UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___ to ___
Commission file number 001-34785
XpresSpa Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-4988129 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
254 West 31st Street, 11th Floor New York, NY |
10001 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 309-7549
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | XSPA | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |
| Non-accelerated filer | x | Smaller reporting company | x | |
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate), as of June 28, 2019, the last business day of the registrant’s most recently completed second quarter, was $5,398,950 computed by reference to the closing sale price of $1.94 per share on the Nasdaq Stock Market LLC on June 28, 2019.
As of April 13, 2020, 86,500,160 shares of the registrant's common stock are outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III will be included in an amendment to this Annual Report on Form 10-K.
EXPLANATORY NOTE
XpresSpa Group, Inc. (the Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Original Report”), as originally filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2020, solely to disclose that the Company had filed the Original Report after the March 30, 2020 deadline applicable to the Company for the filing of an Annual Report on Form 10-K in reliance on the 45-day extension provided by an order issued by the SEC on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Release No. 34-88465) (the “Order”) regarding exemptions granted to certain public companies.
On March 30, 2020, the Company filed a Current Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Report until April 20, 2020 because of the coronavirus disease 2019 (“COVID-19”) pandemic and related events which resulted in the Company’s management devoting significant time and attention to assessing the potential impact of COVID-19 and those events on the Company’s operations and financial position and developing operational and financial plans to address those matters. This diverted management resources from completing all of the tasks necessary to file the Original Report by the original March 30, 2020 deadline.
In accordance with Rule 12b-15 under the Exchange Act, the Company is including in this Amendment a certification from its principal executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as an exhibit to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted. Similarly, the Company is not including the certifications required under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Report. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Report. This Amendment should be read in conjunction with the Original Report and with the Company’s other filings made with the SEC subsequent to the filing of the Original Report.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Part IV of our Original Report is hereby amended solely to add the following exhibit required to be filed in connection with this Amendment.
(a)(3) The following exhibit is filed with this Amendment:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto, duly authorized on the 18th day of May, 2020.
| XpresSpa Group, Inc. | ||
| By: | /s/ DOUGLAS SATZMAN | |
| Douglas Satzman | ||
| Chief Executive Officer | ||
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.
| Signature | Title | Date | ||
| /s/ DOUGLAS SATZMAN | Chief Executive Officer and Director (Principal | May 18, 2020 | ||
| Douglas Satzman | Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ BRUCE T. BERNSTEIN | Director | May 18, 2020 | ||
| Bruce T. Bernstein | ||||
| /s/ ROBERT WEINSTEIN | Director | May 18, 2020 | ||
| Robert Weinstein | ||||
| Director | May 18, 2020 | |||
| Michael Lebowitz | ||||
| /s/ DONALD E. STOUT | Director | May 18, 2020 | ||
| Donald E. Stout |
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Douglas Satzman, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of XpresSpa Group, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: May 18, 2020
| /s/ DOUGLAS SATZMAN | |
| Chief Executive Officer | |
|
(Principal Executive Officer) (Principal Accounting and Financial Officer) |