in February 2004. XpresSpa’s principal offices are located at 3 East 54 ^th street, 9 ^th Floor, New York, New York 10022 and its telephone number is (212) 750-9595. XpresSpa’s principal website is www.xpresspa.com . The information on or that can be accessed through XpresSpa’s website is not part of this proxy statement/prospectus. XpresSpa is a private company and its units are not publicly traded. Additional information about XpresSpa and its subsidiaries is included elsewhere in this proxy statement/prospectus. See the sections entitled “XpresSpa’s Business,” “XpresSpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “XpresSpa’s Financial Statements” beginning on pages 122 , 130 , and F- 63 , respectively.

FHXMS, LLC

Merger Sub is a wholly-owned subsidiary of FORM and was formed in Delaware on July 25, 2016, solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

The Merger

FORM and XpresSpa have entered into the Merger Agreement, which provides that, subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL at the Effective Time (as such term is defined in the Merger Agreement), Merger Sub will merge with and into XpresSpa, with XpresSpa surviving as a wholly-owned subsidiary of FORM. The disinterested members of the board of directors (consisting of all board members except Bruce T. Bernstein) of FORM have unanimously approved the Merger Agreement and the Merger. The disinterested members of the board of directors (consisting of all board members except Bruce T. Bernstein) of XpresSpa have approved the Merger Agreement and the Merger.

What XpresSpa Equity Holders Will Receive in the Merger

Upon completion of the Merger (i) the then-outstanding common units of XpresSpa (other than units held by FORM and its subsidiaries, which will be cancelled without any consideration) and (ii) the then-outstanding preferred units of XpresSpa (other than preferred units held by FORM and its subsidiaries, which will be cancelled without any consideration) will be cancelled and automatically converted into the right to receive an aggregate of (i) 2,500,000 shares of FORM common stock, (ii) 494,792 shares of FORM preferred stock, initially convertible into 3,958,336 shares of FORM common stock and (iii) five-year warrants to purchase an aggregate of 2,500,000 shares of FORM common stock, at an exercise price of $3.00 per share, in each case, subject to adjustment in the event of a stock split, dividend or similar events. Immediately following the completion of the Merger (without taking into account any shares of FORM common stock held by XpresSpa equity holders prior to the completion of the Merger but assuming that all shares held in escrow are released to the former equity holders of XpresSpa), the former equity holders of XpresSpa are expected to own approximately 18% of the outstanding common stock of FORM (or 33% of the outstanding common stock of FORM calculated on a fully diluted basis) and the current stockholders of FORM are expected to own approximately 82% of the outstanding common stock of FORM (or 67% of the outstanding common stock of FORM calculated on a fully diluted basis).

No fractional shares of FORM common stock or FORM preferred stock will be issued to XpresSpa equity holders in connection with the Merger. Instead, XpresSpa equity holders will be entitled to receive the next highest number of whole shares of FORM common or preferred stock, as applicable, in lieu of any fractional shares of FORM common or preferred stock that they would otherwise be entitled to receive in connection with the Merger.

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For a more complete discussion of what XpresSpa equity holders will receive in connection with the Merger, see the sections entitled “The Merger — What XpresSpa Equity Holders Will Receive in the Merger” and “The Merger Agreement — Merger Consideration” beginning on pages 44 and 67 , respectively.

Ownership of FORM After the Completion of the Merger

Upon completion of the Merger, (without taking into account any shares of FORM common stock held by XpresSpa equity holders prior to the completion of the Merger but assuming that all shares held in escrow are released to the former equity holders of XpresSpa), the former equity holders of XpresSpa are expected to own approximately 18% of the outstanding common stock of FORM (or 33% of the outstanding common stock of FORM calculated on a fully diluted basis) and the current stockholders of FORM are expected to own approximately 82% of the outstanding common stock of FORM (or 67% of the outstanding common stock of FORM calculated on a fully diluted basis).

Board of Directors and Executive Officers of FORM After the Completion of the Merger

Upon completion of the Merger, FORM will have a seven member board of directors, comprised of Andrew D. Perlman, John Engelman, Donald E. Stout, Salvatore Giardina, Bruce T. Bernstein and Richard K. Abbe, all of whom are currently members of the FORM board of directors, and Andrew R. Heyer, who is the nominee of the holders of FORM preferred stock and currently a member of the XpresSpa board of directors and Chief Executive Officer of Mistral.

The executive management team of FORM is expected to be composed of the following individuals:

Name		Current Position		Position with FORM after completion of the Merger
Andrew D. Perlman		Chief Executive Officer and Director of FORM		Chief Executive Officer and Director
Anastasia Nyrkovskaya		Chief Financial Officer and Treasurer of FORM		Chief Financial Officer and Treasurer
Clifford Weinstein		Executive Vice President of FORM and President of FLI Charge		Executive Vice President and President of FLI Charge
Darin White		President of Group Mobile		President of Group Mobile
Edward Jankowski		Chief Executive Officer of XpresSpa		Senior Vice President and Chief Executive Officer of XpresSpa

Recommendations of the FORM Board of Directors and its Reasons for the Merger

The disinterested members of the FORM board of directors (consisting of all board members except Bruce T. Bernstein), after considering the factors described in the section entitled “The Merger — Recommendations of the FORM Board of Directors and its Reasons for the Merger” beginning on page 50 , have unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The disinterested members of the FORM board of directors have determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, FORM and its stockholders, and therefore recommends that the FORM stockholders vote FOR the FORM Merger Proposal, as contemplated by the Merger Agreement, FOR the Rights Agreement Proposal, FOR the Election of Directors Proposal, FOR the approval of the 2012 Equity Incentive Plan Amendment, FOR the Ratification of the Appointment of FORM’s Independent Registered Public Accounting Firm Proposal, FOR the Certificate Amendment Proposal, FOR the Compensation Proposal and FOR the adjournment of the FORM annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of FORM Proposal Nos. 1 – 7. The FORM board of directors made its recommendations to the FORM stockholders after considering the factors described in this proxy statement/prospectus. For a more complete discussion of the recommendations of the FORM board of directors and its reasons for the Merger, see the section entitled “The Merger — Recommendations of the FORM Board of Directors and its Reasons for the Merger” beginning on page 50 .

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Preferred Stock Valuation by Innovus Advisors

Innovus Advisors, LLC, which is referred to as Innovus, was retained by FORM to prepare a valuation of the FORM preferred stock to be issued by FORM in the Merger solely as requested by NASDAQ. On August 4, 2016, at the request of FORM management, Innovus rendered its oral valuation opinion regarding such preferred stock to the FORM Board of Directors, which was subsequently confirmed in writing to FORM.

The full text of Innovus’ written valuation opinion to FORM, dated August 4, 2014, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Innovus in rendering its valuation opinion of the FORM preferred stock to be issued by FORM in the Merger, is attached to this proxy statement/prospectus as Annex G. Innovus’ valuation opinion of the FORM preferred stock to be issued by FORM in the Merger is qualified in its entirety by reference to the full text of the Innovus valuation opinion. You are encouraged to read Innovus’ valuation opinion, this section and the summary of Innovus’ valuation opinion below carefully and in their entirety. Innovus’ valuation opinion was for the benefit of FORM and addressed only the value of the FORM preferred stock to be issued by FORM in the Merger as of the date of the opinion and did not address any other aspects or implications of the Merger.

Innovus’ valuation opinion was not intended to, and does not, constitute a fairness opinion, advice or a recommendation as to how FORM’s stockholders should vote at any stockholders’ meeting to be held in connection with the Merger or take any other action with respect to the Merger.

Additionally, Innovus’ valuation opinion does not relate to the fairness of the consideration in the Merger and Innovus did not advise or determine the amount of consideration to be paid in the Merger.

Interests of FORM’s Directors and Executive Officers in the Merger

You should be aware that certain directors and executive officers of FORM have interests in the Merger that are different from, or in addition to, the interests of the stockholders of FORM generally.

Interests of FORM’s directors and executive officers in connection with the Merger relate to (i) the continuing service of each of Andrew D. Perlman, John Engelman, Donald E. Stout, Salvatore Giardina, Bruce T. Bernstein and Richard K. Abbe as directors of FORM following the completion of the Merger, (ii) the fact that Andrew D. Perlman, Anastasia Nyrkovskaya and Clifford Weinstein are currently executive officers of FORM and will remain executive officers of FORM following the completion of the Merger, (iii) the right to continued indemnification for directors and executive officers of FORM following the completion of the Merger and (iv) the equity and debt holdings of Rockmore, an investment entity controlled by FORM’s board member Bruce T. Bernstein, in XpresSpa. Rockmore currently owns equity securities of XpresSpa that are expected to receive approximately 9.5% of the merger consideration and, following completion of the Merger, Rockmore will still be the holder of the Senior Secured Note, and will hold approximately 4.7% of the outstanding common stock of FORM on a fully diluted basis (in each case, based on the assumptions used in the section entitled “Security Ownership of Certain Beneficial Owners and Management of FORM Following the Merger” beginning on page 152 ). Pursuant to the terms of the Senior Secured Note, XpresSpa may not merge into or consolidate with any other person or entity or permit any other person or entity to merge into or consolidate with XpresSpa without the consent of Rockmore. Rockmore has provided its consent to the Merger.

The FORM board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that FORM stockholders approve the FORM Merger Proposal.

For a more complete discussion of the interests of the directors and executive officers of FORM in the Merger, see the section entitled “The Merger — Interests of FORM’s Directors and Executive Officers in the Merger” beginning on page 58 .

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Anticipated Accounting Treatment of the Merger

The Merger will be accounted for using the acquisition method of accounting in accordance with ASC 805. United States generally accepted accounting principles (“ GAAP ”) requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. FORM will be treated as the acquiring entity for accounting purposes. In identifying FORM as the acquiring entity, the companies took into account the composition of FORM’s Board of Directors, the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer, as well as the fact that FORM’s existing stock holders will own approximately 67% of FORM after completion of the Merger on a fully diluted basis.

Material U.S. Federal Income Tax Consequences of the Merger

The receipt of FORM shares and warrants to acquire FORM shares in exchange for XpresSpa units pursuant to the Merger Agreement will be a taxable transaction to U.S. Holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 62 ) for U.S. federal income tax purposes. A U.S. holder will generally recognize capital gain or loss on the receipt of FORM shares (including the portion of FORM Shares placed in escrow) and warrants to acquire FORM shares in exchange for XpresSpa units. However, a portion of such gain or loss will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by XpresSpa and its subsidiaries. The utilization of capital losses is subject to various limitations. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of XpresSpa’s income may become available to offset a portion of the gain recognized by such U.S. Holder. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on 62 . Each holder of XpresSpa units is strongly urged to consult with and rely upon its own tax advisor as to the specific federal, state, local and non-U.S. tax consequences to such holder of the ownership and disposition of the Merger Consideration, or any portion thereof, taking into account such holder’s particular circumstances.

Restrictions on Sales of Shares of FORM’s Common Stock, Preferred Stock and Warrants Received by XpresSpa Equity Holders in the Merger

Shares of FORM common stock, FORM preferred stock and warrants will be freely tradable upon the effectiveness of the Registration Statement. Shares of FORM common stock, FORM preferred stock and warrants received by XpresSpa equity holders who become affiliates of FORM for purposes of Rule 144 under the Securities Act, may be resold by them only in transactions permitted by Rule 144 or as otherwise permitted under the Securities Act.

For a more complete discussion of the restrictions on sales of shares of FORM common stock, FORM preferred stock and warrants received by the XpresSpa equity holders in the Merger, see the section entitled “The Merger — Restrictions on Sales of Shares of FORM Common Stock, Preferred Stock and Warrants Received by XpresSpa Equity Holders in the Merger” beginning on page 60 .

Appraisal Rights

Under the DGCL, holders of FORM common stock are not entitled to appraisal rights in connection with the Merger or the proposals described in this proxy statement/prospectus. No dissenters’ or appraisal rights are available to any XpresSpa equity holders in connection with the Merger or the proposals described in this proxy statement/prospectus.

Regulatory Approvals

As of the date of this proxy statement/prospectus, neither FORM nor XpresSpa is required to make filings or to obtain approvals or clearances from any regulatory authorities in the United States or other countries to complete the Merger. In the United States, FORM must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Capital Market. Under NASDAQ Marketplace Rule 5635(a), a company listed on The NASDAQ Capital Market is required to obtain stockholder approval in connection with a merger with another company if the number of shares of common stock or securities

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convertible into common stock to be issued is in excess of 20% of the number of shares of common stock then outstanding. Based on the current number of issued and outstanding shares of FORM common stock, if the Merger is completed, it is estimated that the FORM common stock and FORM preferred stock to be issued in the Merger will exceed 20% of FORM’s common stock issued and outstanding on the record date, and may constitute a “change of control” under NASDAQ rules. For these reasons FORM must obtain its stockholders approval of the FORM Merger Proposal.

Conditions to the Completion of the Merger

FORM and XpresSpa expect to complete the Merger as soon as possible following the approval of the FORM Merger Proposal at the annual meeting. Completion of the Merger will only be possible, however, after all closing conditions contained in the Merger Agreement are satisfied or waived, including after FORM receives stockholder approval at the annual meeting. It is possible, therefore, that factors outside of each company’s control could require them to complete the Merger at a later time or not complete it at all.

The obligations of FORM and XpresSpa to consummate the Merger are each subject to the satisfaction or waiver (to the extent permitted under applicable law) of the following conditions, among others and subject, in some cases, to the exceptions or limitations contained in confidential disclosure schedules delivered to each party by the other:

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No Solicitation

Subject to certain exceptions, prior to the completion of the Merger or the earlier termination of the Merger Agreement, XpresSpa has agreed that it will not, and it will not authorize or permit its subsidiaries and/or its officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives to directly or indirectly: (a) solicit, initiate, induce or take any action to facilitate, encourage, solicit, initiate or induce any action relating to, or the submission of any Company Acquisition Proposal (as defined in the Merger Agreement); (b) enter into, participate or engage in discussions or negotiations in any way with any person concerning any Company Acquisition Proposal; (c) furnish to any person (other than FORM and its designees) any information relating to XpresSpa or its subsidiaries or afford to any person (other than FORM or its representatives or designees) access to the business, properties, assets, books, records or other information, or to any personnel of XpresSpa or any of its subsidiaries, in any case, with the intent to induce or solicit the making or submission of a Company Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to a Company Acquisition Proposal; (d) approve a Company Acquisition Proposal or take any action that would require it to abandon, terminate or fail to consummate, or that would reasonably be expected to result in the abandonment or, termination or failure to consummate the Merger; or (e) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement or other similar instrument (whether binding or not) or contract constituting or otherwise relating to a Company Acquisition Proposal (other than an executed non-disclosure agreement having provisions no less favorable than that certain non-disclosure agreement between FORM and XpresSpa).

For a more complete discussion of the prohibition on solicitation of acquisition proposals from third parties, see the section entitled “The Merger Agreement — No Solicitation” beginning on page 70 .

Termination of the Merger Agreement

Generally and except as specified below, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the completion of the Merger, including after the required FORM stockholder approval is obtained:

by either party, if:

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by FORM, if:

by XpresSpa, if:

For a more complete discussion of termination of the Merger Agreement, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 73 .

Termination Fees and Expenses

The Merger Agreement provides that, subject to certain exceptions discussed below, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such expenses, provided however that if the Merger is consummated FORM will assume XpresSpa’s transaction costs, in an amount not to exceed $500,000.

In the event that either (a) XpresSpa terminates the Merger Agreement because (i) it determines to enter into a definitive agreement relating to a Company Superior Proposal, or (ii) XpresSpa elects to terminate for any reason or no reason at all or (b) FORM terminates the Merger Agreement because (i) XpresSpa effected a Company Board Approval Change (as defined in the Merger Agreement), (ii) XpresSpa enters into any agreement related to a Company Acquisition Proposal, (iii) XpresSpa materially breached the provision related to a Company Acquisition Proposal contained in the Merger Agreement or (iv) XpresSpa’s board of directors shall have resolved to do any of the foregoing (i)-(iii), then XpresSpa shall pay to FORM a fee (the “ XpresSpa Termination Fee ”) equal to $750,000, plus an amount in cash equal to FORM’s reasonable out-of-pocket fees and expenses incurred in connection with the Merger, in an amount not to exceed $500,000.

In the event that either (a) XpresSpa terminates the Merger Agreement because (i) the FORM board of directors fails to present and recommend the approval and adoption of the Merger Agreement, (ii) FORM fails

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to include the FORM Board Recommendation (as defined herein) in the proxy statement/proposal, or (iii) FORM’s board of directors shall have resolved to do any of the foregoing (i)-(ii) or (b) XpresSpa or FORM terminates the Merger Agreement because FORM’s stockholders approval is not obtained prior to the End Date, then FORM shall pay to XpresSpa a fee (the “ FORM Termination Fee ”) equal to $750,000, plus an amount in cash equal to XpresSpa’s reasonable out-of-pocket fees and expenses incurred in connection with the Merger, in an amount not to exceed $500,000.

In the event that (i) the Merger Agreement is terminated by XpresSpa because the Merger is not consummated on or before the End Date, and (ii) a Company Acquisition Proposal has either previously been publicly announced or has been proposed or communicated to XpresSpa and a definitive agreement with respect to such Company Acquisition Proposal has been signed or consummated within six months following the termination of the Merger Agreement, then XpresSpa shall pay to FORM the XpresSpa Termination Fee.

In the event that the Merger Agreement is terminated by FORM because the Merger is not consummated on or before the End Date, and within six months following such termination XpresSpa consummates a transaction for the (i) issuance, sale or other disposition of securities representing 50% or more of the voting power or economic interests of XpresSpa or any subsidiary, (ii) any direct or indirect sale, transfer, acquisition or disposition of more than 50% of the consolidated assets of XpresSpa and its subsidiaries taken as a whole, including by way of purchase of stock, limited liability interests or other equity interests of the subsidiaries or (iii) any merger, consolidation, equity exchange, business combination, recapitalization, reorganization, liquidation, joint venture, dissolution or any similar transaction involving XpresSpa or any of its subsidiaries, (in each case in clause (iii), that result in the equity holders of XpresSpa beneficially owning less than 50% of XpresSpa) then XpresSpa shall pay to FORM the XpresSpa Termination Fee.

For a more complete discussion of termination fees and expenses, see the section entitled “The Merger Agreement — Termination Fees and Expenses” beginning on page 73 .

Voting by FORM Directors and Executive Officers

As of October 18, 2016, a recent practicable date before the printing of this proxy statement/prospectus, directors and executive officers of FORM beneficially owned and were entitled to vote 1,704,685 shares of FORM common stock, or approximately 10.1% of the total outstanding voting power of FORM. It is expected that FORM’s directors and executive officers will vote their shares FOR the approval of the Merger, although none of them has entered into any agreement requiring them to do so.

Rights of XpresSpa Equity Holders Will Change as a Result of the Merger

Due to differences between the governing documents of FORM and XpresSpa, XpresSpa equity holders receiving FORM common stock and preferred stock in connection with the Merger will have different rights once they become FORM stockholders. The material differences are described in detail under the section entitled “Comparison of Rights of FORM Stockholders and XpresSpa Equity Holders” beginning on page 163 .

Private Placements

On August 8, 2016, in connection with the entry into the Merger Agreement, FORM and XpresSpa entered into subscription agreements (the “ Private Placements ”).

FORM entered into a subscription agreement to sell 750,574 shares of its common stock to Mistral, at a purchase price of $2.31 per share, for an aggregate purchase price of $1,733,826. For a more complete discussion of the Private Placements and XpresSpa’s intent to offer this purchase opportunity to each of its equity holders, see the section entitled “The Merger — Private Placements” beginning on page 61 .

Additionally, FORM entered into a subscription agreement to purchase from XpresSpa an aggregate of 1,733,826 Series C Preferred Units of XpresSpa, at a per unit purchase price of $1.00 per unit, for an aggregate purchase price of $1,733,826. For a more complete discussion of the Private Placements, see the section entitled “The Merger — Private Placements” beginning on page 61 .

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Escrow Agreement

In connection with the closing of the Merger, FORM has agreed to deposit shares of FORM preferred stock with an aggregate initial liquidation preference equal to $11,050,000 with American Stock Transfer & Trust Company, LLC, as escrow agent (the “ Escrow Agent ”) for a period of 18 months, or such other term related to specific escrows, to be invested, held and disbursed in accordance with the terms of the Escrow Agreement to serve as security to FORM for XpresSpa’s representations, warranties, covenants and agreements set forth in the Merger Agreement (the “ Indemnity Escrow Amount ”). In addition, FORM has agreed to deposit shares of FORM preferred stock with an aggregate initial liquidation preference equal to $3,500,000 with the Escrow Agent for a period of 18 months, or such other term related to specific escrows, to be invested, held and disbursed in accordance with the terms of the Escrow Agreement to serve as security to FORM in connection with certain consents (the “ Consent Escrow Amount ” and collectively with the Indemnity Escrow Amount, the “ Escrow Amount ”). For a more complete discussion of the Escrow Agreement, see the section entitled “The Merger — Escrow Agreement” beginning on page 61 .

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Record Date .  The FORM board of directors has fixed the close of business on October 18, 2016 as the record date for determining the FORM stockholders entitled to notice of and to vote at the FORM annual meeting and any adjournment or postponement thereof.

Required Vote .  Approval of the FORM Merger Proposal, the Rights Agreement Proposal, 2012 Equity Incentive Plan Amendment, the Ratification of the Appointment of FORM’s Independent Registered Public Accounting Firm Proposal and the Compensation Proposal require the affirmative vote of the holders of a majority of the shares of FORM common stock present and entitled to vote on the matter either in person or by proxy at the FORM annual meeting. The election of the director nominees set forth in the Election of Directors Proposal requires the affirmative vote of a plurality of the voting power of the shares present or represented by proxy at the FORM annual meeting and entitled to vote on the election of directors. The Certificate Amendment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of FORM’s common stock entitled to vote on the matter either in person or by proxy at the annual meeting. Approval of the adjournment of the FORM annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of FORM Proposals Nos. 1 – 7 requires the affirmative vote of the holders of a majority of the shares of FORM common stock present and entitled to vote on the matter either in person or by proxy at the FORM annual meeting. As of the close of business on the record date for the FORM annual meeting, there were 15,799,881 shares of FORM common stock outstanding and entitled to vote.

For additional information about the FORM annual meeting, see the section entitled “The Annual Meeting of FORM Stockholders” beginning on page 77 .

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SUMMARY HISTORICAL FINANCIAL DATA OF FORM
(In thousands, except per share data)

The following table sets forth FORM summary historical financial data as of the dates and for each of the periods indicated. The financial data for the years ended December 31, 2015 and 2014, and as of December 31, 2015 and 2014 is derived from FORM’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. The financial data for the six-month periods ended June 30, 2016 and 2015 and as of June 30, 2016 is derived from FORM’s unaudited financial statements, which are included elsewhere in this proxy statement/prospectus.

You should read the summary historical financial data below together with FORM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and with the financial statements and notes thereto for the year ended December 31, 2015 and for the six-months ended June 30, 2016, each of which are included elsewhere in this proxy statement/prospectus.

FORM Holdings Corp. Consolidated and Condensed Balance Sheet Data:

		At June 30, 2016				At December 31,
						2015				2014
Cash and cash equivalents		$	27,449			$	24,951			$	16,023
Total assets		$	37,747			$	50,532			$	37,435
Total liabilities		$	8,035			$	10,016			$	6,255
Total stockholders’ equity		$	29,712			$	40,516			$	31,180

FORM Holdings Corp. Consolidated and Condensed Statements of Operations Data:

		Six Months Ended June 30,								Year Ended December 31,
		2016				2015				2015				2014
Revenue		$	13,406			$	150			$	22,687			$	1,425
Cost of goods sold			3,306				—				800				—
Operating legal costs			4,963				8,565				18,553				25,368
Amortization and impairment of intangibles			13,201				1,617				3,295				5,123
General and administrative			6,257				5,296				10,383				16,373
Goodwill impairment			—				—				—				65,757
Total operating expenses			27,727				15,478				33,031				112,621
Operating loss from continuing operations			(14,321	)			(15,328	)			(10,344	)			(111,196	)
Gain on revaluation of warrants and conversion feature			369				695				2,544				2,201
Interest expense			(748	)			(465	)			(2,594	)			—
Extinguishment of debt			(210	)			(210	)			(1,373	)			—
Issuance of warrants			—				—				—				(65	)
Non-operating income (expense), net			148				(177	)			(357	)			(162	)
Loss from continuing operations before income taxes			(14,762	)			(15,485	)			(12,124	)			(109,222	)
Income tax benefit (expense)			—				—				866				—
Loss from continuing operations			(14,762	)			(15,485	)			(11,258	)			(109,222	)
Loss from discontinued operations			—				—				—				(455	)
Net loss			(14,762	)			(15,485	)			(11,258	)			(109,677	)
Net loss per share		$	(1.01	)		$	(1.65	)		$	(1.09	)		$	(12.24	)
Diluted net loss per share		$	(1.01	)		$	(1.65	)		$	(1.09	)		$	(12.36	)

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SUMMARY HISTORICAL FINANCIAL DATA OF XPRESSPA
(In thousands, except share and per share data)

The following table sets forth XpresSpa summary historical financial data as of December 31, 2015 and 2014, which financial data is derived from XpresSpa’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. The financial data for the six-month periods ended June 30, 2016 and 2015 and as of June 30, 2016 is derived from XpresSpa’s unaudited financial statements, which are included elsewhere in this proxy statement/prospectus.

You should read the summary historical financial data below together with XpresSpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and with the financial statements and notes thereto as of and for the period ended December 31, 2015 and for the six months ended June 30, 2016, each of which are included elsewhere in this proxy statement/prospectus.

XpresSpa Holdings, LLC Consolidated and Condensed Balance Sheet Data:

		At June 30, 2016				At December 31,
						2015				2014
Cash and cash equivalents		$	2,480			$	4,177			$	2,192
Total assets		$	22,566			$	24,538			$	22,258
Total liabilities		$	11,560			$	10,871			$	10,285
Total stockholders’ equity		$	11,006			$	13,666			$	11,974

XpresSpa Holdings, LLC Consolidated and Condensed Statements of Operations Data:

		Six Months Ended June 30,								Year Ended December 31,
		2016				2015				2015				2014
Revenue		$	20,471			$	19,049			$	38,843			$	37,347
Cost of revenue			14,835				13,459				27,670				25,558
Gross profit			5,636				5,590				11,173				11,789
Amortization of intangibles			255				216				552				215
General and administrative			8,540				8,887				17,900				15,454
Operating loss			(3,159	)			(3,513	)			(7,279	)			(3,880	)
Loss on disposal of property and equipment			71				—				(122	)			(768	)
Loss on loan termination			—				(69	)			—				—
Finance income (expense), net			—				(10	)			(32	)			(50	)
Interest expense			(473	)			(207	)			(635	)			(190	)
Loss before income taxes			(3,703	)			(3,799	)			(8,068	)			(4,888	)
Income tax benefit (expense)			(17	)			(75	)			(7	)			(18	)
Net loss			(3,720	)			(3,874	)			(8,075	)			(4,906	)
Net loss (income) attributable to noncontrolling interests			37				(54	)			17				(109	)
Net loss attributable to XpresSpa Holdings, LLC and subsidiaires		$	(3,683	)		$	(3,928	)		$	(8,058	)		$	(5,015	)

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SUMMARY UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED FINANCIAL DATA

The following summary unaudited pro forma combined financial data is intended to show how the Merger might have affected historical financial statements if the Merger had been completed on June 30, 2016, for the purposes of the balance sheets and shows the statements of operations for the six-month period ended June 30, 2016 and the year-ended December 31, 2015, and was prepared based on the historical financial statements and results of operations reported by FORM and XpresSpa. The following should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Financial Statements” beginning on page 157 and the audited historical financial statements of FORM and XpresSpa and the notes thereto beginning on pages F- 1 and F- 63 , respectively, the sections entitled “FORM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 106 and “XpresSpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 130 , and the other information contained in this proxy statement/prospectus.

Accounting Treatment of the Merger

The Merger will be accounted for using the acquisition method of accounting in accordance with ASC 805. GAAP requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. FORM will be treated as the acquiring entity for accounting purposes. In identifying FORM as the acquiring entity, the companies took into account the composition of FORM’s Board of Directors, the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer, as well as the fact that FORM’s existing stockholders will own approximately 67% of FORM after completion of the Merger on a fully diluted basis.

Pro Forma Consolidated and Condensed Balance Sheet Data:

		At June 30, 2016
Cash and cash equivalents		$	28,195
Total assets		$	90,472
Total liabilities		$	21,345
Total stockholders’ equity		$	69,127

Pro Forma Consolidated and Condensed Statements of Operations Data:

		Six Months Ended June 30, 2016				Year Ended December 31, 2015
Revenue		$	33,877			$	61,530
Operating expenses			(52,511	)			(81,396	)
Operating loss			(18,634	)			(19,866	)
Non-operating income, net			307				782
Interest expense			(1,221	)			(3,230	)
Loss before income taxes			(19,548	)			(22,314	)
Income tax benefit (expense)			(17	)			859
Net loss			(19,565	)			(21,455	)
Net loss (income) attributable to noncontrolling interests			37				118
Net loss attributable to the company		$	(19,528	)		$	(21,337	)
Net loss per share		$	(1.10	)		$	(1.58	)
Diluted net loss per share		$	(1.10	)		$	(1.58	)

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MARKET PRICE DATA AND DIVIDEND INFORMATION

Market Price

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share of FORM common stock, which trades on The NASDAQ Capital Market under the symbol “FH,” with prices prior to November 27, 2015 adjusted to account for the 1-for-10 reverse stock split, which occurred on that date. There was no change in the nominal par value per share of $0.01. FORM’s fiscal year ends on December 31 ^st .

		FORM Common Stock
		High				Low
Fiscal Year 2015
First Quarter		$	9.80			$	4.60
Second Quarter		$	7.70			$	5.50
Third Quarter		$	7.40			$	3.90
Fourth Quarter		$	6.00			$	2.00
Fiscal Year 2016
First Quarter		$	2.80			$	1.18
Second Quarter		$	2.47			$	1.48
Third Quarter		$	2.90			$	1.79
Fourth Quarter (through October 18, 2016)		$	4.05			$	1.94

The closing price as of October 18, 2016 was $3.24.

XpresSpa is a private limited liability company and its units are not publicly traded.

Record Holders

As of October 18, 2016, FORM had 33 stockholders of record.

Dividends

FORM has not declared or paid any cash dividend on its capital stock during the two most recent fiscal years. Any determination to pay dividends to holders of FORM common stock in the future will be at the discretion of the FORM board of directors and will depend upon many factors, including FORM’s financial condition, results of operations, capital requirements and any other factors that the FORM board of directors considers appropriate. In connection with the Merger the holders of FORM preferred stock issued to XpresSpa equity holders will be entitled to dividends at the rate of 9% per annum, payable in cash or an increase in the liquidation preference of the preferred stock, at FORM’s election.

On August 8, 2016, the trading day of the announcement of the Merger, the last reported sale price of FORM’s common stock was $2.10 for an aggregate market value of FORM’s common stock of $31.5 million. On October 18, 2016, a recent practicable date before the printing of this proxy statement/prospectus, the last reported sale price of FORM’s common stock was $3.24, for an aggregate market value of FORM’s common stock of approximately $51 million. Assuming the issuance on such date of an aggregate of 2,500,000 shares of FORM common stock, an aggregate of 494,792 shares of FORM preferred stock, initially convertible into 3,958,336 shares of FORM common stock, an aggregate of 2,500,000 of FORM warrants to purchase an aggregate of 2,500,000 shares of FORM common stock if the Merger was completed on such date, the market value attributable to the shares of FORM common stock to be issued to XpresSpa’s equity holders in the aggregate, or approximately 33.1% of the outstanding shares of FORM calculated on a fully diluted basis, would equal $29 million.

Because the market price of FORM common stock is subject to fluctuation, the market value of the shares of FORM common stock that XpresSpa equity holders will receive in the Merger may increase or decrease. The foregoing information reflects only historical information.

It is expected that following the completion of the Merger and successful approval from The NASDAQ Capital Market for inclusion of the additional shares of FORM common stock on The NASDAQ Capital Market, the common stock of FORM, including the shares of FORM common stock issued to XpresSpa equity holders in connection with the Merger, will continue to be listed on The NASDAQ Capital Market.

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You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of documents referred to in this proxy statement/prospectus, as of the date of those documents. FORM disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as required by law.

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Failure to complete the Merger or delays in completing the Merger could negatively impact FORM’s business, financial condition, or results of operations or FORM’s stock price.

The completion of the Merger is subject to a number of conditions and there can be no assurance that the conditions to the completion of the Merger will be satisfied at all or satisfied in a timely manner. If the Merger is not completed or delayed, FORM will be subject to several risks, including:

If the Merger is not completed, these risks may materialize and materially and adversely affect FORM’s business, financial condition, results of operations, and FORM’s stock price.

Any delay in completing the Merger may substantially reduce the benefits that FORM expects to obtain from the Merger.

In addition to obtaining the approval of the stockholders of FORM for the consummation of the Merger, the Merger is subject to a number of other conditions beyond the control of FORM that may prevent, delay, or otherwise materially adversely affect its completion. FORM cannot predict whether or when the conditions required to complete the Merger will be satisfied. The requirements for satisfying the closing conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger may materially adversely affect the benefits that FORM expects to achieve if the Merger and the integration of the companies’ respective businesses are completed within the expected timeframe.

Some of the directors and executive officers of FORM have interests in the Merger that are different from, or in addition to, those of the other FORM stockholders.

When considering the recommendation by the FORM board of directors that the FORM stockholders vote “for” the FORM Merger Proposal, FORM’s stockholders should be aware that certain of the directors and executive officers of FORM have arrangements that provide them with interests in the Merger that are different from, or in addition to, those of the stockholders of FORM.

For instance, in connection with the Merger, (i) each of Andrew D. Perlman, John Engelman, Donald E. Stout, Salvatore Giardina, Bruce T. Bernstein and Richard K. Abbe, each a current director of the FORM board of directors, will continue to serve as a director of FORM following the completion of the Merger, (ii) Andrew D. Perlman, Anastasia Nyrkovskaya and Clifford Weinstein, currently executive officers of FORM, will remain executive officers of FORM following the completion of the Merger and (iii) the equity and debt holdings of Rockmore, an investment entity controlled by FORM’s board member Bruce T. Bernstein, in XpresSpa. Rockmore currently owns equity securities of XpresSpa that are expected to receive approximately 9.5% of the merger consideration and, following completion of the Merger, Rockmore will still be the holder of the Senior Secured Note, and will hold approximately 4.7% of the outstanding common stock of FORM on

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a fully diluted basis (in each case, based on the assumptions used in the section entitled “Security Ownership of Certain Beneficial Owners and Management of FORM Following the Merger” beginning on page 152 ). Pursuant to the terms of the Senior Secured Note, XpresSpa may not merge into or consolidate with any other person or entity or permit any other person or entity to merge into or consolidate with XpresSpa without the consent of Rockmore. Rockmore has provided its consent to the Merger.

In addition, the directors and executive officers of FORM also have certain rights to indemnification and to directors’ and officers’ liability insurance that will be provided by FORM following the completion of the Merger. See the sections entitled “The Merger — Interests of FORM Directors and Executive Officers in the Merger” beginning on page 58 .

The FORM board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that FORM stockholders approve the FORM Merger Proposal.

XpresSpa can terminate the Merger Agreement for any reason or no reason upon payment of a termination fee and FORM will have no recourse against XpresSpa.

Pursuant to the Merger Agreement, XpresSpa can terminate the Merger Agreement, at any time, for any reason or no reason, upon payment to FORM of a termination fee equal to $750,000, plus an amount in cash equal to FORM’s reasonable out-of-pocket fees and expenses incurred in connection with the Merger, in an amount not to exceed $500,000. FORM will have no recourse against XpresSpa other than receiving such termination fee and would not realize any of the anticipated benefits of having completed the Merger.

Litigation has been instituted challenging the Merger and adverse judgments in this lawsuit (and any other lawsuits that may be instituted challenging the Merger) may prevent the Merger from becoming effective within the expected timeframe or at all.

As referenced below, Bruce Bernstein, a member of the FORM board of directors, and XpresSpa have been named as defendants in a lawsuit challenging the Merger. If the plaintiffs in this case, or in any other cases challenging the Merger are successful, they may prevent the parties from completing the Merger in the expected timeframe, if at all.

Even if the plaintiffs in the pending action or any potential actions are not successful, the costs of defending against such claims could adversely affect the financial condition of FORM or XpresSpa and the consummation of the Merger could be delayed or the Merger Agreement could be terminated.

In August 2016, Amiral Holdings SAS (“Amiral”), the operator of BeRelax spas, filed a complaint for breach of contract against XpresSpa related to a potential strategic transaction between Amiral and XpresSpa. Amiral Holdings SAS v. XpresSpa Holdings LLC et al., Supreme Court of the State of New York, County of New York (Index No. 654051/2016). Among other things, Amiral seeks specific performance related to the contract; an injunction prohibiting the defendants from entering into or consummating a competing transaction; and a declaration with respect to Amiral’s right of first refusal and certain related matters. On October 4, 2016, Amiral filed an amended complaint and motion for a preliminary injunction. On October 14, 2016, XpresSpa filed its response to Amiral’s motion, and on October 20, 2016, Amiral filed a reply brief. A hearing on the preliminary injunction has been scheduled for December 5, 2016, although this date is subject to change by the court. If Amiral is successful in this lawsuit or its motion for a preliminary injunction, pending appeal, the completion of the Merger could be delayed or not occur at all. In addition, should Amiral’s motion for a preliminary injunction be granted after the closing of the Merger, the Court could force the Merger to become undone or award damages to Amiral, in which case FORM may not be indemnified by XpresSpa’s equity holders for losses incurred. There is no guarantee that XpresSpa will prevail in this (or any litigation) and the combined company’s business, financial condition or results of operations may be materially harmed as a result of such litigation, in addition to diverting management’s attention away from operations to attend to the litigation.

FORM may not realize the potential value and benefits created by the Merger.

The success of the Merger will depend, in part, on FORM’s ability to realize the expected potential value and benefits created from integrating FORM’s existing businesses with XpresSpa’s business, which includes

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the maximization of the economic benefits of FORM’s strategic vision after completion of the Merger and plans, cash balances (which, in the case of XpresSpa, would be used for the build-out of new airport locations), financial reporting and analysis functions and legal expertise. The integration process may be complex, costly, and time-consuming. The difficulties of integrating the operations of XpresSpa’s business could include, among others:

FORM may not accomplish the integration of XpresSpa’s business smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management from FORM’s current operations to the integration effort and any difficulties encountered in combining businesses could prevent FORM from realizing the full expected potential value and benefits to result from the Merger and could adversely affect its business. In addition, the integration efforts could divert the focus and resources of the management of FORM and XpresSpa from other strategic opportunities and operational matters during the integration process.

FORM will be dependent on certain key personnel, and the loss of these key personnel could have a material adverse effect on FORM’s business, financial conditions and results of operations.

The success and future prospects of FORM largely depend on the skills, experience and efforts of key personnel of FORM and XpresSpa, including Andrew D. Perlman, FORM’s current Chief Executive Officer and a Director, and Edward Jankowski, XpresSpa’s Chief Executive Officer. The loss of Mr. Perlman or Mr. Jankowski or other executives of FORM and XpresSpa, or FORM’s failure to retain other key personnel, would jeopardize FORM’s ability to execute its strategic plan and materially harm its business.

Ownership of FORM’s common stock may be highly concentrated, and it may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause FORM’s stock price to decline.

Upon completion of the Merger, FORM’s and XpresSpa’s executive officers and directors continuing with FORM are expected to beneficially own or control approximately 37.8% of FORM (see the sections entitled “FORM Security Ownership of Certain Beneficial Owners and Management” beginning on page 148 , “XpresSpa Security Ownership of Certain Beneficial Owners and Management” beginning on page 150 and “Security Ownership of Certain Beneficial Owners and Management of FORM Following the Merger” beginning on page 152 for more information on the estimated ownership of FORM following the Merger). Accordingly, these executive officers and directors, acting individually or as a group, will have substantial influence over the outcome of a corporate action of FORM requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of FORM’s assets or any other significant corporate transaction. These stockholders may also exert influence in delaying or preventing a change in control of FORM, even if such change in control would benefit the other stockholders of FORM. In addition, the significant concentration of stock ownership may adversely affect the market value of FORM’s common stock due to investors’ perception that conflicts of interest may exist or arise.

The success of FORM will depend in part on relationships with third parties, which relationships may be affected by third-party preferences or public attitudes about the Merger. Any adverse changes in these relationships could adversely affect FORM’s business, financial condition, or results of operations.

FORM’s success after the Merger will be dependent on its ability to maintain and renew the business relationships of both FORM and XpresSpa and to establish new business relationships. There can be no assurance that the management of FORM will be able to maintain such business relationships, or enter into or maintain new business contracts and other business relationships, on acceptable terms, if at all. The failure to

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maintain important business relationships could have a material adverse effect on the business, financial condition, or results of operations of FORM.

The future results of FORM may be materially different from those shown in the unaudited pro forma consolidated and condensed financial statements presented in this proxy statement/prospectus, which show only a combination of the historical results of FORM and XpresSpa prepared by FORM and XpresSpa in connection with discussions concerning the Merger. FORM expects to incur significant costs associated with the completion of the Merger and integrating the operations of the two companies. The exact magnitude of these costs is not yet known.

FORM’s business and financial condition could be constrained by XpresSpa’s outstanding debt.

XpresSpa is obligated under the Senior Secured Note payable to Rockmore, which has an outstanding balance of approximately $6,500,000, with a maturity date of May 1, 2018, with an additional one-year extension if both FORM and Rockmore consent to such extension. The Senior Secured Note accrues interest of 9.24% per annum, payable monthly, plus an additional 2.0% per annum. XpresSpa has granted Rockmore a security interest in all of its tangible and intangible personal property to secure its obligations under the Senior Secured Note. After the completion of the Merger the debt will remain outstanding as an obligation of XpresSpa, but will be guaranteed by FORM.

The price of FORM common stock after the Merger is completed may be affected by factors different from those currently affecting the shares of FORM.

The business of FORM differs from the business of XpresSpa and, accordingly, the results of operations of FORM and the trading price of FORM common stock following the completion of the Merger may be significantly affected by factors different from those currently affecting the independent results of operations of FORM because after the Merger FORM will be conducting activities not undertaken by FORM prior to the completion of the Merger. For a discussion of the businesses of FORM and XpresSpa and of certain factors to consider in connection with those businesses, see the sections entitled “FORM’s Business,” “FORM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “XpresSpa’s Business,” “XpresSpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements of FORM and XpresSpa, including the notes thereto, which are included elsewhere in this proxy statement/prospectus, and the other information contained in this proxy statement/prospectus.

Material weaknesses may exist when FORM reports on the effectiveness of its internal controls over financial reporting for purposes of its reporting requirements after the Merger.

Prior to the Merger, XpresSpa, as a private company, was not subject to Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”). Therefore, XpresSpa’s management and independent registered public accounting firm did not perform an evaluation of XpresSpa’s internal controls over financial reporting as of December 31, 2015 in accordance with the provisions of Sarbanes-Oxley. Following the completion of the Merger within the expected timeframe, FORM will be required to provide management’s report on internal control over financial reporting in its Annual Report on Form 10-K for the year ending December 31, 2016, as required by Section 404 of Sarbanes-Oxley. FORM has not yet assessed the effectiveness of the internal controls for XpresSpa and material weaknesses may exist.

FORM does not expect to pay cash dividends on its common stock.

FORM anticipates that it will retain its earnings, if any, for future growth and therefore does not anticipate paying cash dividends on its common stock in the future. Investors seeking cash dividends should not invest in FORM’s common stock for that purpose. However, from and after the date of the issuance of any shares of the FORM preferred stock, dividends at the rate per annum of $4.32 per share (which represents 9% per annum) will accrue on such shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the FORM preferred stock).

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Anti-takeover provisions in FORM’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of FORM difficult.

FORM’s certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of FORM’s common stock.

Because the lack of a public market for XpresSpa’s units makes it difficult to evaluate the fairness of the Merger, XpresSpa’s equity holders may receive consideration in the Merger that is greater than or less than the fair market value of XpresSpa’s units.

The outstanding equity of XpresSpa is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of XpresSpa. Since the amount of FORM common stock, preferred stock and warrants to be issued to XpresSpa’s equity holders was determined based on negotiations between the parties, it is possible that the value of the FORM common stock, preferred stock and warrants to be issued in connection with the Merger will be greater than the fair market value of XpresSpa. Alternatively, it is possible that the value of the shares of FORM common stock, preferred stock and warrants to be issued in connection with the Merger will be less than the fair market value of XpresSpa.

If any of the events described in “Risks Related to FORM’s Business” or “Risks Related to XpresSpa’s Business” occur, those events could cause the potential benefits of the Merger not to be realized.

Following the completion of the Merger, current FORM executive officers and certain XpresSpa executive officers and certain XpresSpa and FORM directors will direct the business and operations of FORM. Additionally, XpresSpa’s business is expected to be an important part of the business of FORM following the Merger. As a result, the risks described below in the section entitled “Risks Related to XpresSpa’s Business” beginning on page 39 are among the significant risks to FORM if the Merger is completed. To the extent any of the events described below in either the section entitled “Risks Related to FORM’s Business” or “Risks Related to XpresSpa’s Business” occur, those events could cause the potential benefits of the Merger not to be realized and the market price of FORM’s common stock to decline.

Risks Related to FORM’s Business

FORM is currently, and after the completion of the Merger will continue to be, subject to the risks described below.

FORM may not be able to consummate the Merger with XpresSpa.

The consummation of the Merger with XpresSpa is subject to stockholders approval and other closing conditions. FORM has expended significant effort and management attention on the proposed transaction. There is no assurance that the Merger will be consummated. For example, FORM’s stockholders may not approve the Merger. If the Merger is not consummated for any reason, FORM’s business and operations, as well as the market price of its stock may be adversely affected.

The exercise of a substantial number of warrants or options by FORM’s security holders may have an adverse effect on the market price of FORM common stock.

Should FORM’s currently outstanding warrants be exercised, there will be 1,006,679 additional shares of common stock eligible for trading in the public market. In addition, FORM currently has options outstanding to purchase 1,492,434 shares of common stock, granted as of October 18, 2016, to FORM’s management, employees, directors and consultants. In March 2016, the FORM board of directors approved participation of all outstanding options in future dividends, as well as acceleration of vesting of all outstanding options, if certain market conditions are met. Therefore, the sale, or even the possibility of sale, of the shares of common stock underlying the warrants and options could have an adverse effect on the market price for FORM’s securities or on FORM’s ability to obtain future financing. As of June 30, 2016, the weighted average exercise price of all currently outstanding warrants and options was $9.18 per share and $16.51 per share, respectively.

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Future sales of FORM’s shares of common stock by its stockholders could cause the market price of FORM common stock to drop significantly, even if FORM’s business is performing well.

As of June 30, 2016, FORM had 15,011,498 shares of common stock issued and outstanding, excluding shares of common stock issuable upon exercise of warrants or options. As of October 18, 2016, FORM had 15,799,881 shares of common stock issued and outstanding excluding shares of common stock issuable upon exercise of warrants or options, including the 750,574 shares sold in the private placement described herein, completed on August 8, 2016, but not yet allocated to investors. As shares saleable under Rule 144 are sold the market price of FORM common stock could drop significantly, if the holders of shares that are not registered sell them, or are perceived by the market as intending to sell them. This decline in FORM’s stock price could occur even if FORM’s business is otherwise performing well.

Group Mobile’s and FLI Charge’s businesses depend upon their ability to keep pace with the latest technological changes and their failure to do so could make Group Mobile and FLI Charge less competitive in their respective industries.

The market for Group Mobile’s and FLI Charge’s products and services is characterized by rapid change and technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. Products using new technologies or emerging industry standards could make Group Mobile’s and FLI Charge’s products and services less attractive. Furthermore, Group Mobile’s and FLI Charge’s competitors may have access to technology not available to Group Mobile and FLI Charge, which may enable them to produce products of greater interest to consumers or at a more competitive cost. Failure to respond in a timely and cost-effective way to these technological developments may result in serious harm to Group Mobile’s and FLI Charge’s businesses and operating results. As a result, Group Mobile’s and FLI Charge’s success will depend, in part, on their ability to develop and market product and service offerings that respond in a timely manner to the technological advances available to Group Mobile’s and FLI Charge’s customers, evolving industry standards and changing preferences.

FORM may not be able to successfully monetize the patents it acquired from Nokia, nor any of the other patent acquisitions, thus it may fail to realize all of the anticipated benefits of such acquisition.

There is no assurance that FORM will be able to successfully monetize the patent portfolio that it acquired from Nokia, nor any other patent acquisitions. The patents it acquired from Nokia could fail to produce anticipated benefits, or could have other adverse effects that it currently does not foresee. Failure to successfully monetize these patent assets may have a material adverse effect on its business, financial condition and results of operations.

In addition, the acquisition of a patent portfolio is subject to a number of risks, including, but not limited to the following:

Therefore, there is no assurance that FORM will be able to monetize an acquired patent portfolio and recoup its investment.

The mobile and/or rugged computing industry is characterized by rapid technological change, and the success of Group Mobile depends upon the frequent enhancement of existing products and services and timely introduction of new products and services that meet Group Mobile’s customers’ needs.

Customer requirements for mobile computing products and services are rapidly evolving and technological changes in the industry occur rapidly. To keep up with new customer requirements and distinguish Group Mobile from its competitors in the business of reselling rugged devices, Group Mobile must

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frequently introduce new products and services and enhancements of existing products and services. Enhancing existing products and services and developing new products and services is a complex and uncertain process. Furthermore, Group Mobile may not be able to launch new or improved products or services before its competition launches comparable products or services. Any of these factors could cause its business or results of operations to suffer.

If FLI Charge successfully commercially launches a product, and its product does not achieve widespread market acceptance, it will not be able to generate the revenue necessary to support its business.

Achieving acceptance of a wire-free recharging system as a preferred method to recharge fixed and mobile electronic devices will be crucial to FLI Charge’s continued success. Consumers and commercial customers will not begin to use or increase the use of its product unless they agree that the convenience of its solution would be worth the additional expense of purchasing the FLI Charge system. FLI Charge has no history of marketing any product and it and its commercialization partners may fail to generate significant interest in the initial commercial products or any other product it or its partners may develop. These and other factors, including the following factors, may affect the rate and level of the market acceptance:

If FLI Charge is unable to achieve or maintain market acceptance, its business would be significantly harmed.

The consumer electronics and mobile computing industries are subject to intense competition and rapid technological change, which may result in products or new solutions that are superior to FLI Charge’s technology under development or other future products it may bring to market from time to time. If FLI Charge is unable to anticipate or keep pace with changes in the marketplace and the direction of technological innovation and customer demands, its products may become less useful or obsolete and its operating results will suffer.

The consumer electronics and mobile computing industries in general and the power, recharging and alternative recharging segments of that industry in particular are subject to intense and increasing competition and rapidly evolving technologies. Because FLI Charge’s products are expected to have long development cycles, it must anticipate changes in the marketplace and the direction of technological innovation and customer demands. To compete successfully, it will need to demonstrate the advantages of its products and technologies over well-established alternative solutions, products and technologies, as well as newer methods of power delivery and convince consumers and enterprises of the advantages of its products and technologies.

Group Mobile depends on a small number of OEMs to supply the products and services that it sells and the loss of, or a material change in, a business relationship with a major OEM supplier, could adversely affect its operations, cash flow, and financial position.

Group Mobile’s future success is highly dependent on its relationships with a small number of OEM suppliers. Group Mobile’s primary suppliers include Synnex Corporation, Ingram Micro Inc., Xplore Technologies Corporation and Flextronics International Ltd., which combined represent approximately 80% of Group Mobile’s inventory purchases. OEM supplier agreements typically are short-term and may be terminated without cause upon short notice. The loss or deterioration of Group Mobile’s relationship with any of its major OEM suppliers, the authorization by OEM suppliers of additional distributors, the sale of products by OEM suppliers directly to its reseller and retail customers and end-users, or its failure to establish relationships with new OEM suppliers or to expand the distribution and supply chain services that it provides

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OEM suppliers could adversely affect Group Mobile’s operations, cash flows, and financial position. In addition, OEM suppliers may face liquidity or solvency issues that in turn could negatively affect its operations, cash flows, and financial position.

Group Mobile and FLI Charge could become subject to product liability claims, product recalls, and warranty claims that could be expensive, divert management’s attention and harm its business.

The nature of Group Mobile’s and FLI Charge’s businesses exposes them to potential liability risks that are inherent in the marketing and sale of products used by consumers. Group Mobile or FLI Charge may be held liable if their technology under development now or in the future causes injury or death or is found otherwise unsuitable during usage. Group Mobile’s and FLI Charge’s technology incorporates sophisticated components and computer software. Complex software can contain errors, particularly when first introduced. In addition, new products or enhancements may contain undetected errors or performance problems that, despite testing, are discovered only after installation.

In addition, if a product sold by Group Mobile or FLI Charge is defective, whether due to design or manufacturing defects, improper use of the product or other reasons, it or its strategic partners may be required to notify regulatory authorities and/or to recall the product. A required notification to a regulatory authority or recall could result in an investigation by regulatory authorities of its products, which could in turn result in required recalls, restrictions on the sale of the products or other penalties. The adverse publicity resulting from any of these actions could adversely affect the perception of its customers and potential customers. These investigations or recalls, especially if accompanied by unfavorable publicity, could result in substantial costs, loss of revenue and damage to its reputation, each of which would harm its business.

FLI Charge intends to pursue licensing of its wire-free charging technology as a means of commercialization but it may not be able to secure advantageous license agreements.

FLI Charge is pursuing the licensing of its wire-free technology as a means of commercialization. There can be no assurance that it will be able to achieve partnerships and reach licensing arrangements. Furthermore, the timing and volume of revenue earned from license agreements will be outside of its control.

Technology and intellectual property company stock prices are especially volatile, and this volatility may depress the price of FORM’s common stock.

The stock market has experienced significant price and volume fluctuations, and the market prices of technology companies have been highly volatile. FORM believes that various factors may cause the market price of its common stock to fluctuate, perhaps substantially, including, among others, the following:

The market prices of the securities of technology companies have been highly volatile and are likely to remain highly volatile in the future. The stock market as a whole also has experienced extreme price and volume fluctuations that have affected the market price of many technology companies in ways that may have been unrelated to these companies’ operating performance. Furthermore, FORM believes that fluctuations in its stock price can also be impacted by court rulings and/or other developments in its patent licensing and

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enforcement actions and its stock price may reflect certain future growth and profitability expectations. If FORM fails to meet these expectations then its stock price may significantly decline, which could have an adverse impact on investor confidence.

Anti-takeover provisions of Delaware law, provisions in FORM’s charter and bylaws and its stockholder rights plan could delay, discourage or make more difficult a third-party acquisition of control of FORM.

FORM is a Delaware corporation and, as such, certain provisions of Delaware law could delay, discourage or make more difficult a third-party acquisition of control of FORM, even if the change in control would be beneficial to stockholders or the stockholders regard it as such. FORM is subject to the provisions of Section 203 of the DGCL, which prohibits certain “business combination” transactions (as defined in Section 203) with an “interested stockholder” (defined in Section 203 as a 15% or greater stockholder) for a period of three years after a stockholder becomes an “interested stockholder,” unless the attaining of “interested stockholder” status or the transaction is pre-approved by FORM’s Board of Directors, the transaction results in the attainment of at least an 85% ownership level by an acquirer or the transaction is later approved by FORM’s Board of Directors and by its stockholders by at least a 66 2/3 percent vote of its stockholders other than the “interested stockholder,” each as specifically provided in Section 203. FORM has also adopted a shareholder rights plan in the form of the Rights Agreement, designed to help protect and preserve its substantial tax attributes primarily associated with its NOLs and research tax credits under Sections 382 and 383 of the Internal Revenue Code and related U.S. Treasury regulations. Although this is not the purpose of the Rights Agreement, it could have the effect of making it uneconomical for a third party to acquire FORM on a hostile basis.

These provisions of the DGCL, FORM’s certificate of incorporation and bylaws, and the Rights Agreement may delay, discourage or make more difficult certain types of transactions in which FORM’s stockholders might otherwise receive a premium for their shares over the current market price, and might limit the ability of its stockholders to approve transactions that they think may be in their best interest.

Future acquisitions or business opportunities could involve unknown risks that could harm FORM’s business and adversely affect its financial condition and results of operations.

FORM strives to be a diversified holding company that owns interests in a number of different businesses. FORM has in the past, and may in the future, acquire businesses or make investments, directly or indirectly through its subsidiaries, that involve unknown risks, some of which will be particular to the industry in which the investment or acquisition targets operate, including risks in industries with which FORM is not familiar or experienced. Although FORM intends to conduct appropriate business, financial and legal due diligence in connection with the evaluation of future investment or acquisition opportunities, there can be no assurance FORM’s due diligence investigations will identify every matter that could have a material adverse effect on FORM. FORM may be unable to adequately address the financial, legal and operational risks raised by such investments or acquisitions, especially if it is unfamiliar with the relevant industry. The realization of any unknown risks could expose FORM to unanticipated costs and liabilities and prevent or limit it from realizing the projected benefits of the investments or acquisitions, which could adversely affect its financial condition and liquidity.

Future acquisitions and investments are possible, changing the components of FORM’s assets and liabilities, and, if unsuccessful, could reduce the value of its common stock.

Any future acquisitions may result in significant changes in the composition of FORM’s assets and liabilities. Consequently, FORM’s financial condition, results of operations and the trading price of its common stock may be affected by factors different from those currently affecting its financial condition, results of operations and trading price.

FORM may be unsuccessful in identifying suitable acquisition candidates, which may negatively impact its growth strategy.

There can be no assurance given that FORM will be able to implement its strategy and identify suitable acquisition candidates or consummate future acquisitions on acceptable terms. FORM’s failure to successfully

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identify suitable acquisition candidates or consummate future acquisitions on acceptable terms could have an adverse effect on its prospects, business activities, cash flow, financial condition, results of operations and stock price.

FORM’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2015, FORM had federal net operating loss carryforwards (“ NOL ”s) of $123.6 million which expire 20 years from the respective tax years to which they relate. FORM’s ability to utilize its NOLs may be limited under Section 382 of the Internal Revenue Code. The limitations apply if an ownership change, as defined by Section 382, occurs. Generally, an ownership change occurs when certain shareholders increase their aggregate ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). Additionally, U.S. tax laws limit the time during which these carryforwards may be utilized against future taxes. As a result, FORM may not be able to take full advantage of these carryforwards for federal and state tax purposes. Future changes in stock ownership may also trigger an ownership change and, consequently, a Section 382 limitation.

Risks Related to XpresSpa’s Business

XpresSpa is reliant on international and domestic airplane travel, and the time that airline passengers spend in U.S. airports post-security. A decrease in airline travel, a decrease in the desire of customers to buy spa services and products, or decreased time spent in airports would negatively impact XpresSpa’s revenues.

XpresSpa depends upon a large number of airplane travelers with the psychographic propensity for health and wellness, and in particular spa treatments and products, spending significant time post-Transportation Security Administration (“ TSA ”) security clearance check points.

If the number of airline travelers in the United States decreases, if the time that these travelers spend post-TSA security decreases, and/or if travelers ability or willingness to pay for XpresSpa’s products and services diminishes, this could have an adverse effect on XpresSpa’s growth, business activities, cashflow, financial condition and results of operations. Some reasons for these events could include:

XpresSpa’s operating results may fluctuate significantly due to certain factors, some of which are beyond its control.

XpresSpa’s operating results may fluctuate from period to period significantly because of several factors, including:

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XpresSpa’s operating results may fluctuate significantly as a result of the factors discussed above. Accordingly, results for any period are not necessarily indicative of results to be expected for any other period or for any year.

XpresSpa’s expansion into new airports may present increased risks due to its unfamiliarity with those areas.

XpresSpa’s growth strategy depends upon expanding into markets where it has little or no meaningful operating experience. Those locations may have demographic characteristics, consumer tastes and discretionary spending patterns that are different from those in the markets where its existing operations are located. As a result, new airport terminal operations may be less successful than its concession locations in its current airport terminals. XpresSpa may find it more difficult in new markets to hire, motivate and keep qualified employees who can project its vision, passion and culture. XpresSpa may also be unfamiliar with local laws, regulations and administrative procedures, including the procurement of spa services retail licenses, in new markets which could delay the build-out of new concession locations and prevent it from achieving its target revenues on a timely basis. Operations in new markets may also have lower average revenues or enplanements than in the markets where XpresSpa currently operates. Operations in new markets may also take longer to ramp up and reach expected sales and profit levels, and may never do so, thereby negatively affecting XpresSpa’s results of operations.

XpresSpa currently relies on a skilled, licensed labor force to provide spa services, and the supply of this labor force is finite. If XpresSpa cannot hire adequate staff for its locations, it will not be able to operate.

XpresSpa has approximately 686 employees in its locations across the United States. Excluding some dedicated retail staff, the majority of these employees are licensed by counties and states to perform spa services, and hold such licenses as masseuses, nail technicians, aestheticians, barbers and master barbers. The demand for these licensed technicians has been increasing in the United States as more consumers gravitate to health and wellness treatments such as spa services. XpresSpa competes not only with other airport-based spa companies but with spa companies outside of the airport for this skilled labor force. In addition, all staff hired by XpresSpa must pass the background checks and security clearances necessary to work in airport locations. If XpresSpa is unable to attract and retain qualified staff to work in its airport locations, its ability to operate will be impacted negatively.

XpresSpa’s labor force could unionize, putting upward pressure on labor costs.

Currently, one XpresSpa location has a labor force which is unionized. Major players in labor organization, and in particular “Unite Here!” which represents 33,000 employees in the airport concessions and airline catering industries, could target XpresSpa locations for its unionization efforts. In the event of the successful unionization of all of XpresSpa’s labor force, XpresSpa would likely incur additional costs in the form of higher wages, more benefits such as vacation and sick leave, and potentially also higher health care insurance costs.

XpresSpa competes for new locations in airports, and may not be able to secure new locations.

XpresSpa participates in the highly competitive and lucrative airport concessions industry, and as a result competes for retail leases with a variety of larger, better capitalized concessions companies as well as smaller, mid-tier and single unit operators. Frequently, an airport includes a spa concept within its retail product set and, in those instances, XpresSpa competes primarily with BeRelax, Terminal Getaway, Massage Bar and 10 Minute Manicure.

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XpresSpa’s leases may be terminated, either for convenience by the landlord or as a result of an XpresSpa default.

XpresSpa has store locations and kiosks in a number of airports in which the landlord, with prior written notice to XpresSpa, can terminate XpresSpa’s lease, including for convenience or as necessary for airport purposes or operations. If a landlord elects to terminate a lease at an airport, XpresSpa may have to shut down one or more store locations at that airport.

Additionally, XpresSpa leases have numerous provisions governing the operation of XpresSpa’s stores. Violation of one or more of these provisions, even unintentionally, may result in the landlord finding that XpresSpa is in default of the lease. Violation of lease provisions may result in fines and, in some cases, termination of a lease.

XpresSpa’s ability to operate depends on the traffic patterns of the terminals in which it operates, and the cessation or disruption of air traveler traffic in these terminals would negatively impact XpresSpa’s addressable market.

XpresSpa depends on a high volume of air travelers in its terminals. It is possible that a terminal in which XpresSpa operates could become subject to a lower volume of air travelers, which would significantly impact traffic near and around XpresSpa locations and therefore its total addressable market. Lower volume in a terminal could be caused by:

Failure to comply with minimum airport concession disadvantaged business enterprise participation goals and requirements could lead to lost business opportunities or the loss of existing business.

A number of XpresSpa’s leases contain minimum ACDBE participation requirements, and bidding on or submitting proposals for new concession contracts often requires that XpresSpa meets or uses good faith efforts to meet certain minimum ACDBE participation requirements. If XpresSpa fails to comply with the minimum ACDBE participation requirements, XpresSpa may be held responsible for a breach of contract, which could result in the termination of a lease and impairment of XpresSpa’s ability to bid on or obtain future concession contracts. To the extent that XpresSpa leases are terminated and XpresSpa is required to shut down one or more store locations, there could be a material adverse impact to its business and results of operations.

Continued minimum wage increases would negatively impact XpresSpa’s cost of labor.

XpresSpa compensates its licensed technicians via a formula that includes commissions. As a result, an increase in the minimum wage would increase XpresSpa’s cost of labor.

If XpresSpa is unable to protect its customers’ credit card data and other personal information, XpresSpa could be exposed to data loss, litigation and liability, and its reputation could be significantly harmed.

Privacy protection is increasingly demanding, and the use of electronic payment methods and collection of other personal information, including order history, travel history and other preferences, exposes XpresSpa to increased risk of privacy and/or security breaches as well as other risks. The majority of XpresSpa’s sales are by credit or debit cards. Additionally, XpresSpa collects and stores personal information from individuals, including its customers and employees.

XpresSpa may experience security breaches in which credit and debit card information or other personal information is stolen in the future. Although XpresSpa uses secure private networks to transmit confidential information, third parties may have the technology or know-how to breach the security of the customer

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information transmitted in connection with credit and debit card sales, and its security measures and those of technology vendors may not effectively prohibit others from obtaining improper access to this information. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often difficult to detect for long periods of time, which may cause a breach to go undetected for an extensive period of time. Advances in computer and software capabilities, new tools, and other developments may increase the risk of such a breach. Further, the systems currently used for transmission and approval of electronic payment transactions, and the technology utilized in electronic payments themselves, all of which can put electronic payment at risk, are determined and controlled by the payment card industry, not by XpresSpa. In addition, contractors, or third parties with whom XpresSpa does business or to whom XpresSpa outsources business operations may attempt to circumvent its security measures in order to misappropriate such information, and may purposefully or inadvertently cause a breach involving such information. If a person is able to circumvent XpresSpa’s security measures or those of third parties, he or she could destroy or steal valuable information or disrupt XpresSpa’s operations. XpresSpa may become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and XpresSpa may also be subject to lawsuits or other proceedings relating to these types of incidents. Any such claim or proceeding could cause XpresSpa to incur significant unplanned expenses, which could have an adverse effect on its business or results of operations. Further, adverse publicity resulting from these allegations could significantly harm its reputation and may have a material adverse effect on it. Although XpresSpa carries cyber liability insurance to protect against these risks, there can be no assurance that such insurance will provide adequate levels of coverage against all potential claims.

Negative social media regarding XpresSpa could result in decreased revenues and impact XpresSpa’s ability to recruit workers.

XpresSpa’s affinity among consumers is highly dependent on their positive feelings about the brand, its customer service and the range and quality of services and products that it offers. A negative customer experience that is posted to social media outlets and is distributed virally could tarnish XpresSpa’s brand and its customers may opt to no longer engage with the brand.

XpresSpa employs people in multiple different states, and the employment laws of those states are subject to change. In addition, its services are regulated through county and/or state operating licenses. Noncompliance with applicable laws could result in employee lawsuits or legal action taken by government authorities.

XpresSpa must comply with a variety of employment and business practices laws across the United States. XpresSpa monitors the laws governing its activities, but in the event it does not become aware of a new regulation or fails to comply with a regulation, it could be subject to disciplinary action by governing bodies and potentially employee lawsuits.

XpresSpa is not currently cash flow positive, and will depend on funding from FORM to open new locations. In the event that capital is unavailable from FORM, XpresSpa will not be able to open new locations.

Throughout its operating history, XpresSpa has not generated sufficient cash from operations to fund its new store development. As a result, it will be dependent upon FORM to fund its new location growth until such time as it can produce enough cash to profitably fund its own location growth.

XpresSpa sources, develops and sells products that may result in product liability defense costs and product liability payments.

The ingredients in XpresSpa’s products contain ingredients that are deemed to be safe by the United States Federal Drug Administration and the Federal Food, Drug and Cosmetics Act. However, there is no guarantee that these ingredients will not cause adverse health effects to some consumers given the wide range of ingredients and allergies amongst the general population. XpresSpa may face substantial product liability exposure for products it sells to the general public or that it uses in its services. Product liability claims, regardless of their merits, could be costly and divert management’s attention, and adversely affect XpresSpa’s reputation and the demand for its products and services. XpresSpa to date has not been named as a defendant in product liability actions.

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XpresSpa is already involved in litigation that could divert management’s attention and harm its business or prevent the completion of the Merger.

In August 2016, Amiral Holdings SAS (“ Amiral ”), the operator of BeRelax spas, filed a complaint for breach of contract against XpresSpa related to a potential strategic transaction between Amiral and XpresSpa. Amiral Holdings SAS v. XpresSpa Holdings LLC et al., Supreme Court of the State of New York, County of New York (Index No. 654051/2016). Among other things, Amiral seeks specific performance related to the contract; an injunction prohibiting the defendants from entering into or consummating a competing transaction; and a declaration with respect to Amiral’s right of first refusal and certain related matters. On October 4, 2016, Amiral filed an amended complaint and motion for a preliminary injunction. On October 14, 2016, XpresSpa filed its response to Amiral’s motion, and on October 20, 2016, Amiral filed a reply brief. A hearing on the preliminary injunction has been scheduled for December 5, 2016, although this date is subject to change by the court. If Amiral is successful in this lawsuit or its motion for a preliminary injunction, the completion of the Merger could be delayed or not occur at all.

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as of immediately following the completion of the Merger. If you are an XpresSpa equity holder and hold 5% of the outstanding equity of XpresSpa calculated on a fully diluted basis immediately prior to the completion of the Merger and do not also hold shares of FORM common stock, then upon completion of the Merger you will hold an aggregate of approximately 1.65% of the outstanding shares of common stock of FORM, calculated on a fully diluted basis as of immediately following the completion of the Merger.

Background of the Merger

The terms of the Merger are the result of negotiations that took place between executives and board members of FORM and executives and board members of XpresSpa.

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Recommendations of FORM’s Board of Directors and its Reasons for the Merger

The FORM board of directors, after considering the factors described below, (i) has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, FORM and its stockholders, (ii) has approved the Merger Agreement and (iii) recommends that the FORM stockholders vote FOR the FORM Merger Proposal. The board of directors made its recommendation to the FORM stockholders after considering the factors described in this proxy statement/prospectus. The FORM board of directors consulted with FORM’s senior management in evaluating the Merger. In addition, the FORM board of directors considered a number of factors that they believed supported their respective decisions to take the foregoing actions, including, but not limited to, the following:

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The FORM board of directors also considered a number of potentially negative factors in its deliberations concerning the Merger, including:

This discussion of the information and factors considered by the FORM board of directors is not intended to be exhaustive but is intended to summarize all material factors considered by the FORM board of directors in connection with its approval and recommendation of the Merger and the other related transactions described in this proxy statement/prospectus. In view of the wide variety of factors considered, FORM’s board of directors has not found it practicable to quantify or otherwise assign relative weights to the specific factors considered. However, the FORM board of directors concluded that the potential benefits of the Merger outweighed the potential negative factors and that, overall, the Merger had greater potential benefits for the FORM stockholders than other strategic alternatives. Therefore, after taking into account all of the factors set forth above, the FORM board of directors determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, FORM and its stockholders and that FORM should enter into the Merger Agreement and take all actions necessary to complete the Merger.

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Preferred Stock Valuation by Innovus Advisors

FORM retained Innovus to prepare a valuation of the FORM preferred stock to be issued by FORM in the Merger solely as requested by NASDAQ. FORM selected Innovus based on Innovus’ qualifications, expertise and reputation and its knowledge of the industry, business and affairs of FORM. On August 4, 2016, at the request of FORM management, Innovus rendered its oral valuation opinion regarding such preferred stock to the FORM Board of Directors, which was subsequently confirmed in writing to FORM.

The full text of Innovus’ written valuation opinion to FORM, dated August 4, 2014, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Innovus in rendering its valuation opinion of the FORM preferred stock to be issued by FORM in the Merger, is attached to this proxy statement/prospectus as Annex G. Innovus’ valuation opinion of the FORM preferred stock to be issued by FORM in the Merger is qualified in its entirety by reference to the full text of the Innovus valuation opinion. You are encouraged to read Innovus’ valuation opinion, this section and the summary of Innovus’ valuation opinion below carefully and in their entirety. Innovus’ valuation opinion was for the benefit of FORM and addressed only the value of the FORM preferred stock to be issued by FORM in the Merger as of the date of the opinion and did not address any other aspects or implications of the Merger.

Innovus’ valuation opinion was not intended to, and does not, constitute a fairness opinion, advice or a recommendation as to how FORM’s stockholders should vote at any stockholders’ meeting to be held in connection with the Merger or take any other action with respect to the Merger.

Additionally, Innovus’ valuation opinion does not relate to the fairness of the consideration in the Merger and Innovus did not advise or determine the amount of consideration to be paid in the Merger.

In connection with rendering its valuation opinion, Innovus, among other things:

In arriving at its valuation opinion, Innovus assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Innovus by FORM and XpresSpa and formed a substantial basis for its valuation opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, Innovus assumed, with the consent of FORM, that such financial projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of FORM and XpresSpa of the future financial performance of FORM and XpresSpa, respectively. In addition, Innovus assumed that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions and without any financing contingency. Innovus’ valuation opinion does not address the

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relative merits of the Merger as compared to any other alternative business transactions, or whether or not such alternative business transactions could be achieved or are available. Innovus assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Innovus is not a legal, tax or regulatory advisor. Innovus is a valuation advisor only and relied upon, without independent verification, the assessment of XpresSpa and FORM and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Innovus expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of FORM’s and XpresSpa’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of XpresSpa membership interests (including membership interests owned or held in treasury by XpresSpa or any of its direct or indirect wholly owned subsidiaries or owned by XpresSpa or Merger Sub or as to which dissenters’ rights have been perfected) in the Merger. Innovus did not make any independent valuation or appraisal of the assets or liabilities of FORM or XpresSpa, nor was it furnished with any such valuations or appraisals. Innovus’ valuation opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Innovus as of, the date of its opinion. Events occurring after such date may affect Innovus’ valuation opinion and the assumptions used in preparing it, and Innovus did not assume any obligation to update, revise or reaffirm its valuation opinion.

The following is a summary of the material financial analyses performed by Innovus in connection with the preparation of its valuation of the FORM preferred stock to be issued by FORM in the Merger as requested by NASDAQ. The following summary is not a complete description of Innovus’ valuation opinion or the financial analyses performed and factors considered by Innovus in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Innovus, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Innovus’ valuation opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 1, 2016, which was two trading days prior to the date on which the FORM Board of Directors approved the Merger, and is not necessarily indicative of current market conditions.

To estimate the value of the FORM preferred stock to be issued by FORM in the Merger as requested by NASDAQ, Innovus estimated the combined equity value of FORM (of approximately $33.8 million) and XpresSpa (of approximately $36.9 million) as of August 1, 2016 (the “Valuation Date”) pro forma for the merger to be in the amount of approximately $70.7 million. Using this combined value, Innovus estimated the value of the FORM preferred stock using the Dynamic Options Approach and the Current Value Approach.

Subject to the full text of Innovus’ written valuation opinion (per Annex G), Innovus estimated the fair value of the FORM preferred stock to be issued by FORM in the Merger, on a controlling interest basis, in the amount of: (i) $28,750,000 or $7.1875 per share under the Dynamic Options Approach; and (ii) $29,250,000 or $7.3125 per share under the Current Value Approach.

Analysis Related to FORM

Innovus used the publicly-traded closing price of FORM common stock on the Valuation Date of $2.25 per share and the total shares of FORM common stock issued and outstanding of 15.011 million to estimate the aggregate equity value of FORM in the amount of approximately $33.8 million on a marketable, minority basis.

Analysis Related to XpresSpa

To estimate the indicated equity value of XpresSpa, Innovus utilized the following generally accepted valuation methods: comparable company analysis, comparable transactions analysis and discounted cash flow analysis to obtain an estimate of XpresSpa’s enterprise value, which was adjusted for XpresSpa’s estimated

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cash and debt balances as provided to Innovus by FORM management as of August 1, 2016, as well as, at the direction of FORM management, the estimated value of XpresSpa’s net operating loss carryforwards as shown in the following table:

Valuation Date						August 1, 2016
Methodology		Enterprise Value Indicated Range				Selected Enterprise Value
($ in 000s)						(Midpoint)
Comparable Company Analysis			$33,930 – $45,380			$	39,660
Comparable Transactions Analysis			35,870  –  43,840				39,860
Discounted Cash Flow Analysis-Exit			36,740  –  42,500				39,620
Discounted Cash Flow Analysis-Gordon			38,500  –  43,820				41,160
Indicated Enterprise Value of XpresSpa, Control Basis						$	40,080
Less: Debt (as of 8/1/2016)							(6,670	)
Add: Cash (as of 8/1/2016)							2,500
Indicated Equity Value of XpresSpa, Control Basis, Before Adjustment(s)						$	35,910
Estimated NOL subsequent to the date of acquisition							970
Indicated Equity Value of XpresSpa, Control Basis						$	36,880

Comparable Company Analysis

Innovus performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Innovus reviewed and compared certain publicly available and internal financial information of XpresSpa with corresponding financial data for other companies that shared certain similar characteristics to XpresSpa to derive an implied valuation range for XpresSpa. The companies used in this comparison included the following companies: Autogrill S.p.A., Dufry AG, SSP Group plc, Potbelly Corporation, Shake Shack Inc., Zoe's Kitchen, Inc., Regis Corp., Sally Beauty Holdings Inc. and ULTA Salon, Cosmetics & Fragrance, Inc.

The above companies were chosen based on Innovus’ knowledge of the industry and because they have businesses that may be considered similar to XpresSpa’s. Although none of such companies are identical or directly comparable to XpresSpa, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Innovus considered similar to XpresSpa.

For purposes of this analysis, Innovus analyzed the following statistics of each of these companies based on publicly available financial information published by S&P Capital IQ:

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The table below shows the results of Innovus’ analyses:

EV to Revenues Ratio

EV to EBITDA Ratio

EV to EBIT Ratio

Autogrill S.p.A.

0.6 x

7.2 x

15.1 x

Dufry AG

1.4 x

13.8 x

48.3 x

SSP Group plc

0.9 x

9.9 x

17.4 x

Potbelly Corporation

0.8 x

6.9 x

16.0 x

Shake Shack Inc.

4.3 x

19.6 x

30.2 x

Zoe's Kitchen, Inc.

3.0 x

29.0 x

76.4 x

Regis Corp.

0.3 x

6.7 x

30.9 x

Sally Beauty Holdings Inc.

1.5 x

9.8 x

11.9 x

ULTA Salon, Cosmetics & Fragrance, Inc.

3.9 x

21.2 x

28.4 x

Average

1.9 x

NA*

NA*

Median

1.4 x

NA*

NA*

Based on the analysis of the relevant metrics for each of the comparable companies, Innovus selected a representative EV to revenues ratio range of 0.75x to 1.00x and applied this range of multiples to the relevant XpresSpa financial metric and increased the indicated enterprise value for a control premium. Innovus did not select representative EBITDA and EBIT ratio range of the comparable companies since XpresSpa’s relevant metrics were negative. Innovus selected these representative ranges using its experience and professional judgment and taking into account the estimated performance of the comparable companies for the most recent latest twelve-month period as of the Valuation Date and historical trading prices of such comparable companies. For purposes of estimated latest twelve months revenues, EBITDA and EBIT for XpresSpa, Innovus used the unaudited XpresSpa income statement for the twelve month period ending May 31, 2016. Using this approach, Innovus estimated the implied enterprise value on a control basis for XpresSpa as follows:

Estimated Latest 12 Months Ending May 31, 2016 Metric		Control Implied Enterprise Value Range
($ in 000s)
EV to Revenues			$33,930 – $45,380

No company included in the comparable company analysis is identical to XpresSpa. In evaluating comparable companies, Innovus made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of XpresSpa. These include, among other things, the impact of competition on the business of XpresSpa and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of XpresSpa and the industry, and in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

Comparable Transactions Analysis

Innovus performed a comparable transactions analysis, which is designed to imply a value of a company based on publicly available financial terms that share some characteristics with the Merger. Innovus reviewed the publicly available financial information for transactions in the travel retail industry since January 1, 2010 with publicly available data for EV and revenues. In addition, Innovus included in its analysis three transactions: (i) Cinnabon International, Inc. (closed on October 16, 1998); (ii) the acquisition of Steiner Leisure Limited (closed on December 9, 2015) and (iii) the acquisition of TCBY Enterprises, LLC (closed on February 29, 2000). Innovus reviewed the publicly available ratio of EV to estimated last twelve month

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revenues, or LTM EV/Revenues, of these comparable transactions. The transactions reviewed, the month and year that each transaction was announced and the corresponding LTM EV/Revenues ratios for such transactions were as follows:

Date Closed

Target

Acquiror

LTM EV/Revenues

October 1998

Cinnabon International, Inc.

Popeyes Louisiana Kitchen, Inc.

0.8x

January 2000

Starboard Cruise Services, Inc.

LVMH Moët Hennessy Louis Vuitton

1.2x

February 2000

TCBY Enterprises, LLC

Capricorn Holdings

1.1x

July 2007

Japan Airport Terminal Co., Ltd.

Sydney Airport Limited

1.8x

May 2008

WDFG UK Limited

World Duty Free Group

1.3x

October 2008

Hudson Group (HG) Retail, LLC

Dufry AG

1.2x

March 2010

Dufry South America Ltd.

Dufry AG

1.6x

April 2013

Hellenic Duty Free Shops S.A.

Dufry AG

2.5x

September 2014

The Nuance Group AG

Dufry AG

0.7x

December 2015

Steiner Leisure Limited

Nemo Parent, Inc.

1.0x

June 2016

Autogrill Restauration Services SAS

Elior Group

0.6x

Average

1.3x

Median

1.2x

Innovus then applied an LTM EV/Revenues range, based on its professional judgment and taking into consideration, among other things, the observed multiples for the selected transactions, of 0.9x – 1.1x to XpresSpa’s historical LTM Revenues of approximately $39.9 million as of May 31, 2016. Based on this analysis, Innovus derived a range of implied enterprise values for XpresSpa of $35.87 million to $43.84 million (rounded to the nearest $10,000).

No company or transaction used in the comparable transactions is identical to XpresSpa or the Merger. In evaluating the comparable transactions, Innovus made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of XpresSpa. These include, among other things relating to industry performance and business, market and financial conditions in general, the impact of competition on the business of XpresSpa and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of XpresSpa and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the EV and equity value of the transactions to which they are being compared.

Discounted Cash Flow Analysis

Innovus performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. In its application of the discounted cash flow analysis, Innovus used two methods of estimating terminal value, the multiple approach (or sometimes referred to as the exit approach) and the Gordon Growth approach.

Innovus calculated a range of implied enterprise values for XpresSpa based on estimates of future cash flows for the fiscal years ending December 31, 2016 through December 31, 2021. First the estimated unlevered free cash flows of XpresSpa for these periods were derived from the estimated EBITDA numbers as provided in XpresSpa forecasts prepared by FORM. Under the multiple approach, Innovus then calculated a terminal value for XpresSpa by applying a range of EBITDA multiples of 2.75x to 3.25x to the fiscal 2021 forecasted EBITDA, using assumptions that were approved for Innovus’ use by FORM. Under the Gordon Growth approach, Innovus then calculated a terminal value for XpresSpa by applying a range of terminal growth rates into perpetuity of 2.5% to 3.5% to the fiscal 2021 forecasted unlevered free cash flows, using assumptions that were approved for Innovus’ use by FORM. The unlevered free cash flows for the fiscal years ending December 31, 2016 through December 31, 2021 and the terminal values were then discounted to August 1, 2016 by using a mid-year discounting convention and applying a range of discount rates of 18.4% to 19.4% to calculate an implied EV for XpresSpa. Such range of discount rates, reflecting estimates of

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XpresSpa’s weighted average cost of capital, was derived by Innovus using its experience and professional judgment, with the application of an upward/downward sensitivity of 0.5%/(0.5)% to its weighted average cost of capital analysis and using the Modified Capital Asset Pricing Model, taking into account an estimated beta of 0.98 based on the indicated median beta of the comparable companies, an estimated risk-free rate of 1.8% based on the interest rate of 20-year U.S. Treasury Bond as of August 1, 2016, an equity risk premium of 6.9% and company specific risk premium of 7.5%, both as estimated by Innovus using its professional judgment and experience, an assumed tax rate of 40.0%, and an estimated pre-tax cost of debt of 7.0% based on a market participant capital structure. Based on this analysis, Innovus estimated the following range of implied enterprise values for XpresSpa:

Methodology		Enterprise Value Indicated Range
($ in 000s)
Discounted Cash Flow Analysis-Exit			$36,740 – $42,500
Discounted Cash Flow Analysis-Gordon			38,500 – 43,820

Other Considerations

Innovus performed a variety of financial and comparative analyses for purposes of rendering its valuation opinion of the FORM preferred stock to be issued by FORM in the Merger as requested by NASDAQ.

The preparation of a valuation opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its valuation opinion, Innovus considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Innovus believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and valuation opinion. In addition, Innovus may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Innovus’ view of the actual value of the FORM preferred stock to be issued by FORM in the Merger as requested by NASDAQ.

In performing its analyses, Innovus made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of FORM and XpresSpa. These include, among other things, the impact of competition on the businesses of FORM, XpresSpa and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of FORM, XpresSpa and the industry, and in the financial markets in general. Any estimates contained in Innovus’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates. These analyses do not purport to be appraisals or to reflect the prices at which shares of FORM common stock might actually trade.

The consideration to be received by the holders of XpresSpa membership interests was determined through arm’s-length negotiations between FORM and XpresSpa and was approved by the FORM Board of Directors. Innovus did not recommend any specific merger consideration to XpresSpa, nor opine that any specific merger consideration constituted the only appropriate merger consideration for the Merger. In addition, Innovus’ valuation opinion does not address the prices at which the FORM stock will trade following consummation of the Merger or at any time and Innovus expresses no opinion or recommendation as to how FORM stockholders should vote at any stockholders’ meeting to be held in connection with the Merger.

Innovus’ valuation opinion of the FORM preferred stock to be issued by FORM in the Merger was one of many factors taken into consideration by the FORM Board of Directors in deciding to approve, adopt and authorize the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the recommendation of the FORM Board of Directors with respect to the consideration or of whether the FORM Board of Directors would have been willing to agree to a different merger consideration.

Innovus has acted as valuation consultant to FORM to provide a valuation opinion of the FORM preferred stock to be issued by FORM in the Merger as requested by NASDAQ and, under the terms of its

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engagement letter, has received $60,000 for serving in this capacity. FORM has also agreed to reimburse Innovus for its expenses incurred in performing its services, including fees of outside counsel and other professional advisors. In addition, FORM has agreed to indemnify Innovus and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Innovus or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Innovus’ engagement. In the two years prior to the date of its opinion, Innovus has provided valuation services for FORM and has received fees of less than $100,000 in the aggregate in connection with such services. Innovus may also seek to provide valuation and financial advisory services to FORM in the future and expects to receive fees for the rendering of these services.

Innovus is a boutique valuation and financial advisory firm providing services to publicly-traded and privately-held companies domiciled globally. Innovus, its affiliates, directors and officers may at any time invest on a principal basis in companies that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account, in debt or equity securities or loans of FORM, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

Board of Directors and Executive Officers of FORM After the Completion of the Merger

Board of Directors

Upon completion of the Merger, FORM is expected to have a seven member board of directors, comprised of Andrew D. Perlman, John Engelman, Donald E. Stout, Salvatore Giardina, Bruce T. Bernstein and Richard K. Abbe, all of whom are currently members of the FORM board of directors, and Andrew R. Heyer, who is currently a member of XpresSpa’s board of directors.

Executive Officers

The executive management team of FORM is expected to be composed of the following individuals:

Name		Position with FORM
Andrew D. Perlman		Chief Executive Officer
Anastasia Nyrkovskaya		Chief Financial Officer and Treasurer
Clifford Weinstein		Executive Vice President
Darin White		President, Group Mobile
Edward Jankowski		Senior Vice President and Chief Executive Officer of XpresSpa

Interests of FORM Directors and Executive Officers in the Merger

In considering the recommendation of the FORM board of directors to vote FOR the FORM Merger Proposal, FORM stockholders should be aware that the directors and executive officers of FORM have interests in the Merger that may be in addition to, or different from, your interests as FORM stockholders, which could create conflicts of interest in their determinations to recommend the Merger. You should consider these interests in voting on the Merger. These interests in connection with the Merger relate to or arise from, among other things:

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The FORM board of directors was aware of these potential conflicts of interest during its deliberations on the merits of the Merger and when making its decision regarding the Merger Agreement and the transactions contemplated thereby, including the Merger.

Indemnification and Insurance

The Merger Agreement provides that all rights to indemnification with respect to acts or omissions occurring at or prior to the completion of the Merger existing in favor of each present and former director, officer or employee of XpresSpa or any of its subsidiaries as provided in their respective certificates of incorporation or bylaws or indemnification agreements will remain in effect.

The Merger Agreement provides that, for a period of six years from the effective time, XpresSpa will provide directors’ and officers’ liability insurance that provides coverage for events occurring prior to the effective time that is no less favorable than its existing policy, or, if insurance coverage that is no less favorable is unavailable, the best available coverage, subject to the limitation that XpresSpa will not be required to spend in any one year more than 300% of the last annual premium paid prior to the date of the Merger Agreement for XpresSpa’s existing policy. Notwithstanding the foregoing, XpresSpa may, at its option prior to the effective time, substitute for such policy a “tail” prepaid policy with respect to its existing policy, provided that the amount paid for such policy does not exceed 300% of the last annual premium paid prior to the date of the Merger Agreement.

The Merger Agreement also provides that all representations and warranties contained in the Merger Agreement shall survive the closing for a period of eighteen (18) months, however the representations made by XpresSpa related to organization and qualification, capital structure, authority, no conflicts, required filings, board approval, required vote, taxes, environmental and safety laws and brokers and the representations made by FORM related to organization, power and authorization, brokers and capitalization shall survive the closing until the expiration of the applicable statute of limitations plus a period of sixty (60) days and in the event there is no applicable statute of limitations they shall survive until the sixth anniversary of the closing. In addition, XpresSpa’s equity holders and FORM have agreed to indemnify the other party, its affiliates and respective representatives for any Losses (as defined in the Merger Agreement) in certain situations, as more fully described in the Merger Agreement. The Merger Agreement provides that an aggregate amount of up to $14.55 million be deposited into various escrow accounts for a period of eighteen (18) months, or such other term related to specific escrows, to cover certain indemnification claims that may be made pursuant to the Merger Agreement.

Anticipated Accounting Treatment

The Merger will be accounted for using the acquisition method of accounting in accordance with ASC 805. GAAP requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. FORM will be treated as the acquiring entity for accounting purposes. In identifying FORM as the acquiring entity, the companies took into account the composition of FORM’s Board of Directors, the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer, as well as the fact that FORM’s existing stock holders will own approximately 67% of FORM after completion of the Merger on a fully diluted basis.

Tax Treatment of the Merger

The receipt of FORM shares and warrants to acquire FORM shares in exchange for XpresSpa units pursuant to the Merger Agreement will be a taxable transaction to U.S. Holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 62 ) for

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U.S. federal income tax purposes. A U.S. holder will generally recognize capital gain or loss on the receipt of FORM shares (including the portion of FORM Shares placed in escrow) and warrants to acquire FORM shares in exchange for XpresSpa units. However, a portion of such gain or loss will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by XpresSpa and its subsidiaries. The utilization of capital losses is subject to various limitations. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of XpresSpa’s income may become available to offset a portion of the gain recognized by such U.S. Holder. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on 62 . Each holder of XpresSpa units is strongly urged to consult with and rely upon its own tax advisor as to the specific federal, state, local and non-U.S. tax consequences to such holder of the ownership and disposition of the Merger Consideration, or any portion thereof, taking into account such holder’s particular circumstances.

Regulatory Approvals Required for the Merger

As of the date of this proxy statement/prospectus, neither FORM nor XpresSpa is required to make filings or to obtain approvals or clearances from any regulatory authorities in the United States or other countries to complete the Merger. In the United States, FORM must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Capital Market. Under NASDAQ Marketplace Rule 5635(a), a company listed on The NASDAQ Capital Market is required to obtain stockholder approval in connection with a merger with another company if the number of shares of common stock or securities convertible into common stock to be issued is in excess of 20% of the number of shares of common stock then outstanding. Based on the current number of issued and outstanding shares of FORM common stock, if the Merger is completed, it is estimated that the FORM common stock and FORM preferred stock to be issued in the Merger will exceed 20% of FORM’s common stock issued and outstanding on the record date, and may constitute a “change of control” under NASDAQ rules. For these reasons FORM must obtain its stockholders approval of the FORM Merger Proposal.

Restrictions on Sales of Shares of FORM’s Common Stock, Preferred Stock and Warrants Received by XpresSpa Equity Holders in the Merger

Shares of FORM common stock, FORM preferred stock and warrants will be freely tradable upon the effectiveness of the Registration Statement. Shares of FORM common stock, FORM preferred stock and warrants received by XpresSpa equity holders who become affiliates of FORM for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144 or as otherwise permitted under the Securities Act.

Appraisal Rights

Under the DGCL, holders of FORM common stock are not entitled to appraisal rights in connection with the Merger or the proposals described in this proxy statement/prospectus. No dissenters’ or appraisal rights are available to any XpresSpa equity holders in connection with the Merger or the proposals described in this proxy statement/prospectus.

The NASDAQ Capital Market Listing of FORM Common Stock

FORM common stock currently is listed on The NASDAQ Capital Market under the symbol “FH.” FORM has agreed to use its reasonable best efforts to cause the shares of FORM common stock to be issued in connection with the Merger to be approved for listing on The NASDAQ Capital Markets (subject only to notice of issuance) at and following the completion of the Merger, and the listing of the shares of FORM common stock issuable pursuant to the Merger Agreement on The NASDAQ Capital Market is a condition to XpresSpa’s obligation to complete the Merger. FORM must comply with the rules and regulations of The NASDAQ Capital Market to get shareholder approval in connection with the issuance of shares of FORM common stock, preferred stock and warrants, constituting 20% or more of FORM’s issued and outstanding common stock and the resulting change in control for NASDAQ purposes and the filing of this proxy statement/prospectus with the SEC, as discussed above.

As of the date of the mailing of this proxy statement/prospectus, FORM has filed a notification of listing of additional shares for approval of listing of the additional shares to be issued in connection with the Merger

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on The NASDAQ Capital Market pursuant to The NASDAQ Capital Market’s rules. If such notification is approved, FORM anticipates that its common stock will continue to be listed on The NASDAQ Capital Market following the completion of the Merger under the trading symbol “FH.”

Private Placements

On August 8, 2016, in connection with the entry into the Merger Agreement, FORM and XpresSpa entered into subscription agreements.

FORM entered into a subscription agreement to sell 750,574 shares of its common stock to an investment vehicle advised by Mistral, at a purchase price of $2.31 per share, for an aggregate purchase price of $1,733,826. On August 8, 2016, an investment vehicle advised by Mistral funded the entire purchase price to FORM. XpresSpa intends to offer the opportunity to each of its equity holders to participate in the purchase of these shares of FORM common stock. In the event that any XpresSpa equity holder elects to participate in the purchase of these shares such equity holder will execute a joinder to the subscription agreement in form and substance reasonably satisfactory to FORM and the investment vehicle advised by Mistral and timely fund their purchase. In addition, the allocation of shares provided on Schedule II to the subscription agreement shall be revised to reflect any such reallocation. The parties anticipate closing this transaction within 15 business days after effectiveness of the Registration Statement.

Additionally, FORM entered into a subscription agreement to purchase from XpresSpa an aggregate of 1,733,826 Series C Preferred Units of XpresSpa, at a per unit purchase price of $1.00 per unit, for an aggregate purchase price of $1,733,826. The Series C Preferred Units have a preference in the amount of its initial investment and a 12% accruing yield for the first year or until the closing of the Merger and thereafter, if the Merger has not closed, shall be entitled to a liquidation preference equal to two times the amount of its initial investment plus any accrued but unpaid yield thereon.

Escrow Agreement

In connection with the closing of the Merger FORM has agreed to deposit the Indemnity Escrow Amount with the Escrow Agent for a period of 18 months, or such other term related to specific escrows, to be invested, held and disbursed in accordance with the terms of the Escrow Agreement, to be entered into, and to serve as security to FORM for XpresSpa’s representations, warranties, covenants and agreements set forth in the Merger Agreement. In addition, FORM has agreed to deposit the Consent Escrow Amount with the Escrow Agent for a period of 18 months, or such other term related to specific escrows, to be invested, held and disbursed in accordance with the terms of the Escrow Agreement, to be entered into, and to serve as security to FORM in connection with certain consents.

During the term of the Escrow Agreement FORM may make a claim against the Escrow Amount in accordance with the procedures set forth in the Escrow Agreement. Subject to any claims made in accordance with the Merger Agreement the undistributed balance of the Escrow Amount, if any, will be released by the Escrow Agent to XpresSpa’s equity holders in accordance with the directions of the Representative.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a discussion of certain material U.S. federal income tax consequences to certain U.S. Holders (as defined below) of the Merger. This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), existing and proposed Treasury regulations (the “ Treasury Regulations ”) promulgated under the Code and judicial authority and administrative interpretations, all as of the date of this document, and all of which are subject to change, possibly with retroactive effect, or are subject to differing interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. No opinions of counsel or ruling from the Internal Revenue Service (the “ IRS ”) has been or is expected to be sought with respect to any of the tax consequences discussed below. This discussion is not binding on the IRS, and there can be no guarantee that the IRS will not assert, or that a court would not sustain, a position contrary to any of the consequences described herein.

In addition, the following discussion generally does not address the tax consequences of the Private Placements or any other transactions effectuated before, after, or at the same time as the Merger (whether or not such transactions occur in connection with the Merger).

This discussion is limited to U.S. holders of XpresSpa units that hold their XpresSpa units, and will hold their shares of FORM common stock (the “ FORM Common Stock ”), FORM preferred stock (the “ FORM Preferred Stock ”) and warrants to purchase FORM Common Stock (the “ FORM Warrants ”) received in the Merger (such FORM Common Stock, FORM Preferred Stock and FORM Warrants, collectively, the “ Merger Consideration ”), as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the U.S. federal income tax consequences of the ownership or subsequent disposition of the Merger Consideration. This discussion also does not address any tax consequences arising under the Medicare tax on net investment income or the alternative minimum tax, nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to income taxes. Furthermore, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to U.S. holders in light of their particular circumstances or to U.S. holders that may be subject to special rules under U.S. federal income tax laws, including, without limitation: banks, insurance companies or other financial institutions, tax-exempt or governmental organizations, real estate investment trusts, S corporations, partnerships or other pass-through entities (or an investor in such entities), regulated investment companies, mutual funds, “controlled foreign corporations” or “passive foreign investment companies,” dealers or brokers in stocks and securities, or currencies, traders in securities that elect mark-to-market treatment, holders of XpresSpa units that received such XpresSpa units through the exercise of an employee option, pursuant to a retirement plan or any other benefit plan or otherwise as compensation, persons whose functional currency is not the U.S. dollar, holders of XpresSpa units that hold such XpresSpa units as part of a hedge, straddle, appreciated financial position, conversion or other “synthetic security” or integrated investment or risk reduction transaction, U.S. expatriates or any holders of XpresSpa units that are not U.S. Holders (as defined below).

If a partnership, or any entity treated as a partnership for U.S. federal income tax purposes, holds XpresSpa units, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership and upon certain determinations made at the partner level. A partner in a partnership holding XpresSpa units should consult its own tax advisor about the U.S. federal income tax consequences of the Merger.

For purposes of this discussion, a “ U.S. Holder ” is a beneficial owner of XpresSpa units that is for U.S. federal income tax purposes: (i) an individual citizen or resident of the U.S., (ii) a corporation (or any other entity taxable as a corporation) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia, (iii) an estate, whose income is subject to U.S. federal income tax regardless of its source; or a trust (x) the administration of which is subject to the primary supervision of a U.S. court and that has one or more U.S. persons that have the authority to control all substantial decisions of the trust or (y) that has made a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.

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The amount of gain or loss recognized by each U.S. Holder in the Merger will vary depending on each U.S. Holder’s particular situation, including the value of the Merger Consideration received by each U.S. Holder in the Merger, the adjusted tax basis of the XpresSpa units exchanged by each U.S. Holder in the Merger, and the amount of any suspended passive losses that may be available to a particular U.S. Holder to offset a portion of the gain recognized by such U.S. Holder. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of XpresSpa’s income may be deducted in full upon the U.S. Holder’s taxable disposition of its entire investment in XpresSpa pursuant to the Merger.

Escrow Amounts.   As further described under the section entitled “The Merger — Escrow Agreement,” a portion of the FORM Preferred Stock comprising the Merger Consideration will be deposited in escrow as Escrow Amounts. For U.S. federal income tax purposes, it is intended, and the Escrow Agreement provides, that the holders of XpresSpa units will be treated as receiving their share of the FORM Preferred Stock comprising of the Escrow Amounts as part of the Merger Consideration at the Effective Time of the Merger. Although such intended treatment is not entirely certain, the parties to the Merger Agreement and the Escrow Agreement agreed to report the Merger in a manner consistent with such treatment and this discussion assumes that it applies. Consistent with such treatment, U.S. Holders will not be eligible to report their allocable shares of the Escrow Amounts under the installment method. If a portion of the Escrow Amounts were returned to FORM in a subsequent year, the holders of XpresSpa affected by such return generally would recognize a capital loss. As mentioned above, the utilization of capital losses is subject to various limitations. Capital losses recognized by a U.S. Holder generally may offset only capital gains and, in the case of individuals, no more than $3,000 of ordinary income. In addition, the parties to the Merger Agreement and the Escrow Agreement agreed to treat income if any, earned with respect to the Escrow Amounts during the escrow period, as income earned by the former XpresSpa Holders.

Each U.S. Holder is strongly urged to consult its own tax advisor with respect to the U.S. Holder’s specific tax consequences of the Merger including the Escrow Amounts, taking into account its own particular circumstances.

XpresSpa Distributions and Items of Income, Gain, Loss and Deduction for the Taxable Period Ending on the Date of the Merger.   Ordinary distributions, if any, from XpresSpa to holders of XpressSpa units prior to the date of the Merger will be treated as a regular partnership distributions and not as Merger Consideration. Such distribution will reduce a U.S. Holder’s tax basis in its XpresSpa units and generally will not be taxable to the U.S. Holder unless the distribution exceeds the U.S. Holder’s basis in its XpresSpa units. A U.S. Holder of XpresSpa units will be allocated its share of XpresSpa’s items of income, gain, loss and deduction for the taxable period of XpresSpa ending on the date of the Merger. These allocations will be made in accordance with the terms of the Company LLC Agreement (as defined in the Merger Agreement). A U.S. Holder will be subject to U.S. federal income taxes on any such allocated income and gain even if such U.S. Holder does not receive a cash distribution from XpressSpa. Any such income and gain allocated to a U.S. Holder will increase the U.S. Holder’s tax basis in the XpresSpa Units held and, therefore, will reduce the gain, or increase the loss, recognized by such U.S. Holder resulting from the Merger. Any losses or deductions allocated to a U.S. Holder will decrease the U.S. Holder’s tax basis in the XpressSpa units held and, therefore, will increase the gain, or reduce the loss, recognized by such U.S. Holder resulting from the Merger.

Tax Basis and Holding Period in the Merger Consideration.   A U.S. holder’s tax basis in the FORM Common Stock, FORM Preferred Stock and FORM Warrants received (or treated, for U.S. federal income tax purposes, as received) in the Merger will equal the respective fair market value of each such component of the merger Consideration as of the Effective Time of the Merger. A U.S. holder’s holding period in the FORM Common Stock, FORM Preferred Stock and FORM Warrants received (or treated, for U.S. federal income tax purposes, as received) in the Merger will begin on the day after the date of the Merger. This discussion does not address the U.S. federal income tax consequences of the ownership or subsequent disposition of the Merger Consideration or any portion thereof. Each U.S. Holder of XpresSpa units is strongly urged to consult with and rely upon its own tax advisor as to the specific federal, state, local and non-U.S. tax consequences to such U.S. Holder of the ownership and disposition of the Merger Consideration, or any portion thereof, taking into account such U.S. Holder’s particular circumstances .

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Information Reporting and Backup Withholding

Information returns may be required to be filed with the IRS in connection with the Merger. A U.S. Holder may be subject to U.S. backup withholding with respect to the Merger Consideration unless such U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Any amount withheld under the U.S. backup withholding rules is not an additional tax and will generally be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

U.S. Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to the Merger Consideration.

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It is expected that following the closing, the following persons shall serve on the board of directors of FORM: Andrew D. Perlman, John Engelman, Donald E. Stout, Salvatore Giardina, Bruce T. Bernstein, Richard K. Abbe and Andrew R. Heyer, the designee of the holders of FORM preferred stock, and the following persons shall be appointed to the following positions of FORM: Andrew D. Perlman (Chief Executive Officer), Anastasia Nyrkovskaya (Chief Financial Officer and Treasurer), Clifford Weinstein (Executive Vice President) and Edward Jankowski (Senior Vice President and Chief Executive Officer of XpresSpa).

Merger Consideration

Upon completion of the Merger (i) the then-outstanding common units of XpresSpa (other than units held by FORM and its subsidiaries, which will be cancelled without any consideration) and (ii) the then-outstanding preferred units of XpresSpa (other than preferred units held by FORM and its subsidiaries, which will be cancelled without any consideration) will be cancelled and automatically converted into the right to receive an aggregate of (i) 2,500,000 shares of FORM common stock, (ii) 494,792 shares of FORM preferred stock, initially convertible into 3,958,336 shares of FORM common stock and (iii) five-year warrants to purchase an aggregate of 2,500,000 shares of FORM common stock, at an exercise price of $3.00 per share, in each case, subject to adjustment in the event of a stock split, dividend or similar events. Immediately following the completion of the Merger (without taking into account any shares of FORM common stock held by XpresSpa equity holders prior to the completion of the Merger but assuming that all shares held in escrow are released to the former equity holders of XpresSpa), the former equity holders of XpresSpa are expected to own approximately 18% of the outstanding common stock of FORM (or 33% of the outstanding common stock of FORM calculated on a fully diluted basis) and the current stockholders of FORM are expected to own approximately 82% of the outstanding common stock of FORM (or 67% of the outstanding common stock of FORM calculated on a fully diluted basis).

The FORM preferred stock will have the powers, designations, preferences and other rights as will be set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock in the form attached to this proxy statement/prospectus as Annex E , which is to be filed by FORM prior to closing, which rights include, among other things, an aggregate initial liquidation preference of $23,750,000 and the right to participate in any dividends and distributions paid to common stockholders on an as-converted basis. The FORM preferred stock will vote on an as-converted basis. In addition, from and after the date of the issuance of any shares of the FORM preferred stock, dividends at the rate per annum of $4.32 per share (which represents 9% per annum) will accrue on such shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the FORM preferred stock) (the “ Accruing Dividends ”). Accruing Dividends will accrue from day to day, whether or not declared and will be cumulative, provided, however, that except as provided for in certain circumstances, Accruing Dividends will only be payable when, as, and if declared by the board of directors of FORM and FORM will be under no obligation to pay such Accruing Dividends.

The FORM preferred stock shall be initially convertible into an aggregate of 3,958,336 shares of FORM common stock, which equals a $6.00 per share conversion price. Upon the occurrence of certain fundamental events, the holders of the FORM preferred stock will be able to require FORM to repurchase the shares of FORM preferred stock at the greater of the liquidation preference and the amount per share that would have been payable had the shares of FORM preferred stock been converted into FORM common stock. The holders of record of FORM preferred stock shall be entitled to elect one director of FORM, voting exclusively as a separate class, so long as the holders of FORM preferred stock represent beneficial ownership in the aggregate equal to or more than 5% of FORM’s issued and outstanding common stock on an as-converted basis.

The holders of FORM preferred stock shall have the right to convert at any time and from time to time into shares of FORM common stock at an initial conversion rate of 8 shares of FORM common stock for each one share of FORM preferred stock (the “ Conversion Ratio ”). The Conversion Ratio is subject to adjustment upon certain fundamental events. In addition, FORM shall have the right, but not the obligation, upon ten trading days’ notice to convert the outstanding shares of FORM preferred stock into FORM common stock at the Conversion Ratio then in effect if the volume weighted average price per share of the FORM common stock exceeds $9.00 over any 20 days in a 30 consecutive trading day period. The term of the

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FORM preferred stock is seven years, after which time FORM can repay the holders in shares of FORM common stock or cash at FORM’s election.

No fractional shares of FORM common stock or FORM preferred stock will be issued in connection with the Merger. Instead, each XpresSpa equity holder who would be otherwise entitled to receive a fractional share will receive from FORM, in lieu thereof, the next highest whole number of shares of FORM common stock or FORM preferred stock, as applicable.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of FORM and XpresSpa (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by confidential disclosure schedules exchanged by the parties), as applicable, relating to, among other things, (a) organization and qualification; (b) subsidiaries; (c) capital structure; (d) authorization, performance and enforceability of the Merger Agreement; (e) board approval and required vote; (f) financial statements; (g) absence of undisclosed liabilities and minimum cash; (h) absence of changes or events; (i) agreements, contracts and commitments; (j) compliance with laws; (k) material permits; (l) litigation; (m) employee and employee benefit plans; (n) taxes; (o) tangible assets; (p) real property leases; (q) insurance; (r) intellectual property; (s) environmental laws; (t) interested party transactions; (u) brokers; and (v) information related to this proxy statement/prospectus.

Material Adverse Effect

Several of the representations, warranties, covenants and closing conditions contained in the Merger Agreement refer to the concept of “ Company Material Adverse Effect ” or “ Parent Material Adverse Effect .”

Company Material Adverse Effect

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, event or occurrence that has a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of XpresSpa and its subsidiaries, taken as a whole; provided, that none of the following, in and of itself or themselves, nor any effect arising out of or resulting from the following shall constitute or be taken in account in determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

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Parent Material Adverse Effect

For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any change, event or occurrence that has a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of FORM and its subsidiaries, taken as a whole; provided, that none of the following, in and of itself or themselves, nor any effect arising out of or resulting from the following shall constitute or be taken in account in determining whether a Parent Material Adverse Effect has occurred or may, would or could occur:

Certain Covenants of the Parties

The Merger Agreement provides that XpresSpa shall, and shall cause its subsidiaries to: (x) conduct its business only in the ordinary course of business, consistent with past practice; and (y) use its commercially reasonable efforts to preserve intact its business organization, properties and assets, keep available the services of its officers, employees and consultants, maintain in effect all material contracts and preserve its relationships, customers, licensees, suppliers and other persons with which it has business relations.

The Merger Agreement contains certain other agreements of the parties including, among other things, that (a) FORM will prepare and file with the SEC the Registration Statement containing a proxy statement (the “ Proxy Statement ”) for the vote of the FORM stockholders to approve the Merger, including but not limited to the issuance of FORM common stock, FORM preferred stock and warrants to purchase shares of FORM common stock (the “ FORM Merger Proposal ”); (b) FORM will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to have its stockholders vote on the FORM Merger Proposal; (c) each party will allow reasonable access to their books and records until the closing of the Merger; (d) each party will maintain in confidence any non-public information received from the other party; (e) each party will give prompt notice of the occurrence of any of the following: (i) any event the occurrence, or non-occurrence of which could reasonably be expected to result in any representation or warranty contained in the Merger Agreement to be untrue or inaccurate in any material respect (or in the case

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of any representation or warranty qualified by its terms by materiality, then untrue or inaccurate in any respect); (ii) any failure of FORM, XpresSpa or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under the Merger Agreement, (iii) any notice or communication from any person alleging that the consent of such person is required in connection with the Merger or other transactions contemplated by the Merger Agreement, (iv) any notice or other communication from any governmental authority in connection with the Merger or other transactions contemplated by the Merger Agreement, (v) any litigation, relating to or involving or otherwise affecting XpresSpa or its subsidiaries or FORM that relates to the Merger or the other transactions contemplated by the Merger Agreement, (vi) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under a material contract of either party, (vii) any change that would be considered reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or is likely to impair in any material respect the ability of either FORM or XpresSpa to consummate the transactions contemplated by the Merger Agreement, and (viii) any correspondence between XpresSpa and any of its subsidiaries and any governmental authority regarding any matters that have arisen as a result of an inspection or otherwise an requesting that XpresSpa and/or its subsidiaries take remedial action either in its practices, location, fixtures, furnishings, or otherwise; (f) FORM will use its reasonable best efforts to cause the shares of FORM common stock to be issued pursuant to the Merger (including any FORM common stock issuable upon the exercise or conversion of, or as dividends on, any merger consideration issued pursuant to the Merger Agreement) to be approved for listing on The NASDAQ Capital Market; (g) except as otherwise required by applicable law, court process or the rules of The NASDAQ Capital Market, neither party shall, nor permit their respective subsidiaries to issue or cause the publication of any press release or public announcement with respect to the Merger or other transactions contemplated by the Merger Agreement without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; (h) XpresSpa will continue to indemnify its present and former directors and officers; (i) the parties will take all action to appoint certain individuals to serve on the board of directors of FORM; and (j) XpresSpa will deliver to FORM, within 20 days after the end of each such fiscal month end, the consolidated balance sheet of XpresSpa and its subsidiaries and the related consolidated statements of income, changes in members’ equity and cash flows of XpresSpa and its subsidiaries for the period then ended since the most recent balance sheet date.

No Solicitation

Subject to certain exceptions, prior to the completion of the Merger or the earlier termination of the Merger Agreement, XpresSpa has agreed that it will not, and it will not authorize or permit its subsidiaries and/or its officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives to directly or indirectly: (a) solicit, initiate, induce or take any action to facilitate, encourage, solicit, initiate or induce any action relating to, or the submission of any Company Acquisition Proposal (as defined in the Merger Agreement); (b) enter into, participate or engage in discussions or negotiations in any way with any person concerning any Company Acquisition Proposal; (c) furnish to any person (other than FORM and its designees) any information relating to XpresSpa or its subsidiaries or afford to any person (other than FORM or its representatives or designees) access to the business, properties, assets, books, records or other information, or to any personnel of XpresSpa or any of its subsidiaries, in any case, with the intent to induce or solicit the making or submission of a Company Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to a Company Acquisition Proposal; (d) approve a Company Acquisition Proposal or take any action that would require it to abandon, terminate or fail to consummate, or that would reasonably be expected to result in the abandonment or, termination or failure to consummate the Merger; or (e) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement or other similar instrument (whether binding or not) or contract constituting or otherwise relating to a Company Acquisition Proposal (other than an executed non-disclosure agreement having provisions no less favorable than that certain non-disclosure agreement between FORM and XpresSpa).

Notwithstanding the foregoing, XpresSpa or its board of directors, may directly or indirectly enter to discussions with any person in response to an unsolicited bona fide written Company Acquisition Proposal, if prior to engaging in any such discussions the XpresSpa board of directors determines in good faith, after consultation with its outside legal counsel, that such Company Acquisition Proposal either constitutes or could

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reasonably be expected to lead to a Company Superior Proposal (as defined below) and the XpresSpa board of directors receives from such person a non-disclosure agreement.

“Company Acquisition Proposal” means any offer, proposal, discussions, negotiations, indication of interest or inquiry by any person (other than FORM or any affiliate thereof) in a transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) relating to: (i) any issuance, sale or other disposition of (including by way of merger, consolidation, business combination, equity exchange, recapitalization, joint venture, partnership or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power or economic interests of XpresSpa or any subsidiary (including, for the avoidance of doubt, any issuance of equity securities of XpresSpa but excluding the sale, transfer, acquisition or disposition of not more than 50% or more of the voting power or economic interests of any subsidiary to an ACDBE partner), (ii) any direct or indirect sale, transfer, acquisition or disposition of more than 20% of the consolidated assets of XpresSpa and its subsidiaries taken as a whole (measured by the fair market value thereof), including by way of purchase of stock, limited liability interests or other equity interests of the subsidiaries or (iii) any merger, consolidation, equity exchange, business combination, recapitalization, reorganization, liquidation, joint venture, dissolution or any similar transaction involving XpresSpa or any subsidiary; provided that any transfer or sale of stock or assets of any of XpresSpa’s subsidiaries related to the disposition of foreign operations shall not be a “Company Acquisition Proposal.”

“ Company Superior Proposal ” means any bona fide offer or proposal that constitutes a Company Acquisition Proposal on terms that the XpresSpa board of directors (or any committee thereof) shall have determined in good faith (after consultation with its outside legal counsel), taking into account all relevant legal (including conditions), financial, regulatory, timing and other aspects of such Company Acquisition Proposal, is reasonably likely to be consummated and would be more favorable to XpresSpa’s equity holders (in their capacity as such) than the Merger, if consummated (including after taking into account any changes to the terms of the Merger Agreement proposed by FORM in response to such Company Acquisition Proposal); provided that, for purposes of the definition of “Company Superior Proposal, “the references to “20%” in the definition of “Company Acquisition Proposal” shall be deemed to be references to “more than 50%.”

Board Recommendations

Under the Merger Agreement, the FORM board of directors has agreed to recommend that FORM stockholders vote in favor of the Merger (the “FORM Board Recommendation” ). In addition, the Merger Agreement provides that the XpresSpa board of directors shall approve the Merger (the “ Company Board Approval ”) and that neither the XpresSpa board of directors nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify in a manner adverse to FORM, the Company Board Approval, (ii) approve or adopt any Company Acquisition Proposal or (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement or other similar instrument (whether binding or not) or contract constituting or otherwise relating to a Company Acquisition Proposal (other than executing a non-disclosure agreement having provisions no less favorable than that certain non-disclosure agreement between FORM and XpresSpa). Each of the foregoing actions is referred to as a “ Recommendation Change .”

The restrictions set forth above will not prohibit the XpresSpa board of directors from effecting a Recommendation Change if XpresSpa has determined in good faith, after consulting with outside legal counsel, that (i) it has received a Company Superior Proposal or (ii) a failure to take action would be inconsistent with its fiduciary duties, and certain other conditions are met.

Approval of Stockholders

FORM has agreed to take all action necessary for the purpose of obtaining the required stockholder approval of the Merger, as promptly as practicable.

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Indemnification of Directors and Officers

The Merger Agreement provides that all rights to indemnification with respect to acts or omissions occurring at or prior to the completion of the Merger existing in favor of each present and former director, officer or employee of XpresSpa or any of its subsidiaries as provided in their respective certificates of incorporation, bylaws, limited liability company agreement or indemnification agreements will remain in effect.

The Merger Agreement provides that, for a period of six years from the effective time, XpresSpa will provide directors’ and officers’ liability insurance that provides coverage for events occurring prior to the effective time that is no less favorable than its existing policy, or, if insurance coverage that is no less favorable is unavailable, the best available coverage, subject to the limitation that XpresSpa will not be required to spend in any one year more than 300% of the last annual premium paid prior to the date of the Merger Agreement for XpresSpa’s existing policy. Notwithstanding the foregoing, XpresSpa may, at its option prior to the effective time, substitute for such policy a “tail” prepaid policy with respect to its existing policy, provided that the amount paid for such policy does not exceed 300% of the last annual premium paid prior to the date of the Merger Agreement.

Conditions to the Completion of the Merger

The obligations of each of FORM and XpresSpa to consummate the Merger are subject to the satisfaction or waiver of certain additional conditions, including, among other things, (a) the stockholders and the board of directors of FORM have approved the Merger and the Merger Agreement; (b) the Registration Statement has become effective; (c) the shares of FORM common stock shall have been approved for listing on The NASDAQ Capital Market; (d) there exists no temporary restraining order, preliminary or permanent injunction or other order which prevents the consummation of the Merger; (e) the representations and warranties of the other party contained in the Merger Agreement are true and correct except for (i) such changes resulting from actions permitted under the Merger Agreement, (ii) to the extent any such representation or warranty is made as of a time other than the Effective Time (as defined in the Merger Agreement), in which case, such representation or warranty need only be true an correct at and as of such time, or (iii) where the failure of any such representation or warranty to be true and correct (without giving effect to any materiality or Company Material Adverse Effect, qualification or limitation) would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (f) the other party shall have performed or complied in all material respects with all agreements and covenants under the Merger Agreement, except when any failure would not, individually or in the aggregate, be reasonably expected to have a Company Materal Adverse Effect or Parent Material Adverse Effect, as applicable; (g) the receipt of certain consents or approvals; (h) the absence of a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; (i) FORM shall have received written resignations from all of the directors of XpresSpa and its subsidiaries; (j) FORM shall have received joinder agreements from XpresSpa equity holders representing 95% of the outstanding XpresSpa units; (k) FORM shall have received sufficient evidence regarding the ratification of each of XpresSpa’s subsidiaries of all appropriate prior actions and certain individuals shall have been appointed to certain offices and committees as specified by FORM; (l) XpresSpa shall have delivered a certificate regarding certain closing conditions to FORM and Merger Sub; (m) FORM shall have received a certificate from Rockmore regarding XpresSpa’s compliance with its obligations under its existing loan documents; (n) FORM shall have received satisfactory evidence of termination of that certain Monitoring and Management Services Agreement with Mistral and its affiliate; (o) the Escrow Agreement shall have been executed and delivered; (p) the Representative shall have delivered to FORM a duly executed statement on behalf of XpresSpa that is in compliance with Treasury Regulations Section 1.1445-11T(d)(2), and from equity holders representing ninety five percent (95%) of the outstanding XpresSpa units, a duly executed certificate of non-foreign status in compliance with Treasury Regulations Section 1.1445-2(b); (q) FORM shall have received good standing certificates of XpresSpa and each of its subsidiaries; and (r) FORM shall have received evidence of certification for certain ACDBEs.

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Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the closing of the Merger, as follows: (a) by mutual written consent of FORM, Merger Sub and XpresSpa; (b) by either party if the closing has not occurred on or before the End Date; (c) by either party if any law enacted by a governmental authority prohibits the consummation of the Merger, or any governmental authority has issued an order or taken any other action which restrains, enjoins or otherwise prohibits the Merger, which order has become final and non-appealable; (d) by either party if FORM’s stockholders do not approve the Merger; (e) by either party if the other party, or in the case of XpresSpa, FORM or Merger Sub, is in material breach of its obligations or representations or warranties under the Agreement that is incapable of being cured and the other party, or in the case of XpresSpa, FORM or Merger Sub, is not then in breach of any representation, warranty, covenant or agreement set forth in Merger Agreement that would result in the applicable closing conditions not being satisfied; (f) by FORM if the XpresSpa board of directors has effected a Recommendation Change; (g) by FORM if XpresSpa shall have entered or caused itself or its subsidiaries to enter, into any letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement or other similar agreement related to any Company Acquisition Proposal; (h) by FORM if XpresSpa shall have materially breached any term of the non-solicitation provision of the Merger Agreement; (i) by FORM if XpresSpa’s board of directors or any authorized committee shall have resolved to do any of (f) – (h); (j) by XpresSpa if the board of directors of FORM or any authorized committee has failed to present or recommend the approval of the Merger Agreement and the Merger to the stockholders or include the recommendation in this proxy statement/prospectus; (k) by XpresSpa if XpresSpa determines to enter into a definitive agreement relating to a Company Superior Proposal; (l) by XpresSPa at any time, upon payment to FORM of the XpresSpa Termination Fee; or (m) by XpresSPa if FORM fails to obtain shareholder approval or fails to receive approval of the listing of the shares of FORM common stock on The NASDAQ Capital Market prior to the End Date; provided, that XpresSpa shall not have the right to terminate the Merger Agreement if XpresSpa is then in breach of any representation, warranty, covenant or agreement set forth in Merger Agreement that would result in the applicable closing conditions not being satisfied.

Termination Fees and Expenses

The Merger Agreement provides that, subject to certain exceptions discussed below, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such expenses, provided however that if the Merger is consummated FORM will assume XpresSpa’s transaction costs, in an amount not to exceed $500,000.

In the event that either (a) XpresSpa terminates the Merger Agreement because (i) it determines to enter into a definitive agreement relating to a Company Superior Proposal, or (ii) XpresSpa elects to terminate for any reason or no reason at all or (b) FORM terminates the Merger Agreement because (i) XpresSpa effected a Recommendation Change, (ii) XpresSpa enters into any agreement related to a Company Acquisition Proposal, (iii) XpresSpa materially breached the provision related to Company Acquisition Proposals contained in the Merger Agreement or (iv) XpresSpa’s board of directors shall have resolved to do any of the foregoing (i)-(iii), then XpresSpa shall pay to FORM the XpresSpa Termination Fee.

In the event that either (a) XpresSpa terminates the Merger Agreement because (i) the FORM board of directors fails to present and recommend the approval and adoption of the Merger Agreement, (ii) FORM fails to include the Board Recommendation in the proxy statement/proposal, or (iii) FORM’s board of directors shall have resolved to do any of the foregoing (i)-(ii) or (b) XpresSpa or FORM terminates the Merger Agreement because FORM’s stockholders approval is not obtained prior to the End Date, then FORM shall pay to XpresSpa the FORM Termination Fee.

In the event that (i) the Merger Agreement is terminated by XpresSpa because the Merger is not consummated on or before the End Date, and (ii) a Company Acquisition Proposal has either previously been publicly announced or has been proposed or communicated to XpresSpa and a definitive agreement with respect to such Company Acquisition Proposal has been signed or consummated within six months following the termination of the Agreement, then XpresSpa shall pay to FORM the XpresSpa Termination Fee.

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In the event that the Merger Agreement is terminated by FORM because the Merger is not consummated on or before the End Date, and within six months following such termination XpresSpa consummates a transaction for the (i) issuance, sale or other disposition of securities representing 50% or more of the voting power or economic interests of XpresSpa or any subsidiary, (ii) any direct or indirect sale, transfer, acquisition or disposition of more than 50% of the consolidated assets of XpresSpa and its subsidiaries taken as a whole, including by way of purchase of stock, limited liability interests or other equity interests of the subsidiaries or (iii) any merger, consolidation, equity exchange, business combination, recapitalization, reorganization, liquidation, joint venture, dissolution or any similar transaction involving XpresSpa or any of its subsidiaries, (in each case in clause (iii), that result in the equity holders of XpresSpa beneficially owning less than 50% of XpresSpa) then XpresSpa shall pay to FORM the XpresSpa Termination Fee.

Amendments

The Merger Agreement may be amended only by the written agreement of FORM, Merger Sub and XpresSpa at any time prior to the completion of the Merger.

Governing Law

The Merger Agreement is governed by the laws of the State of Delaware.

Amendment No. 1

On September 8, 2016, the parties amended the Original Merger Agreement pursuant to Amendment No. 1, to clarify the stockholder approval threshold required for the approval of the Merger Agreement by FORM’s stockholders.

Amendment No. 2

On October 25, 2016, the parties amended the Original Merger Agreement pursuant to Amendment No. 2, to clarify certain indemnification provisions in connection with the Merger and to increase the amount to be held in escrow in connection with such right to indemnification.

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INFORMATION ABOUT THE COMPANIES

FORM Holdings Corp.

On May 6, 2016, Vringo, Inc. changed its name to FORM Holdings Corp. and concurrently announced its repositioning as a holding company of small and middle market growth companies. FORM’s focus is on acquiring and building companies that would benefit from:

FORM’s management team is committed to execute on its strategy. FORM is industry agnostic, but limits the scope of its pipeline by looking only at companies with a clear path to grow in excess of $100,000,000 in revenue.

FORM’s common stock, which was previously listed on The NASDAQ Capital Market under the trading symbol “VRNG,” has been listed under the trading symbol “FH” since May 9, 2016.

FORM has three operating segments:

Group Mobile is a growing premier supplier of innovative and full-service mobile technology solutions, including rugged computers, tablets, mobile devices, accessories, a full suite of professional services and other related products geared toward emergency first responders, municipalities and corporations. In addition, Group Mobile specializes in high-quality customer service and support for those products.

FLI Charge owns a patented conductive wireless charging technology and focuses on the development and commercialization of its technology through the direct-to-consumer sale of conductive charging pads, phone cases, charging adaptors and other enablements, as well as partnerships and licensing agreements in various industries. FLI Charge is currently working with partners to implement FLI Charge technology in various fields such as furniture and automotive. FLI Charge’s business model is based on manufacturing and commercializing its own conductive charging pads, phone cases, charging adaptors and other enablements as well as licensing its technology in exchange for recurring licensing revenue.

The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. FORM’s portfolio consists of over 600 patents and patent applications covering a range of technologies including telecom infrastructure, mobile devices, remote monitoring and ad-insertion.

Prior to December 31, 2013, FORM operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, FORM sold its mobile social application business to InfoMedia, receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. As part of the transaction, FORM has the opportunity to license certain intellectual property assets and work with InfoMedia to identify and protect new intellectual property.

FORM is headquartered in New York, New York and was incorporated in Delaware in 2006. FORM’s principal offices are located at 780 Third Avenue, 12 ^th Floor, New York, New York 10017 and its telephone number is (212) 309-7549. FORM’s principal website is www.formholdings.com . The information on or that can be accessed through FORM’s website is not part of this proxy statement/prospectus. FORM’s common stock is listed on The NASDAQ Capital Market and trades under the symbol “FH.” Additional information about FORM and its subsidiaries is included elsewhere in this proxy statement/prospectus. See the sections

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entitled “FORM’s Business,” “FORM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “FORM’s Financial Statements” beginning on pages 100 , 106 , and F- 1 , respectively.

XpresSpa Holdings, LLC

XpresSpa is a leading airport retailer of spa services and related products, and also sells spa products through its internet site. Services and products include:

As a result of increased security requirements at airports, travelers are spending more time at the airport before their flights, and are often dealing with stressful security lines. In addition, airport travelers frequently are subjected to increased downtime from delays from congested airports, inclement weather conditions, and cancelled flights. XpresSpa was developed to address the stress and idle time spent at the airport, allowing travelers to spend this time productively, by relaxing and focusing on personal care and wellness.

XpresSpa is headquartered in New York, New York and was formed in 2012; its predecessor was formed in New York, New York in 2000. XpresSpa’s principal offices are located at 3 East 54 ^th street, 9 ^th Floor, New York, New York 10022 and its telephone number is (212) 750-9595. XpresSpa’s principal website is www.xpresspa.com . The information on or that can be accessed through XpresSpa’s website is not part of this proxy statement/prospectus. XpresSpa is a private company and its units are not publicly traded. Additional information about XpresSpa and its subsidiaries is included elsewhere in this proxy statement/prospectus. See the sections entitled “XpresSpa’s Business,” “XpresSpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “XpresSpa’s Financial Statements” beginning on pages 122 , 130 , and F- 63 , respectively.

FHXMS, LLC

Merger Sub is a limited liability company and wholly-owned subsidiary of FORM and was incorporated in Delaware on July 25, 2016 solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

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THE ANNUAL MEETING OF FORM’S STOCKHOLDERS

Date, Time and Place

The FORM annual meeting will be held on November 28, 2016, at 11:00 a.m, local time, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32 ^nd floor, New York, New York 10017.

Purpose of the FORM Annual Meeting

The FORM annual meeting will be held for the following purposes:

Record Date; Shares Entitled to Vote

The FORM board of directors has fixed October 18, 2016 as the record date for the determination of stockholders entitled to notice of, and to vote at, the FORM annual meeting and any adjournment or postponement thereof. Only holders of record of shares of FORM common stock at the close of business on the record date are entitled to notice of, and to vote at, the FORM annual meeting. At the close of business on the record date, FORM had outstanding and entitled to vote 15,799,881 shares of common stock.

The FORM common stock is the only class of securities entitled to vote at the FORM annual meeting. Each share of FORM’s common stock outstanding on the record date entitles the holder thereof to one vote on each matter properly brought before the FORM annual meeting, exercisable in person or by proxy.

Quorum

In order to conduct the business described above at the FORM annual meeting, FORM must have a quorum present. Stockholders who hold a majority of the FORM common stock outstanding as of the close of business on the record date for the FORM annual meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the FORM annual meeting. As of the record date, there were 15,779,881 shares of FORM common stock outstanding and entitled to vote at the FORM annual meeting. Accordingly, the presence, in person or by proxy, of the holders of 7,899,941 shares of FORM common stock will be required in order to establish a quorum.

Required Vote

The proposals being submitted for approval by the FORM stockholders at the FORM annual meeting will be approved or rejected on the basis of certain specific voting thresholds. In particular:

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Approval of the FORM Merger Proposal is a required condition to the completion of the Merger. If this proposal is not approved by the FORM stockholders, the Merger may not be completed.

Counting of Votes; Treatment of Abstentions and Incomplete Proxies

If a FORM stockholder fails to submit a proxy as instructed on the enclosed proxy card and fails to vote at the FORM annual meeting, such stockholder’s shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the FORM annual meeting, and will have no effect on the outcome of FORM’s Proposals No. 1 (FORM Merger Proposal), No. 2 (Rights Agreement Proposal), No. 3 (Election of Directors Proposal), No. 4 (2012 Equity Incentive Plan Amendment), No. 5 (Ratification of the Appointment of FORM’s Independent Registered Public Accounting Firm Proposal), No. 7 (Compensation Proposal) and No. 8 (adjournment to solicit additional proxies, if necessary). However, such failure to take action will have the same effect as voting AGAINST FORM’s Proposal No. 6 (Certificate Amendment Proposal).

If a FORM stockholder submits a proxy and affirmatively elects to abstain from voting, that proxy will be counted as present for the purpose of determining the presence of a quorum for the FORM annual meeting, but will not be voted at the FORM annual meeting. As a result, such abstention will have the same effect as voting AGAINST FORM’s Proposal Nos. 1, 2, 4, 5, 6 and 7 and will have no effect on FORM’s Proposal Nos. 3 and 8. Abstentions are not counted for purposes of electing directors.

If a FORM stockholder submits a proxy card without indicating how such stockholder wishes to vote, the shares of FORM common stock represented by such proxy card will be counted as present for the purpose of determining the presence of a quorum for the FORM annual meeting and all of such shares will be voted FOR FORM’s Proposal Nos. 1, 2, 3, 4, 5, 6, 7 and 8.

Voting by FORM’s Directors and Executive Officers

As of October 18, 2016, a recent practicable date before the printing of this proxy statement/prospectus, directors and executive officers of FORM beneficially owned and were entitled to vote 1,704,685 shares of FORM common stock, or approximately 10.1% of the total outstanding voting power of FORM. It is expected that FORM’s directors and executive officers will vote their shares FOR the approval of the Merger, although none of them has entered into any agreement requiring them to do so.

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Voting of Proxies by Registered Holders

Giving a proxy means that a FORM stockholder authorizes the persons named in the enclosed proxy card to vote the stockholder’s shares at the FORM annual meeting in the manner such stockholder directs. If you are a registered FORM stockholder (that is, you hold your stock in your own name), you may vote in person at the FORM annual meeting or vote by submitting your proxy (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. Whether or not you plan to attend the FORM annual meeting, FORM urges you to vote by proxy to ensure that your vote is counted. You may still attend the FORM annual meeting and vote in person even if you have already voted by proxy.

Shares Held in Street Name

If your shares of FORM common stock are held in street name in a stock brokerage account or by another nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by your broker or other nominee. You may not vote shares of FORM common stock held in street name by returning a proxy card directly to FORM or by voting in person at the FORM annual meeting unless you provide a legal proxy, which you must obtain from your broker or other nominee.

Brokers or other nominees who hold shares of FORM common stock in street name for a beneficial owner typically have the authority to vote in their discretion on routine proposals, even when they have not received instructions from beneficial owners. However, brokers or other nominees are not allowed to exercise their voting discretion on matters that are determined to be non-routine without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are represented at the FORM annual meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker or other nominee does not have discretionary voting power on such proposal. Therefore, if you are a FORM stockholder and hold your shares in street name, you should instruct your broker or other nominee on how to vote your shares to ensure that your shares are voted with respect to the FORM Merger Proposal. Broker non-votes will be counted for purposes of determining whether a quorum exists at the FORM annual meeting.

Revocability of Proxies and Changes to a FORM Stockholder’s Vote

If you are a FORM stockholder and wish to change your vote with respect to any proposal, you may do so by revoking your proxy at any time prior to the commencement of voting with respect to such proposal at the FORM annual meeting by:

If you are a FORM stockholder of record, revocation of your proxy or voting instructions by written notice must be received by FORM’s Corporate Secretary by no later than the close of business on November 27, 2016, although you may also revoke your proxy by attending the FORM annual meeting and voting in person. However, if your shares are held in street name by a broker or other nominee and you

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have instructed such broker or other nominee to vote your shares, you must follow directions received from your broker or other nominee in order to change those voting instructions.

Solicitation of Proxies

FORM will bear its own cost and expense of preparing, assembling, printing, and mailing this proxy statement/prospectus, any amendments thereto, the proxy card, and any additional information furnished to the FORM stockholders. FORM will bear any fees paid to the SEC in connection with the filing of this proxy statement/prospectus and the related Registration Statement on Form S-4. FORM may also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners of FORM common stock, including the costs of reimbursing brokerage houses and other custodians, nominees, and fiduciaries for their costs of forwarding this proxy statement/prospectus and other solicitation materials to such beneficial owners. In addition, proxies may be solicited without extra compensation by directors, officers, and employees of each of FORM and XpresSpa by mail, telephone, fax, or other methods of communication. FORM has engaged The Proxy Advisory Group, LLC®, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected to exceed $25,000 in the total.

Delivery of Proxy Materials to Households Where Two or More FORM Stockholders Reside

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement/prospectus addressed to those stockholders. This process, which is commonly referred to as householding, potentially means extra convenience for stockholders and cost savings for companies.

In connection with the FORM annual meeting, a number of brokers with account holders who are FORM stockholders will be householding FORM proxy materials. As a result, a single proxy statement/prospectus will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the applicable stockholders. Once a FORM stockholder receives notice from its broker that they will be householding communications to such stockholder’s address, householding will continue until such stockholder is notified otherwise or until such stockholder revokes its consent. If, at any time, a FORM stockholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement/prospectus, such stockholder should notify its broker or contact FORM’s Corporate Secretary at FORM Holdings Corp., 780 Third Avenue, 12 ^th Floor, New York, New York 10017. FORM stockholders who currently receive multiple copies of this proxy statement/prospectus at their address and would like to request householding of their communications should contact their broker.

Attending the FORM Annual Meeting

All FORM stockholders as of the record date, or their duly appointed proxies, may attend the FORM annual meeting. If you are a registered FORM stockholder (that is, if you hold your stock in your own name) and you wish to attend the FORM annual meeting, please bring your proxy and evidence of your stock ownership, such as your most recent account statement, to the FORM annual meeting. You should also bring valid picture identification.

If your shares are held in street name in a stock brokerage account or by another nominee and you wish to attend the FORM annual meeting, you need to bring a copy of a brokerage or bank statement to the FORM annual meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

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FORM’S PROPOSALS

FORM’s Proposal No. 1: Approval of the Issuance of FORM Common Stock and Preferred Stock and Warrants in Connection with the Merger

Upon completion of the Merger, (i) the then-outstanding common units of XpresSpa (other than units held by FORM and its subsidiaries, which will be cancelled without any consideration) and (ii) the then-outstanding preferred units of XpresSpa (other than preferred units held by FORM and its subsidiaries, which will be cancelled without any consideration) will be cancelled and automatically converted into the right to receive an aggregate of (i) 2,500,000 shares of FORM common stock, (ii) 494,792 shares of FORM preferred stock, initially convertible into 3,958,336 shares of FORM common stock and (iii) five-year warrants to purchase an aggregate of 2,500,000 shares of FORM common stock, at an exercise price of $3.00 per share, in each case, subject to adjustment in the event of a stock split, dividend or similar events. Immediately following the completion of the Merger (without taking into account any shares of FORM common stock held by XpresSpa equity holders prior to the completion of the Merger but assuming that all shares held in escrow are released to the former equity holders of XpresSpa), the former equity holders of XpresSpa are expected to own approximately 18% of the outstanding common stock of FORM (or 33% of the outstanding common stock of FORM calculated on a fully diluted basis) and the current stockholders of FORM are expected to own approximately 82% of the outstanding common stock of FORM (or 67% of the outstanding common stock of FORM calculated on a fully diluted basis).

The Merger will have no effect on the number of shares of FORM common stock held by current FORM stockholders as of immediately prior to the completion of the Merger. However, it is expected that upon completion of the Merger such shares will represent only an aggregate of approximately 67% of the outstanding shares of common stock of FORM calculated on a fully diluted basis (without taking into account shares of FORM common stock held by XpresSpa equity holders prior to the completion of the Merger). For example, if you are a FORM stockholder and hold 5% of the outstanding shares of FORM common stock calculated on a fully diluted basis immediately prior to the completion of the Merger and do not also hold XpresSpa equity, then upon completion of the Merger you will hold an aggregate of approximately 3.35% of the outstanding shares of common stock of FORM calculated on a fully diluted basis as of immediately following the completion of the Merger.

Under The NASDAQ Capital Market rules and regulations, a company listed on The NASDAQ Capital Market is required to obtain stockholder approval prior to the issuance of common stock or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company, if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of the issuing company’s common stock outstanding before such issuance in connection with such proposed acquisition.

The aggregate number of shares of FORM common stock to be issued in connection with the Merger will exceed 20% of the shares of FORM common stock outstanding before such issuance. For this reason, FORM must obtain the approval of the FORM stockholders, in accordance with The NASDAQ Capital Market rules and regulations, for the issuance of shares of FORM common stock to XpresSpa’s equity holders in connection with the Merger. Accordingly, FORM is asking its stockholders to approve the issuance of FORM common stock in connection with the Merger.

Required Vote; Recommendation of the FORM Board of Directors

Approval of this FORM Merger Proposal requires the affirmative vote of the holders of a majority of the shares of FORM common stock present and entitled to vote on the matter either in person or by proxy at the FORM annual meeting. A failure to submit a proxy or vote at the FORM annual meeting will result in your shares not being counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the FORM annual meeting, and will have no effect on the outcome of this FORM Merger Proposal. However, for purposes of the vote on this FORM Merger Proposal, an abstention will be counted as present for the purpose of determining a quorum, but will have the same effect as voting “AGAINST” this FORM Merger Proposal, and a “broker non-vote” will have no effect on the outcome of this FORM Merger Proposal.

THE FORM BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE FORM MERGER PROPOSAL.

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FORM’s Proposal No. 2: Approval of Adoption of Section 382 Rights Agreement

Overview

The FORM board of directors is asking stockholders to approve the Section 382 Rights Agreement adopted by the FORM board of directors on March 18, 2016 (the “ Rights Agreement ”). The FORM board of directors adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on its ability to use its net operating losses (“ NOLs ”) and other tax benefits as a result of an “ownership change,” as defined in Section 382 of the Code, and rules promulgated thereunder. The Rights Agreement will automatically expire on March 18, 2017, if not approved by the stockholders by that date, or on such earlier date as provided in the Rights Agreement.

Background and Reasons for the Proposal

FORM has experienced and continues to experience substantial NOLs and, under the Code, it may “carry forward” these losses in certain circumstances to offset future taxable income, thereby reducing its future U.S. federal income tax liability.

As of December 31, 2015, FORM’s estimated aggregate total NOLs were $123.6 million for U.S. federal, state and local purposes expiring 20 years from the respective tax years to which they relate. Unless otherwise restricted, FORM believes that it will be able to carry forward a significant amount of NOLs and other tax benefits, and so these NOLs and other tax benefits could be a substantial asset to it. If FORM experiences an ownership change for purposes of Section 382 of the Code, however, its ability to use its NOLs and other tax benefits will be substantially limited. These limitations could require FORM to pay U.S. federal income taxes earlier than would otherwise be required if such limitations were not in effect and could cause such NOLs and other tax benefits to expire unused, in each case reducing or eliminating the benefit of such NOLs and other tax benefits. Similar rules and limitations may apply for state income tax purposes.

Generally, an ownership change would occur if persons who own, or are deemed to own, 5% or more of FORM’s common stock increase their collective ownership in FORM by more than 50 percentage points over a rolling three-year period.

On March 18, 2016, the FORM board of directors approved and FORM entered into the Rights Agreement, which is between FORM and American Stock Transfer & Trust Company, LLC as the Rights Agent. The Rights Agreement provides for a dividend of one preferred stock purchase right (a “ Right ”) for each share of FORM common stock, par value $0.01 per share outstanding on March 29, 2016 (the “ Record Date ”). Each Right entitles the holder to purchase from FORM one one-thousandth of a share of Series C Junior Participating Preferred Stock, par value $0.01 per share (the “ Series C Preferred Stock ”), for a purchase price of $9.50 (the “ Purchase Price ”), subject to adjustment as provided in the Rights Agreement. The description and terms of the Rights are set forth in the Rights Agreement, which is attached to this proxy statement/prospectus as Annex B .

After careful consideration, the FORM board of directors adopted the Rights Agreement with the intention of reducing the likelihood of an ownership change so that FORM could protect and preserve its substantial tax attributes primarily associated with its NOLs and research tax credits under Sections 382 and 383 of the Code. However, FORM cannot be sure that these measures will be effective in deterring or preventing such an ownership change.

Description of the Rights Agreement

The following description of the Rights Agreement is qualified in its entirety by reference to the text of the Rights Agreement, which is attached to this proxy statement/prospectus as Annex B . FORM urges you to read carefully the Rights Agreement in its entirety as the discussion below is only a summary .

Effectiveness .  The Rights Agreement became effective on March 18, 2016 (the “ Effective Date ”). Upon and following the Effective Date, Rights will be issued in respect of all outstanding shares of common stock on the Record Date, and for all shares of common stock that become outstanding after the Record Date and, subject to the next sentence, prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights or the Expiration Date (as defined below). Rights may be distributed with respect to shares of common stock that become outstanding after the Distribution Date only in certain limited

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circumstances as described in the Rights Agreement (such as the issuance of common stock pursuant to stock options, employee compensation or benefit plans and convertible securities).

Term .  The Rights will expire on the earliest of (a) March 18, 2019, (b) March 18, 2017, if shareholder approval has not been obtained by such date, or (c) such earlier date as the NOLs and other tax benefits have expired or been exhausted, unless earlier redeemed or exchanged by FORM as provided below, as more fully set forth in the Rights Agreement.

Exercisability .  Initially, the Rights will not be exercisable. The Rights will become exercisable upon the earlier of the following dates (such date, the “ Distribution Date ”):

Grandfathered Persons .  Any person or group (a “ Grandfathered Person ”), that beneficially owned (as disclosed in public filings) 4.99% or more of the outstanding common stock as of March 18, 2016 (such percentage, the “ Grandfathered Percentage ”), will not be deemed an Acquiring Person, so long as such person or group does not exceed its Grandfathered Percentage by 0.5% of the outstanding shares of common stock.

If a Grandfathered Person sells or otherwise disposes of its common stock, its Grandfathered Percentage will be the lesser of (a) its Grandfathered Percentage immediately prior to the sale or other disposition or (b) the percentage of common stock beneficially owned by the Grandfathered Person immediately following the sale or other disposition.

If at any time a Grandfathered Person beneficially owns less than 4.99% of the outstanding shares of common stock it will cease to be a Grandfathered Person under the Rights Agreement.

Exempt Persons and Exempt Transactions .  Prior to someone becoming an Acquiring Person, the FORM board of directors can determine that any person or group which would otherwise be an Acquiring Person can be exempted from becoming an Acquiring Person or any transaction that would result in someone becoming an Acquiring Person, can be exempted in determining whether someone has become an Acquiring Person. After someone has become an Acquiring Person, the FORM board of directors’ ability to grant an exemption is generally limited to circumstances where a person or group has inadvertently become an Acquiring Person. Before granting an exemption, the FORM board of directors may require that a person or group make certain representations, undertakings or covenants.

Rights Certificates and Detachability .  Prior to the Distribution Date, the Rights will be evidenced by the certificates for shares of common stock, and the Rights will be transferable only with the related common stock (or, in the case of uncertificated common stock, the applicable record of ownership) and will be automatically transferred with any transfer of the related common stock. After the Distribution Date, the Rights will “detach” from the common stock and will be separately transferable.

Terms of Series C Preferred Stock .  The terms of the Series C Preferred Stock issuable upon exercise of the Rights are designed so that each 1/1,000 ^th of a share of Series C Preferred Stock is the economic and voting equivalent of one whole share of common stock. In addition, the Series C Preferred Stock has certain minimum dividend and liquidation rights.

Dilution Adjustments .  The amount of Series C Preferred Stock issuable upon exercise of the Rights is subject to adjustment by the FORM’s board of directors in the event of any change in the common stock or Series C Preferred Stock, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations,

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mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of assets, evidences of indebtedness or subscription rights, options or warrants to holders of common stock, Series C Preferred Stock or otherwise.

The Flip-In Provision .  At such time as FORM learns that a person or group has become an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise of the Right and the payment of the Purchase Price, that number of 1/1,000 ^ths of a share of Series C Preferred Stock equal to the number of shares of common stock which at the time of the applicable triggering transaction would have a market value of twice the Purchase Price. However, any Rights that are or previously were beneficially owned by an Acquiring Person will become null and void and will result in significant dilution to the Acquiring Person.

The Flip-Over Provision .  In the event FORM is acquired in a merger or other business combination by an Acquiring Person, or 50% or more of FORM’s assets are sold to an Acquiring Person, each Right will entitle its holder to purchase common shares in the surviving entity at 50% of the market price (subject to exceptions if the surviving entity does not have common shares registered under the Securities Exchange Act of 1934, including circumstances in which the surviving entity has common shares that publicly trade outside the United States, as further described in the Rights Agreement). As with the “flip-in” provision, any Rights that are or previously were beneficially owned by an Acquiring Person will become null and void.

Exchange .  After such time as FORM learns that a person or group has become an Acquiring Person, the FORM board of directors may elect to exchange each Right (other than any Rights that are or previously were beneficially owned by an Acquiring Person, which will become null and void) for consideration per Right consisting of one-half of the Series C Preferred Stock (or fractions thereof) that would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement (or an equivalent value comprised of cash, shares of common stock, shares of Series C Preferred Stock, other securities or any combination thereof).

Redemption .  The Rights are redeemable by the FORM board of directors at a redemption price of $0.01 per Right (the “ Redemption Price ”) any time prior to the earlier of (i) such time as FORM learns that a person or group has become an Acquiring Person and (ii) the Expiration Date. Immediately upon the action of the Board ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Amendment .  At any time prior to the Distribution Date, FORM may, without the approval of any holder of the Rights, supplement or amend any provision of the Rights Agreement (including the date on which a Distribution Date shall occur, the amount of the Purchase Price, the definition of Acquiring Person or the time during which the Rights may be redeemed), except that no supplement or amendment may be made which reduces the Redemption Price of the Rights.

Certain Considerations Relating to the Rights Agreement

The FORM board of directors believes that attempting to protect the NOLs and other tax benefits described above is in FORM and the stockholders’ best interests. Nonetheless, FORM cannot eliminate the possibility that an ownership change will occur even if the Rights Agreement is approved. You should consider the factors below when making your decision.

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Required Vote; Recommendation of the FORM Board of Directors

Approval of this Rights Agreement Proposal requires the affirmative vote of the holders of a majority of the shares of FORM common stock present and entitled to vote on the matter either in person or by proxy at the FORM annual meeting. A failure to submit a proxy or vote at the FORM annual meeting will result in your shares not being counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the FORM annual meeting, and will have no effect on the outcome of this Rights Agreement Proposal. However, for purposes of the vote on this Rights Agreement Proposal, an abstention will be counted as present for the purpose of determining a quorum, but will have the same effect as voting “AGAINST” this Rights Agreement Proposal, and a “broker non-vote” will have no effect on the outcome of this Rights Agreement Proposal.

THE FORM BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
RIGHTS AGREEMENT PROPOSAL.

FORM’s Proposal No. 3: Election of Directors

These six director nominees, if elected at the annual meeting, will hold office until the next annual meeting or until their successors are duly elected and qualify or until their earlier death, resignation or removal. There are no family relationships among any of FORM’s directors and executive officers.

The director nominees are:

Andrew D. Perlman
John Engelman
Donald E. Stout
Salvatore Giardina
Bruce T. Bernstein
Richard K. Abbe

For information about each of the director nominees and other relevant information with respect to the Election of Director Proposal, please refer to the section entitled “Management of FORM Following the Merger.”

If for any reason any nominee does not stand for election, any proxies FORM receives will be voted in favor of the remaining nominees and may be voted for substitute nominees in place of those who do not stand. FORM has no reason to expect that any of the nominees will not stand for election.

Required Vote; Recommendation of the FORM Board of Directors

The affirmative vote of a plurality of the voting power of the shares present or represented by proxy at the FORM annual meeting and entitled to vote on the election of directors is required to elect each nominee as a director. A failure to submit a proxy or vote at the FORM annual meeting will result in your shares not being counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the FORM annual meeting, and will have no effect on the outcome of this Election of Directors Proposal. However, for purposes of the vote on this Election of Directors Proposal, an abstention will be counted as present for the purpose of determining a quorum, but will have the same effect as voting “AGAINST” this Election of Directors Proposal, and a “broker non-vote” will have no effect on the outcome of this Election of Directors Proposal.

THE FORM BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
ELECTION OF ANDREW D. PERLMAN, JOHN ENGELMAN, DONALD E. STOUT,
SALVATORE GIARDINA, BRUCE T. BERNSTEIN AND RICHARD K. ABBE
AS DIRECTORS OF THE FORM BOARD OF DIRECTORS.

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FORM’s Proposal No. 4: Approval of an Amendment to the FORM 2012 Employee, Director and Consultant Equity Incentive Plan

Required Vote; Recommendation of the FORM Board of Directors

The affirmative vote of the holders of a majority of the shares of FORM common stock present and entitled to vote on the matter either in person or by proxy at the FORM annual meeting is required to approve the amendment to the 2012 Plan. Abstentions will be counted AGAINST this proposal.

THE FORM BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE 2012 PLAN.

Equity Compensation Plan Information

The following table provides certain aggregate information, as of December 31, 2015, with respect to all of our equity compensation plans then in effect:

Plan Category		(a) No. of securities to be issued upon exercise of outstanding options, warrants and rights				(b) Weighted-average exercise price of outstanding options, warrants and rights ($)				(c) No. of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Total equity compensation plans approved by security holders (1) (2)			920,646			$	30.16				933,460
Equity compensation plans not approved by security holders (3)			4,118			$	9.94				—

Outstanding Awards under Equity Compensation Plans

As of October 18, 2016, there were 1,492,434 shares subject to issuance upon exercise of outstanding options under all of our equity compensation plans referred to in the table above, at a weighted average exercise price of $26.03. There were no shares of issued and outstanding restricted stock. As of October 18, 2016, there were 302,510 shares available for future issuance of awards under all plans.

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General

On September 7, 2016, FORM’s board of directors approved an amendment to the 2012 Employee, Director and Consultant Equity Incentive Plan, or the 2012 Plan, effective upon approval by its stockholders at the annual meeting, to increase the number of shares authorized for issuance of awards under the 2012 Plan by 5,000,000 shares, from 2,573,568 to an aggregate of 7,573,568 shares of common stock and to increase the maximum number of shares available for grant to a single participant in any fiscal year from 400,000 to 1,000,000. The 2012 Plan was approved by FORM’s board of directors and stockholders in 2012. As of October 18, 2016, 2,271,058 equity awards were outstanding and 302,510 awards were available for future issuance under the 2012 Plan.

By its terms, the 2012 Plan may be amended by the board of directors, provided that any amendment which the board of directors determines requires stockholder approval is subject to receiving such stockholder approval. On September 7, 2016, FORM’s board of directors voted to approve an amendment to the 2012 Plan to increase the aggregate number of shares of common stock available for the grant of awards under the 2012 Plan to 7,573,568.

This amendment is being submitted to you for approval at the annual meeting in order to ensure (i) favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and (ii) continued eligibility to receive a federal income tax deduction for certain compensation paid under the 2012 Plan by complying with Section 162(m) of the Code. Approval by FORM’s stockholders of the 2012 Plan is also required by the listing rules of The NASDAQ Stock Market.

Generally shares of common stock reserved for awards under the 2012 Plan that lapse or are canceled will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The 2012 Plan provides that no participant may receive awards for more than 400,000 shares of common stock in any fiscal year. The Amendment will provide that no participant may receive awards for more than 1,000,000 shares of common stock in any fiscal year.

FORM’s board of directors, the Compensation Committee and management all believe that the effective use of stock-based long-term incentive compensation is vital to its ability to achieve strong performance in the future. The 2012 Plan will maintain and enhance the key policies and practices adopted by FORM’s management and board of directors to align employee and stockholder interests. In addition, FORM’s future success depends, in large part, upon its ability to maintain a competitive position in attracting, retaining and motivating key personnel. FORM believes that the increase in the number of shares available for issuance under the 2012 Plan is essential to permit its management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors. Accordingly, the FORM board of directors believes approval of the amendment to increase the aggregate number of shares available for issuance under the 2012 Plan is in its best interests and those of its stockholders and recommends a vote “FOR” the approval of the amendment to the 2012 Plan.

The following is a brief summary of the 2012 Plan and the Amendment. This summary is qualified in its entirety by reference to the text of the 2012 Plan (as amended), a copy of which is attached as Annex C to this proxy statement/prospectus.

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Material Features of the 2012 Plan

Eligibility.   The 2012 Plan allows FORM, under the direction of its Compensation Committee, to make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees, consultants and directors who, in the opinion of the Compensation Committee, are in a position to make a significant contribution to FORM’s long-term success. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder interests, and to closely link compensation with FORM’s performance. The 2012 Plan provides an essential component of the total compensation package, reflecting the importance that FORM places on aligning the interests of key individuals with those of FORM stockholders.

All employees, directors and consultants of FORM and its affiliates are eligible to participate in the 2012 Plan. As of October 18, 2016, there were approximately 50 individuals eligible to participate.

Stock Options.   Stock options granted under the 2012 Plan may either be incentive stock options, which are intended to satisfy the requirements of Section 422 of the Code, or non-qualified stock options, which are not intended to meet those requirements. Incentive stock options may be granted to employees of FORM and its affiliates. Non-qualified options may be granted to employees, directors and consultants of FORM and its affiliates. The exercise price of a stock option may not be less than 100% of the fair market value of FORM common stock on the date of grant. If an incentive stock option is granted to an individual who owns more than 10% of the combined voting power of all classes of the FORM capital stock, the exercise price may not be less than 110% of the fair market value of FORM common stock on the date of grant and the term of the option may not be longer than five years.

Award agreements for stock options include rules for exercise of the stock options after termination of service. Options may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement. Generally, stock options will be exercisable for three months after termination of service for any reason other than death or total and permanent disability, and for 12 months after termination of service on account of death or total and permanent disability.

Restricted Stock.   Restricted stock is common stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain vesting conditions. If the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock is forfeited.

During the restricted period, the holder of restricted stock has the rights and privileges of a regular stockholder, except that the restrictions set forth in the applicable award agreement apply. For example, the holder of restricted stock may vote and receive dividends on the restricted shares; but he or she may not sell the shares until the restrictions are lifted.

Other Stock-Based Awards.   The 2012 Plan also authorizes the grant of other types of stock-based compensation including, but not limited to stock appreciation rights, phantom stock awards, and stock unit awards.

Plan Administration.   In accordance with the terms of the 2012 Plan, the FORM board of directors has authorized its Compensation Committee to administer the 2012 Plan. The Compensation Committee may delegate part of its authority and powers under the 2012 Plan to one or more of FORM’s directors and/or officers, but only the Compensation Committee can make awards to participants who are directors or executive officers of FORM. In accordance with the provisions of the 2012 Plan, the Compensation Committee determines the terms of awards, including:

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In addition, the Compensation Committee may, in its discretion, amend any term or condition of an outstanding award provided (i) such term or condition as amended is permitted by the 2012 Plan, and (ii) any such amendment shall be made only with the consent of the participant to whom such award was made, if the amendment is adverse to the participant; and provided, further, that, without the prior approval of FORM’s stockholders, options and stock appreciation rights will not be repriced, replaced or regranted through cancellation or by lowering the exercise price of a previously granted award.

Stock Dividends and Stock Splits.   If FORM common stock shall be subdivided or combined into a greater or smaller number of shares or if FORM issues any shares of common stock as a stock dividend, the number of shares of FORM common stock deliverable upon exercise of an option issued or upon issuance of an award shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend.

Corporate Transactions.   Upon a merger or other reorganization event, the FORM board of directors, may, in its sole discretion, take any one or more of the following actions pursuant to the 2012 Plan, as to some or all outstanding awards:

Notwithstanding the foregoing, in the event the Corporate Transaction also constitutes a Change of Control, then all Options outstanding on the date of the Corporate Transaction shall have vesting acceleration until the next vesting date, unless otherwise agreed upon with the Administrator.

Amendment and Termination.   The 2012 Plan may be amended by FORM stockholders. It may also be amended by the FORM board of directors, provided that any amendment approved by the FORM board of directors which is of a scope that requires stockholder approval as required by the rules of The NASDAQ Capital Market, in order to ensure favorable federal income tax treatment for any incentive stock options under Code Section 422, or for any other reason is subject to obtaining such stockholder approval. In addition, if The NASDAQ Capital Market amends its corporate governance rules so that such rules no longer require stockholder approval of “material amendments” of equity compensation plans, then, from and after the effective date of such an amendment to The NASDAQ Capital Market rules, no amendment of the 2012 Plan which (i) materially increases the number of shares to be issued under the 2012 Plan (other than to reflect a reorganization, stock split, merger, spin off or similar transaction); (ii) materially increases the benefits to participants, including any material change to: (a) permit a repricing (or decrease in exercise price) of outstanding options, (b) reduce the price at which awards may be offered, or (c) extend the duration of the 2012 Plan; (iii) materially expands the class of participants eligible to participate in the 2012 Plan; or (iv) expands the types of awards provided under the 2012 Plan shall become effective unless stockholder approval is obtained. The 2012 Plan expires on the date which is ten years from the earlier of the date of its adoption by the board of directors and the date of its approval by the shareholders of the Company.

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U.S. Federal Income Tax Considerations

The material federal income tax consequences of the issuance and exercise of stock options and other awards under the 2012 Plan, based on the current provisions of the Code and regulations, are as follows. Changes to these laws could alter the tax consequences described below. This summary assumes that all awards granted under the 2012 Plan are exempt from or comply with, the rules under Section 409A of the Code related to nonqualified deferred compensation.

Incentive Stock Options:		Incentive stock options are intended to qualify for treatment under Section 422 of the Code. An incentive stock option does not result in taxable income to the optionee or deduction to FORM at the time it is granted or exercised, provided that no disposition is made by the optionee of the shares acquired pursuant to the option within two years after the date of grant of the option nor within one year after the date of issuance of shares to the optionee (referred to as the “ ISO holding period ”). However, the difference between the fair market value of the shares on the date of exercise and the option price will be an item of tax preference includible in “alternative minimum taxable income” of the optionee.
		Upon disposition of the shares after the expiration of the ISO holding period, the optionee will generally recognize long term capital gain or loss based on the difference between the disposition proceeds and the option price paid for the shares. If the shares are disposed of prior to the expiration of the ISO holding period, the optionee generally will recognize taxable compensation, and FORM will have a corresponding deduction, in the year of the disposition, equal to the excess of the fair market value of the shares on the date of exercise of the option over the option price. Any additional gain realized on the disposition will normally constitute capital gain. If the amount realized upon such a disqualifying disposition is less than fair market value of the shares on the date of exercise, the amount of compensation income will be limited to the excess of the amount realized over the optionee’s adjusted basis in the shares.
Non-Qualified Options:		Options otherwise qualifying as incentive stock options, to the extent the aggregate fair market value of shares with respect to which such options are first exercisable by an individual in any calendar year exceeds $100,000, and options designated as non-qualified options will be treated as options that are not incentive stock options.
		A non-qualified option ordinarily will not result in income to the optionee or deduction to FORM at the time of grant. The optionee will recognize compensation income at the time of exercise of such non-qualified option in an amount equal to the excess of the then value of the shares over the option price per share. Such compensation income of optionees may be subject to withholding taxes, and a deduction may then be allowable to FORM in an amount equal to the optionee’s compensation income.
		An optionee’s initial basis in shares so acquired will be the amount paid on exercise of the non-qualified option plus the amount of any corresponding compensation income. Any gain or loss as a result of a subsequent disposition of the shares so acquired will be capital gain or loss.
Stock Grants:		With respect to stock grants under the 2012 Plan that result in the issuance of shares that are either not restricted as to transferability or not subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of shares received. Thus, deferral of the time of issuance will generally result in the deferral of the time the grantee will be liable for income taxes with respect to such issuance. FORM generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

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		With respect to stock grants involving the issuance of shares that are restricted as to transferability and subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of the shares received at the first time the shares become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. A grantee may elect to be taxed at the time of receipt of shares rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if the grantee subsequently forfeits such shares, the grantee would not be entitled to any tax deduction, including as a capital loss, for the value of the shares on which he previously paid tax. The grantee must file such election with the Internal Revenue Service within 30 days of the receipt of the shares. FORM generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.
Stock Units:		The grantee recognizes no income until the issuance of the shares. At that time, the grantee must generally recognize ordinary income equal to the fair market value of the shares received. FORM generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

New Plan Benefits

The following table shows the total number of awards expected to be made under the 2012 Plan to the identified individuals and groups, which awards are subject to the approval of the 2012 Plan Amendment by FORM’s stockholders.

Name and Position		Dollar Value (1)				Number of Stock Option Awards
Andrew D. Perlman Chief Executive Officer		$	1.55				800,000
Clifford Weinstein Executive Vice President and President, FLI Charge		$	1.55				800,000
Anastasia Nyrkovskaya Chief Financial Officer and Treasurer		$	1.55				350,000
David L. Cohen, Esq. Chief Intellectual Property Officer		$	—				—
Total for Current Executive Officers		$	1.55				1,950,000
Non-Executive Directors		$	—				—
Non-Executive Officer Employees		$	1.55				310,000