UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 6, 2019

 

XPRESSPA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-34785 20-4988129
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

780 Third Avenue, 12th Floor

New York, New York 10017

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (646) 525-4319 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class  Trading Symbol(s)  Name of each exchange on which registered

Common stock,

par value $0.01 per share

XSPA The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  ¨ Emerging growth company

 

  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 8.01. Other Events.

 

On September 6, 2019, XpresSpa Group, Inc. (the “Company”) issued a press release announcing that it intends to adjourn, without conducting any business, its 2019 annual meeting of stockholders (the “Annual Meeting”) scheduled to occur at 11:00 a.m., Eastern Daylight Time, on September 9, 2019, and reconvene at 11:00 a.m., Eastern Daylight Time, on October 2, 2019, to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2019. The Annual Meeting will still be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., located at 666 Third Avenue, New York, New York, 10017. The Company does not intend to change the record date for the Annual Meeting. Only stockholders of record at the close of business on August 1, 2019 are entitled to vote at the reconvened Annual Meeting.

 

During the period of the adjournment, the Company will continue to solicit proxies from its stockholders with respect to the proposals set forth in the Company’s proxy statement. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned meeting unless properly revoked.

 

No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC's website at www.sec.gov.

 

The press release is included as Exhibit 99.1 hereto, and is incorporated herein by reference.

 

Item 9.01 - Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
99.1   Press release, dated September 6, 2019

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  XPRESSPA GROUP, INC.
   
   
Dated: September 6, 2019 By:

/s/ Douglas Satzman

    Name: Douglas Satzman
    Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

XpresSpa to Adjourn Annual Meeting of Stockholders on September 9, 2019

Meeting to Reconvene on October 2, 2019

 

NEW YORK, September 6, 2019 - XpresSpa Group, Inc. (Nasdaq: XSPA), a health and wellness company, today announced that it intends to adjourn, without conducting any business, its 2019 annual meeting of stockholders scheduled to occur at 11:00 a.m., Eastern Daylight Time, on September 9, 2019, and reconvene at 11:00 a.m., Eastern Daylight Time, on October 2, 2019, to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2019.

 

The Annual Meeting will still be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., located at 666 Third Avenue, New York, New York, 10017. The Company does not intend to change the record date for the Annual Meeting. Only stockholders of record at the close of business on August 1, 2019 are entitled to vote at the reconvened Annual Meeting.

 

During the period of the adjournment, the Company will continue to solicit proxies from its stockholders with respect to the proposals set forth in the Company’s proxy statement. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned meeting unless properly revoked.

 

No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC's website at www.sec.gov.

 

About XpresSpa Group, Inc.

 

XpresSpa Group, Inc. (Nasdaq: XSPA) is a health and wellness holding company. XpresSpa Group’s core asset, XpresSpa, is a leading airport retailer of spa services and related products, with 51 locations in 23 airports globally as of August 14, 2019. XpresSpa offers services that are tailored specifically to the busy travel customer. XpresSpa is committed to providing exceptional customer experiences with its innovative premium spa services, as well as exclusive luxury travel products and accessories. XpresSpa serves almost one million customers per year at its locations in the United States, Netherlands, and the United Arab Emirates. To learn more about XpresSpa Group, visit: www.XpresSpaGroup.com. To learn more about XpresSpa, visit www.XpresSpa.com

 

Forward-Looking Statements

 

This press release may contain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today's date, and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings. All subsequent written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

 

Investor Relations:

ICR

Raphael Gross

(203) 682-8253