0001558370-20-013896 | 10-Q | XBRL Viewer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 09, 2020
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Registrant Name	XpresSpa Group, Inc.
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Title of 12(b) Security	Common Stock
Trading Symbol	XSPA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		69,514,905
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 61,894	$ 2,184
Inventory	638	647
Other current assets	1,336	1,102
Total current assets	63,868	3,933
Restricted cash	701	451
Property and equipment, net	6,095	8,064
Intangible assets, net	5,421	6,783
Operating lease right of use assets, net	4,143	8,254
Other assets	1,301	1,239
Total assets	81,529	28,724
Current liabilities
Accounts payable, accrued expenses and other	8,150	12,551
Current portion of operating lease liabilities	2,698	3,669
Derivative liabilities	681
Current portion of promissory note, unsecured	2,591
Convertible senior secured note, net	169
Total current liabilities	14,289	16,220
Long-term liabilities
Promissory note, unsecured	3,062
Convertible senior secured note, net		4,580
Convertible notes, net		1,182
Derivative liabilities		3,137
Operating lease liabilities	5,490	5,826
Other liabilities	317	315
Total liabilities	23,158	31,260
Commitments and contingencies (see Note 11)
Stockholders’ equity (deficit)
Common Stock, $0.01 par value per share 150,000,000 shares authorized; 69,076,888 and 5,157,390 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	691	52
Additional paid-in capital	438,214	302,118
Accumulated deficit	(382,941)	(308,136)
Accumulated other comprehensive loss	(250)	(283)
Total stockholders’ equity (deficit) attributable to XpresSpa Group, Inc.	55,714	(6,239)
Noncontrolling interests	2,657	3,703
Total stockholders’ equity (deficit)	58,371	(2,536)
Total liabilities and stockholders’ equity (deficit)	81,529	28,724
Series A Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock
Series C Junior Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock
Series D Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock
Series E Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock		10
Series F Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Sep. 30, 2020 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Common stock, par value \| $ / shares	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	69,076,888	5,157,390
Common stock, outstanding	69,076,888	5,157,390
Series A Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	6,968	6,968
Preferred stock, issued	6,673	6,673
Preferred stock, outstanding	0	0
Series C Junior Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	300,000	300,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series D Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series E Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	2,397,060	2,397,060
Preferred stock, issued	987,988	977,865
Preferred stock, outstanding	0	977,865
Preferred stock, liquidation preference value \| $		$ 3,031
Series F Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	9,000	9,000
Preferred stock, issued	8,996	8,996
Preferred stock, outstanding	0	8,996
Preferred stock, liquidation preference value \| $		$ 900

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2020

USD ($)

$ / shares

Sep. 30, 2019

USD ($)

$ / shares

Sep. 30, 2020

USD ($)

$ / shares

Sep. 30, 2019

USD ($)

$ / shares

Revenue, net

Total revenue, net

$ 201

$ 12,531

$ 8,062

$ 37,669

Cost of sales

Labor

514

5,842

5,480

17,507

Occupancy

468

1,894

2,334

5,811

Products and other operating costs

423

1,953

1,737

5,322

Total cost of sales

1,405

9,689

9,551

28,640

Depreciation and amortization

1,424

1,464

3,875

4,692

Impairment/disposal of assets

2,227

106

6,319

936

General and administrative

4,368

3,108

10,972

9,204

Total operating expenses

9,424

14,367

30,717

43,472

Operating loss

(9,223)

(1,836)

(22,655)

(5,803)

Interest expense, net

(120)

(780)

(1,856)

(2,052)

Gain (loss) on revaluation of warrants and conversion options

2,750

(848)

(50,917)

(780)

Other non-operating expense, net

(47)

(1,313)

(389)

(5,037)

Loss from operations before income taxes

(6,640)

(4,777)

(75,817)

(13,672)

Income tax (expense) benefit

(3)

143

(22)

101

Net loss

(6,643)

(4,634)

(75,839)

(13,571)

Net loss (income) attributable to noncontrolling interests

533

(210)

1,034

(584)

Net loss attributable to XpresSpa Group, Inc.

(6,110)

(4,844)

(74,805)

(14,155)

Net loss

(6,643)

(4,634)

(75,839)

(13,571)

Other comprehensive gain / (loss) from operations

(109)

Comprehensive loss

$ (6,625)

$ (4,552)

$ (75,806)

$ (13,680)

Loss per share

Basic and diluted net loss per share | $ / shares

^[1]

$ (0.10)

$ (1.68)

$ (2.15)

$ (6.33)

Weighted-average number of shares outstanding during the year*

Basic | shares

^[1]

61,106,894

2,875,501

35,309,004

2,236,323

Diluted | shares

^[1]

61,106,894

2,875,501

35,309,004

2,236,323

Services [Member]

Revenue, net

Total revenue, net

$ 93

$ 10,230

$ 6,779

$ 30,704

Products [Member]

Revenue, net

Total revenue, net

$ 2,301

936

5,781

Other [Member]

Revenue, net

Total revenue, net

$ 63

$ 347

$ 1,184

[1]	Adjusted to reflect the impact of the 1:3 reverse stock split that became effective on June 11, 2020.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred stock [Member] Series E Convertible Preferred Stock [Member]	Preferred stock [Member] Series F Convertible Preferred Stock [Member]	Common Stock [Member] Series E Convertible Preferred Stock [Member]	Common Stock [Member] Series F Convertible Preferred Stock [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class D [Member]	Common Stock [Member] May 2018 Series A Warrants	Common Stock [Member] Calm Warrants	Common Stock [Member] Pre-Funded Warrants [Member]	Common Stock [Member] B3D Note [Member]	Common Stock [Member]	Additional paid-in capital Series E Convertible Preferred Stock [Member]	Additional paid-in capital Series F Convertible Preferred Stock [Member]	Additional paid-in capital Common Class A [Member]	Additional paid-in capital Common Class D [Member]	Additional paid-in capital May 2018 Series A Warrants	Additional paid-in capital Calm Warrants	Additional paid-in capital Pre-Funded Warrants [Member]	Additional paid-in capital B3D Note [Member]	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income (loss)	Total Company equity (deficit) Series F Convertible Preferred Stock [Member]	Total Company equity (deficit) Common Class A [Member]	Total Company equity (deficit) May 2018 Series A Warrants	Total Company equity (deficit) Calm Warrants	Total Company equity (deficit) Pre-Funded Warrants [Member]	Total Company equity (deficit) B3D Note [Member]	Total Company equity (deficit)	Non-controlling interests	Series F Convertible Preferred Stock [Member]	Common Class A [Member]	May 2018 Series A Warrants	Calm Warrants	Pre-Funded Warrants [Member]	B3D Note [Member]	Total
Balance at Dec. 31, 2018	$ 4,000	$ 10,000									$ 6,000									$ 296,250,000	$ (286,913,000)	$ (251,000)							$ 9,106,000	$ 4,029,000							$ 13,135,000
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018											587,267
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2018	425,750	967,742
Issuance of Common Stock for repayment of debt and interest											$ 1,000									816,000									817,000								817,000
Issuance of Common Stock for repayment of debt and interest (in shares)											59,846
Stock-based compensation																				104,000									104,000								104,000
Foreign currency translation																						(21,000)							(21,000)								(21,000)
Net income (loss) for the period																					(2,973,000)								(2,973,000)	129,000							(2,844,000)
Distributions to noncontrolling interests																														(166,000)							(166,000)
Balance at Mar. 31, 2019	$ 4,000	$ 10,000									$ 7,000									297,170,000	(289,886,000)	(272,000)							7,033,000	3,992,000							11,025,000
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2019											647,113
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2019	425,750	967,742
Balance at Dec. 31, 2018	$ 4,000	$ 10,000									$ 6,000									296,250,000	(286,913,000)	(251,000)							9,106,000	4,029,000							13,135,000
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018											587,267
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2018	425,750	967,742
Conversion of Stock, Amount Converted																																					2,728,000
Net income (loss) for the period																																					(13,571,000)
Balance at Sep. 30, 2019	$ 4,000	$ 10,000									$ 9,000									301,955,000	(301,068,000)	(360,000)							550,000	3,987,000							4,537,000
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2019											773,348
Preferred Stock, Shares Outstanding, Ending Balance at Sep. 30, 2019	425,750	967,742
Balance at Mar. 31, 2019	$ 4,000	$ 10,000									$ 7,000									297,170,000	(289,886,000)	(272,000)							7,033,000	3,992,000							11,025,000
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2019											647,113
Preferred Stock, Shares Outstanding, Beginning Balance at Mar. 31, 2019	425,750	967,742
Conversion of Stock and Notes into Common Stock											$ 1,000									3,493,000									3,494,000								3,494,000
Conversion of Stock and Notes into Common Stock (in shares)											126,235
Stock-based compensation																				127,000									127,000								127,000
Foreign currency translation																						(170,000)							(170,000)								(170,000)
Net income (loss) for the period																					(6,338,000)								(6,338,000)	245,000							(6,093,000)
Contributions from noncontrolling interests																														16,000							16,000
Distributions to noncontrolling interests																														(174,000)							(174,000)
Balance at Jun. 30, 2019	$ 4,000	$ 10,000									$ 8,000									300,790,000	(296,224,000)	(442,000)							4,146,000	4,079,000							8,225,000
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2019											773,348
Preferred Stock, Shares Outstanding, Ending Balance at Jun. 30, 2019	425,750	967,742
Issuance of Series F Preferred Stock																				1,131,000									1,131,000								1,131,000
Stock-based compensation																				35,000									35,000								35,000
Exercise of June 2019 Class A Warrants into common stock											$ 1,000									(1,000)
Foreign currency translation																						82,000							82,000								82,000
Net income (loss) for the period																					(4,844,000)								(4,844,000)	210,000							(4,634,000)
Distributions to noncontrolling interests																														(302,000)							(302,000)
Balance at Sep. 30, 2019	$ 4,000	$ 10,000									$ 9,000									301,955,000	(301,068,000)	(360,000)							550,000	3,987,000							4,537,000
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2019											773,348
Preferred Stock, Shares Outstanding, Ending Balance at Sep. 30, 2019	425,750	967,742
Balance at Dec. 31, 2019	$ 10,000										$ 52,000									302,118,000	(308,136,000)	(283,000)							(6,239,000)	3,703,000							$ (2,536,000)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019											5,157,390																										5,157,390
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019	977,865	8,996
Issuance of Stock for payment of interest on Note										$ 2,000									$ 418,000	63,000								$ 420,000	63,000							$ 420,000	$ 63,000
Issuance of Stock for payment of interest on Note (in shares)	10,123									236,077
Conversion of Stock and Notes into Common Stock				$ 9,000						$ 14,000			$ (9,000)						1,321,000				$ 0					1,335,000			$ 0					1,335,000
Conversion of Stock and Notes into Common Stock (in shares)		(7,465)		930,326						1,430,647
Direct offerings of registered Common Stock											$ 82,000									4,176,000									4,258,000								4,258,000
Direct offerings of registered Common Stock (in shares)											8,210,239
Exercise of Warrants into Common Stock							$ 26,000									$ 3,096,000									$ 3,122,000								$ 3,122,000
Exercise of Warrants into Common Stock (in shares)							2,578,455																										4,173,948
Issuance of Common Stock for services											$ 1,000									134,000									135,000								135,000
Issuance of Common Stock for services (in shares)											58,333
Stock-based compensation																				72,000									72,000								72,000
Net income (loss) for the period																					(10,617,000)								(10,617,000)	(108,000)							(10,725,000)
Contributions from noncontrolling interests																														117,000							117,000
Balance at Mar. 31, 2020	$ 10,000										$ 186,000									311,389,000	(318,753,000)	(283,000)							(7,451,000)	3,712,000							(3,739,000)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2020											18,601,467
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2020	987,988	1,531
Balance at Dec. 31, 2019	$ 10,000										$ 52,000									302,118,000	(308,136,000)	(283,000)							(6,239,000)	3,703,000							$ (2,536,000)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019											5,157,390																										5,157,390
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019	977,865	8,996
Stock option exercises (in shares)																																					4,167
Net income (loss) for the period																																					$ (75,839,000)
Balance at Sep. 30, 2020											$ 691,000									438,214,000	(382,941,000)	(250,000)							55,714,000	2,657,000							$ 58,371,000
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2020											69,076,888																										69,076,888
Balance at Mar. 31, 2020	$ 10,000										$ 186,000									311,389,000	(318,753,000)	(283,000)							(7,451,000)	3,712,000							$ (3,739,000)
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2020											18,601,467
Preferred Stock, Shares Outstanding, Beginning Balance at Mar. 31, 2020	987,988	1,531
Issuance of Stock for payment of interest on Note										$ 1,000									41,000									42,000								42,000
Issuance of Stock for payment of interest on Note (in shares)										88,508
Conversion of Stock and Notes into Common Stock	$ (10,000)		$ 5,000	$ 3,000				$ 48,000		$ 108,000		$ 5,000	$ (3,000)				$ 10,551,000		14,197,000							$ 10,599,000		14,305,000						$ 10,599,000		14,305,000
Conversion of Stock and Notes into Common Stock (in shares)	(987,988)	(1,531)	510,460	291,619				4,761,906		10,789,591
Direct offerings of registered Common Stock											$ 122,000									38,275,000									38,397,000								$ 38,397,000
Direct offerings of registered Common Stock (in shares)											12,235,911
Exercise of Warrants into Common Stock							$ 24,000	$ 16,000	$ 2,000							$ 5,891,000	4,092,000	$ 4,000							$ 5,915,000	4,108,000	$ 6,000						$ 5,915,000	4,108,000	$ 6,000
Exercise of Warrants into Common Stock (in shares)							2,382,835	1,622,149	201,667																								2,983,164
Conversion of Stock, Amount Converted					$ 24,000	$ 5,000		$ 21,000						$ 6,410,000	$ (5,000)		11,734,000							$ 6,434,000		11,755,000						$ 6,434,000	$ 1,590,525	11,755,000
Conversion of Stock, Shares Converted					2,385,528	527,669		2,062,126																							291,619						510,460
Stock-based compensation																				424,000									424,000								$ 424,000
Issuance of restricted stock (in shares)											12,500
Fractional shares retired in reverse stock split											(23)
Foreign currency translation																						15,000							15,000								15,000
Net income (loss) for the period																					(58,078,000)								(58,078,000)	(393,000)							(58,471,000)
Distributions to noncontrolling interests																														(129,000)							(129,000)
Balance at Jun. 30, 2020											$ 565,000									403,005,000	(376,831,000)	(268,000)							26,471,000	3,190,000							29,661,000
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2020											56,473,913
Issuance of Stock for payment of interest on Note																	$ 35,000									$ 35,000								$ 35,000
Issuance of Stock for payment of interest on Note (in shares)								47,305
Conversion of Stock and Notes into Common Stock										$ 13,000									$ 3,350,000									$ 3,363,000								$ 3,363,000
Conversion of Stock and Notes into Common Stock (in shares)										1,276,270
Direct offerings of registered Common Stock											$ 112,000									31,350,000									31,462,000								31,462,000
Direct offerings of registered Common Stock (in shares)											11,216,932
Stock-based compensation																				470,000									470,000								470,000
Stock option exercises																				5,000									5,000								5,000
Stock option exercises (in shares)											4,167
Issuance of restricted stock											$ 1,000									(1,000)
Issuance of restricted stock (in shares)											58,301
Foreign currency translation																						18,000							18,000								18,000
Net income (loss) for the period																					(6,110,000)								(6,110,000)	(533,000)							(6,643,000)
Balance at Sep. 30, 2020											$ 691,000									$ 438,214,000	$ (382,941,000)	$ (250,000)							$ 55,714,000	$ 2,657,000							$ 58,371,000
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2020											69,076,888																										69,076,888

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities
Net loss	$ (75,839)	$ (13,571)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants and conversion options	50,917	780
Depreciation and amortization	3,875	4,692
Impairment/disposal of assets	6,319	936
Accretion of debt discount on notes	1,070	1,293
Amortization of operating lease right of use asset	1,568	2,101
Issuance of shares of Common Stock for payment of interest	497
Issuance of Series F Convertible Preferred Stock		1,131
Issuance of shares of Series E Preferred Stock for payment of interest	63
Loss on the extinguishment of debt	182
Debt conversion expense		1,547
Issuance of shares of Common Stock for services	135
Amortization of debt issuance costs	125	138
Allowance for doubtful accounts	80
Stock-based compensation	966	266
Impairment of cost method investment		1,188
Issuance of warrants		689
Changes in assets and liabilities:
Decrease (increase) in inventory	9	(72)
(Increase) decrease in other current assets and other assets	(376)	574
Decrease in lease liabilities	(2,118)	(2,101)
Increase in other liabilities	2
Decrease in accounts payable, accrued expenses and other	(4,401)	(373)
Net cash used in operating activities	(16,926)	(782)
Cash flows from investing activities
Acquisition of property and equipment	(3,099)	(1,641)
Acquisition of software	(380)
Net cash used in investing activities	(3,479)	(1,641)
Cash flows from financing activities
Proceeds from direct offerings of Common Stock and warrants	74,125
Proceeds from borrowings under Paycheck Protection Program	5,653
Proceeds from additional borrowing from B3D	500
Proceeds from stock option exercises	5
Proceeds from funding advance	910
Repayment of funding advance	(819)
Issuance of Calm Note		2,500
Debt issuance costs		(220)
Payments on convertible notes		(129)
Contributions from noncontrolling interests	117	16
Distributions to noncontrolling interests	(129)	(642)
Net cash provided by financing activities	80,362	1,525
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3	(109)
Increase (decrease) in cash, cash equivalents and restricted cash	59,960	(1,007)
Cash, cash equivalents, and restricted cash at beginning of the period	2,635	3,890
Cash, cash equivalents, and restricted cash at end of the period	62,595	2,883
Cash paid during the period for
Interest	187	628
Income taxes	11	35
Non-cash investing and financing transactions
Conversion of notes and interest into common stock		$ 2,728
Calm Warrants
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants and conversion options	15,480
Accretion of debt discount on notes	187
B3D Conversion Option
Non-cash investing and financing transactions
Conversion of notes and interest into common stock	19,003
Calm Notes
Non-cash investing and financing transactions
Conversion of notes and interest into common stock	10,599
Calm Warrants
Non-cash investing and financing transactions
Exercise and exchange of warrants into Common Stock	15,863
May 2018 Class A Warrants
Non-cash investing and financing transactions
Exercise and exchange of warrants into Common Stock	15,471
Series E Convertible Preferred Stock [Member]
Non-cash investing and financing transactions
Conversion of Preferred Stock into Common Stock	10
Series F Convertible Preferred Stock [Member]
Non-cash investing and financing transactions
Conversion of Preferred Stock into Common Stock	$ 12

General	9 Months Ended
General	Sep. 30, 2020
General
General	Note 1. General Overview XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”) is a health and wellness services company. The Company is a leading airport retailer of spa services through the Company’s XpresSpa™ locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products (“XpresSpa”). In June 2020, the Company’s subsidiary, XpresTest, Inc. (“XpresTest”), launched XpresCheck™ Wellness Centers also in airports, offering its COVID-19 and other medical diagnostic testing services to airport employees and to the traveling public as well. The Company currently has two reportable operating segments: XpresSpa and XpresTest. Basis of Presentation and Principals of Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as amended. The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited annual financial statements but does not include all information required by GAAP for annual financial statements. The financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three and nine-month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Split On June 11, 2020, the Company effected a 1-for-3 reverse stock split, whereby every three shares of its Common Stock was reduced to one share of its Common Stock and the price per share of its Common Stock was multiplied by 3. All references to shares and per share amounts have been adjusted to reflect the reverse stock split. Recent Developments Newly launched XpresCheck™ Wellness Centers On May 22, 2020, the Company announced the signing of a contract with JFK International Air Terminal LLC (“JFKIAT”) to pilot test our concept of providing diagnostic COVID-19 tests. To facilitate the JFK pilot test, the Company signed an agreement with JFKIAT for a new modular constructed testing facility within the terminal that hosts nine separate testing rooms. The pilot test at JFK launched on June 22, 2020. On August 13, 2020, the Company announced that it had signed a contract with the Port Authority of New York and New Jersey to provide diagnostic COVID-19 testing at Newark Liberty International Airport through its XpresCheck™ Wellness Centers. The Company built a modular constructed testing facility that will hosts six separate testing rooms. The facility opened on August 17, 2020. On October 26, 2020, the Company announced that it had expanded its testing services beyond COVID-19 to offer additional rapid testing services for other communicable diseases including influenza, mononucleosis and group A streptococcus, as well as this season’s 2020/21 flu vaccine and a quadrivalent high-dose flu vaccine recommended for seniors. On October 28, 2020, the Company announced the opening of an XpresCheck™ Wellness Center at Boston’s Logan International Airport. It contains seven separate testing rooms to provide diagnostic COVID-19 testing. Through its XpresCheck™ Wellness Centers and under the terms of Managed Services Agreements (“MSAs”) with a physician’s practice, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. As a result of uncertainties around the cash flows of the XpresCheck™ Wellness Centers, management concludes that the collectability criteria to qualify as a contract under ASC 606 is not met, and no revenue associated with the monthly management fee will be recognized at this point from the management services agreements. The Company will only recognize the management fee as revenue when a subsequent reassessment results in the management services agreements meeting the collectability criteria. As of September 30, 2020, management fees owed to the Company, but not recognized as revenue, is $1,197. Effect of Coronavirus on Business On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. The outbreak is having an impact on the global economy, resulting in rapidly changing market and economic conditions. National and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain non-essential businesses, curfews, shelter-in-place orders and recommendations to practice social distancing, and many jurisdictions are have begun to re-impose stricter measures in response to increasing infection rates. The outbreak and associated restrictions on travel that have been implemented have had a material adverse impact on the Company’s XpresSpa business and cash flow from operations, similar to many businesses in the travel sector. Effective March 24, 2020, the Company temporarily closed all global XpresSpa spa locations, largely due to the categorization of the spa locations by local jurisdictions as “non-essential services.” Substantially all of our spa locations remain closed. The Company intends to reopen its XpresSpa spa locations and resume normal operations once restrictions are lifted and airport traffic returns to sufficient levels to support operations. The impact of COVID-19 is unknown and may continue as the rates of infection have increased in many states in the U.S., thus additional restrictive measures may be necessary. As a result, management has concluded that there was a long-lived asset and definite-lived intangible asset impairment triggering event on its XpresSpa segment during the six months ended June 30, 2020 which would require management to perform an impairment evaluation of XpresSpa’s property and equipment, intangible assets and operating lease right of use assets of $21,088 (before any impairment adjustments) as of June 30, 2020. Based upon the results of the impairment test, we recorded an impairment expense related to property and equipment and operating lease right of use assets of $1,821 and $2,238, respectively, during the three months ended June 30, 2020. We completed an assessment of XpresSpa’s intangible assets for impairment as of June 30, 2020 based on management’s expectation of resuming normal operations at its XpresSpa spa locations, and no impairment was indicated at the time. As of September 30, 2020, management has reassessed its projections in light of the continuing effect the pandemic is having on our market and economic conditions in the industry in which we operate. We completed an assessment of XpresSpa’s property and equipment and operating lease right of use assets for impairment as of September 30, 2020. Based upon the results of the impairment test, we recorded an impairment expense related to property and equipment and operating lease right of use assets of $1,111 and $1,116, respectively, during the three months ended September 30, 2020, which is included in Impairment/disposal of assets in the Company’s condensed consolidated statements of operations and comprehensive loss. The expense was primarily related to the impairment of leasehold improvements made to certain XpresSpa spa locations and operating lease right of use assets where management determined that the locations’ discounted future cash flows were not sufficient to recover the carrying value of these assets over the remaining lease term. The property and equipment and right of use asset net balances decreased approximately 15% and 21%, respectively as a result of recording the impairment charges as of September 30, 2020. During the nine-month period ended September 30, 2020, property and equipment, net decreased $1,969 as a result of impairment of $2,932, loss on disposal of $33 and depreciation expense of $2,133, offset by purchases of $3,129. For the nine months ended September 30, 2020, the Company has recorded impairment of operating lease right of use assets of $3,354. The impairment expense represents the excess of the carrying value of these assets over the estimated future discounted cash flows. Management calculated the future cash flows of each location using a present value income approach. The sum of expected cash flows for the remainder of the lease term for each location was present valued at a discount rate of 9.0%, which represents the current borrowing rate of our B3D Note. We believe that this rate incorporates the time value of money and an appropriate risk premium. We completed an assessment of XpresSpa’s intangible assets for impairment as of September 30, 2020. The Company reassessed its projections and based on management’s expectation of resuming normal operations, and no impairment was indicated at this time. The full extent to which COVID-19 will impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact. Management will continue to evaluate and assess its projections. The impact of the COVID-19 pandemic could continue to have a material adverse effect on our business, results of operations, financial condition, liquidity and prospects in the near-term and beyond 2020. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic and the Company’s newly launched XpresCheck™ Wellness Centers on its results of operations, financial condition and cash flows is highly uncertain and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. The success or failure of the Company’s newly launched XpresCheck™ Wellness Centers could also have a material effect on the Company’s business. Airport Rent Concessions The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the period of relief from these payments range from three to sixteen months and began in March 2020. The Company received minimum guaranteed payment concessions of $611 and $1,379 for the three and nine months ended September 30, 2020. We expect to realize additional rent concessions while our XpresSpa locations remain closed. Liquidity and Financial Condition As of September 30, 2020, the Company had cash and cash equivalents, excluding restricted cash, of $61,894, total current assets of $63,868, total current liabilities of $14,289 and positive working capital of $49,579, compared to a working capital deficiency of $12,287 as of December 31, 2019. During the nine months ended September 30, 2020, to address the Company’s historical working capital deficiencies, and its outstanding long-term debt, the Company raised $74,125 in a series of registered direct equity offerings, net of $9,150 in broker commissions, legal fees and other related offering expenses. The Company settled long-term debt by converting $7,670 of principal on the B3D Note and the entire $2,500 Calm Note to Common Stock. The Company also paid in full the short-term $910 advance funding owed to Credit Cash, recognizing a gain of $91. Finally, on May 1, 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) promissory note in the principal amount of $5,653. See Note 7. Debt. The report of the Company’s independent registered public accounting firm on its financial statements for the year ended December 31, 2019 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern. The Company believes that as a result of the transactions that have occurred in 2020, it has successfully mitigated the substantial doubt raised by its historical operating results and will satisfy its liquidity needs for at least twelve months from the date of issuance of these financial statements. However, while the Company has addressed its working capital deficiency and long-term debt, while continuing to focus on its overall operating profitability, the Company expects to incur net losses in the foreseeable future. In addition, the ultimate duration and severity of the ongoing COVID-19 pandemic is uncertain at this time, and may result in additional material adverse impacts on our liquidity position and access to capital. Therefore, we cannot predict with certainty that the results of our actions will satisfy our liquidity needs in the longer term.

Significant Accounting and Reporting Policies	9 Months Ended
Significant Accounting and Reporting Policies	Sep. 30, 2020
Significant Accounting and Reporting Policies
Significant Accounting and Reporting Policies	Note 2. Significant Accounting and Reporting Policies (a) Revenue Recognition Policy The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at our stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for our single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. Through its XpresCheck™ Wellness Centers and under the terms of Managed Services Agreements (“MSAs”) with a physician’s practice, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. As a result of uncertainties around the cash flows of the XpresCheck™ Wellness Centers, management concludes that the collectability criteria to qualify as a contract under ASC 606 is not met, and no revenue associated with the monthly management fee will be recognized at this point from the management services agreements. The Company will only recognize the management fee as revenue when a subsequent reassessment results in the management services agreements meeting the collectability criteria. As of September 30, 2020, management fees owed to the Company, but not recognized as revenue, is $1,197. The Company has a franchise agreement with an unaffiliated franchisee to operate an XpresSpa location. Under the Company’s franchising model, all initial franchising fees relate to the franchise right, which is a single performance obligation that transfers over time. Upon receipt of the non-recurring, non-refundable initial franchise fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the franchise agreement. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in the Company’s XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the collaboration agreement. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets until remitted to state agencies. (b) Recently issued accounting pronouncements Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issued in August 2020, this update is intended to reduce the unnecessary complexity of the current guidance thus resulting in more accurate accounting for convertible instruments and consistent treatment from one entity to the next. Under current GAAP, there are five accounting models for convertible debt instruments. Except for the traditional convertible debt model that recognizes a convertible debt instrument as a single debt instrument, the other four models, with their different measurement guidance, require that a convertible debt instrument be separated (using different separation approaches) into a debt component and an equity or a derivative component. Convertible preferred stock also is required to be assessed under similar models. The Financial Accounting Standard Board (“FASB”) decided to simplify the accounting for convertible instruments by removing certain separation models currently included in other accounting guidance that were being applied to current accounting for convertible instruments. Under the amendments in this update, an embedded conversion feature no longer needs to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The Board also decided to add additional disclosure requirements in an attempt to improve the usefulness and relevance of the information being provided. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements. Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Issued in January 2020, the amendments in this update affect all entities that apply the guidance in Topics 321, 323, and 815 and (1) elect to apply the measurement alternative or (2) enter into a forward contract or purchase an as option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting. The Company applies the guidance included in Topic 815 to its derivative liabilities but does not intend on applying the new measurement alternative included in the update. The new standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements. Accounting Standards Update No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Issued in December 2019, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to guidance in Topic 740. The specific areas of potential simplification were submitted by stakeholders as part of the FASB’s simplification initiative. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements. (c) Recently adopted accounting pronouncements Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”) On January 1, 2020 the Company adopted ASU No. 2016-13 using a modified-retrospective approach. This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. Adoption of this standard did not result in an adjustment to opening accumulated deficit and did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Standards Update No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU No. 2018-13”) On January 1, 2020, the Company adopted ASU No. 2018-13. This amendment provides updates to the disclosure requirements on fair value measures in Topic 820, which includes the changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements, the option of additional quantitative information surrounding unobservable inputs and the elimination of disclosures around the valuation processes for Level 3 measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty have been applied prospectively beginning in the quarter ended March 31, 2020. All other amendments have been applied retrospectively to all periods presented. Adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. (d) Presentation Certain balances in the 2019 financial statements have been reclassified to conform to the presentation in the 2020 financial statements, primarily the classification and presentation of certain items in the operating activities section of the statement of cash flows and the loss from operations before income taxes section of the statement of operations and comprehensive loss. Such reclassifications did not have a material impact on the condensed consolidated financial statements.

Potentially Dilutive Securities

9 Months Ended

Sep. 30, 2020

Potentially Dilutive Securities

Potentially Dilutive Securities

Note 3. Potentially Dilutive Securities

The table below presents the computation of basic and diluted net loss per share of Common Stock:




	Three months ended				Nine months ended
	September 30,				September 30,
	2020		2019		2020		2019

Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(6,110)	$	(4,844)	$	(74,805)	$	(14,155)
Less: deemed dividend on warrants and preferred stock		—		—		(945)		—
Net loss attributable to common shareholders	$	(6,110)	$	(4,844)	$	(75,750)	$	(14,155)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		61,106,894		2,875,501		35,309,004		2,236,323
Basic and diluted net loss per share	$	(0.10)	$	(1.68)	$	(2.15)	$	(6.33)

Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Both vested and unvested options to purchase an equal number of shares of Common Stock		706,073		59,410		706,073		59,410
Unvested RSUs to issue an equal number of shares of Common Stock		—		12,500		—		12,500
Warrants to purchase an equal number of shares of Common Stock		20,818,889		487,414		20,818,889		487,414
Preferred stock on an as converted basis		—		287,345		—		287,345
Convertible notes on an as converted basis		438,017		—		438,017		—
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		21,962,979		846,669		21,962,979		846,669

Intangible Assets

9 Months Ended

Sep. 30, 2020

Intangible Assets

Intangible Assets

Note 5. Intangible Assets

The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following:


	September 30, 2020						December 31, 2019
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	$	13,309	$	(8,373)	$	4,936	$	13,309	$	(6,709)	$	6,600
Software		692		(207)		485		312		(129)		183
Total intangible assets	$	14,001	$	(8,580)	$	5,421	$	13,621	$	(6,838)	$	6,783

The Company’s trade name relates to the value of the XpresSpa trade name, and software relates to certain capitalized third-party costs related to a new point-of-sale system and website.

The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $603 and $583 during the three months ended September 30, 2020 and 2019, respectively, and $1,742 and $1,727 during the nine months ended September 30, 2020 and 2019, respectively.

Based on the intangible assets balance as of September 30, 2020, the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows:


Calendar Years ending December 31,	Amount
Remainder of 2020	$	616
2021		2,400
2022		2,336
2023		68
2024		1
Total	$	5,421

Leases

9 Months Ended

Sep. 30, 2020

Leases

Leases

Note 6. Leases

The Company leases its retail and diagnostic testing locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. Certain leases entered into by the Company fall under ASU No. 2016-02, Leases (“ASC 842”). At inception, the Company determines if a lease qualifies under ASC 842. Certain of the Company’s lease arrangements contain fixed payments throughout the term of the lease, while others involve a variable component to determine the lease obligation wherein a certain percentage of sales is used to calculate the lease payment.

All qualifying leases held by the Company are classified as operating leases. Operating lease right of use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease right of use assets and operating lease liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. The Company records its operating lease right of use assets and operating lease liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate as of the commencement date of the lease, which approximates the rate at which the Company can borrow funds on a secured basis, in determining the present value of the guaranteed lease payments.

The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any leases should be accounted for pursuant to the guidance in ASC 842. The Company recalculates the right of use asset and lease liability based on the modified lease terms and adjusts both balances accordingly.

The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the period of relief from these payments range from five to ten months and began in March 2020. The Company received minimum guaranteed payment concession of approximately $611 for the three months ended September 30, 2020 and $1,379 for the nine months ended September 30, 2020.

The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. XpresSpa has elected to not treat the concessions as lease modifications and will instead account for the lease concessions as if they were contemplated as part of the existing leases.

When a lessor grants a concession that contractually releases a lessee from certain lease payments or defers lease payments, a lessee may account for the concession as a negative variable lease payment and recognize negative variable lease expense in the period when the rent concession becomes accruable. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

During the nine months ended September 30, 2020, there were extensions of the terms of two of the Company’s leases for spa locations and one reduction in the lease term of another which were treated, for accounting purposes, as lease modifications. Accordingly, the Company recalculated the operating lease liability and operating lease right of use asset balance based upon the revised lease terms. The Company also adjusted the incremental borrowing rate on these leases from 11.24% to 9.0%, (the Company’s current incremental borrowing rate) as the change in terms were not contemplated when the original leases the were entered into. The lease modifications resulted in a net increase in operating lease liability and operating lease right of use asset balances of $641. The Company also entered into two new leases for its XpresCheck business which resulted in an increase in operating lease liability and operating lease right of use asset balances of approximately $170.

As part of the XpresCheck™ Wellness Center service offering, on August 20, 2020 XpresTest executed a Master Agreement (“Abbott Master Agreement” or “Agreement”) with Abbott Laboratories (“Abbott”) to purchase $3,690 of testing supplies. Additionally, per the Agreement, Abbott has provided the Company the right to use Abbott-owned equipment to process the tests for one year, at no additional cost. The Company assessed the arrangement and concluded that the arrangement contains an embedded lease since the Abbot-owned equipment meets the criteria to be an operating lease under ASC 842. Accordingly, the Company allocated the overall consideration of the contract to the lease and non-lease components using their estimated relative stand-alone selling prices and consequently allocated $92 to the equipment and $3,598 to the testing supplies. Since the contract term of the Agreement is twelve months, in accordance with the Company policy for short-term leases under ASC 842, the Company did not recognize an operating lease right of use asset or operating lease liability for the equipment lease. Instead, the Company recognized the short-term lease as an expense on a straight-line basis over the lease term.

As a result of the temporary closure of all of its spas in March 2020, management has concluded that there was an impairment triggering event which would require management to assess its operating lease right of use assets for impairment. The Company completed its assessment as of September 30, 2020. Based upon the results of the impairment test, the Company recorded an impairment expense related to operating lease right of use assets of $1,116 and $3,354 during the three and nine months ended September 30, 2020, respectively. See Note 1. General for further discussion.

Supplemental cash flow information related to leases for the nine months ended September 30, 2020 and 2019 were as follows:


	Nine months ended September 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,074)	$	(2,085)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(811)	$	(12,340)
Leased assets surrendered in exchange for termination of operating lease liabilities	$	—	$	421

As of September 30, 2020, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remainder of 2020	$	941
2021		3,168
2022		2,396
2023		1,638
2024		941
Thereafter		934
Total future lease payments		10,018
Less: interest expense at incremental borrowing rate		(1,830)
Net present value of lease liabilities	$	8,188

Other assumptions and pertinent information related to the Company’s accounting for operating leases are:


Weighted average remaining lease term:	3.8	years
Weighted average discount rate used to determine present value of operating lease liability:	10.72	%

Cash paid for minimum annual rental obligations was $282 and $967 for the three months ended September 30, 2020 and 2019, respectively, and $1,243 and $3,223 for the nine months ended September 30, 2020 and 2019, respectively.

Variable lease payments calculated monthly as a percentage of product and services revenue were $45 and $797 for the three months ended September 30, 2020 and 2019, respectively, and $530 and $2,293 for the nine months ended September 30, 2020 and 2019, respectively.

Debt

9 Months Ended

Sep. 30, 2020

Debt

Debt

Note 7. Debt

Total Debt as of September 30, 2020 and December 31, 2019 is comprised of the following:


	September 30, 2020		December 31, 2019
Convertible B3D Note, net of $61 and $2,420 in unamortized debt discount and debt issuance costs as of September 30, 2020 and December 31, 2019, respectively	$	169	$	4,580
Promissory note, unsecured		5,653		—
Convertible Calm Note, net of $1,318 in unamortized debt discount and debt issuance costs as of December 31, 2019		—		1,182
Total debt	$	5,822	$	5,762

B3D 9% Senior Secured Note due May 31, 2021

On July 8, 2019, the Company entered into the fourth amendment to its existing credit agreement (the “Fourth Credit Agreement Amendment”) with B3D. As consideration for modifications agreed upon in the Fourth Credit Agreement Amendment, the principal amount owed to B3D was increased to $7,000.

On January 9, 2020, as compensation for the consent of B3D to the CC Agreement, the Company entered into the Fifth Credit Agreement Amendment with B3D in order to (i) increase the principal amount owed to B3D from $7,000 to $7,150, which additional $150 in principal and any interest accrued thereon will become convertible, at B3D’s option, into shares of the Company’s Common Stock upon receipt of the approval of the Company’s stockholders, which was obtained on May 28, 2020 and (ii) provide for the advance payment of 97,223 shares of Common Stock in satisfaction of the interest payable pursuant to the B3D Note for the months of October, November and December 2020. The Common Stock was issued to B3D on January 14, 2020. The Company capitalized a $150 fee charged by the lender to consent to the CC Agreement.

The total of fees paid to the lender as consideration for entering into the Fourth and Fifth Credit Agreement Amendments of $650 was capitalized and was being amortized over the remaining term of the B3D Note. The Company recorded amortization expense of $62, which is included in Interest expense in the Company’s condensed consolidated statements of operations and comprehensive loss, related to these capitalized costs in the first quarter of 2020.

On March 6, 2020, XpresSpa Holdings entered into the Sixth Credit Agreement Amendment with B3D in order to, among other provisions, (i) increase the principal amount owed to B3D from $7,150 to $7,900, which additional $750 in principal, comprised of $500 in new funding and $250 in debt issuance costs, and any interest accrued thereon will be convertible, at B3D’s option, into shares of the Company’s Common Stock subject to receipt of the approval of the Company’s stockholders which was obtained on May 28, 2020 and (ii) decrease the conversion rate under the B3D Note from $6.00 per share to $1.68 per share. On March 19, 2020, the conversion rate was further reduced to $0.525 per share after giving effect to certain anti-dilution adjustments.

The Sixth Credit Agreement Amendment was accounted for as an extinguishment of debt in the Company’s condensed consolidated financial statements. In March 2020, the Company extinguished debt with a carrying value of $4,829, net of unamortized debt discount of $1,845 and unamortized debt issuance costs of $476. In addition, the Company extinguished $2,048 of derivative liability, which represented the estimated fair value of the conversion option based upon provisions included in the Fifth Credit Agreement Amendment. The Company determined that the conversion option in the Sixth Credit Agreement Amendment should be bifurcated from the host instrument and engaged a third party to assess the fair value of the conversion option. As a result, the Company recorded debt with a carrying value of $3,994, net of a debt discount of $3,656 and debt issuance costs of $250, and a derivative liability of $3,656. The Company recognized a loss on the extinguishment of debt of $273 during the nine months ended September 30, 2020, which represents the difference between the carrying amount of the debt recorded under the Fourth and Fifth Credit Agreement Amendments and the debt recorded under the Sixth Credit Agreement Amendment and is included in Other non-operating income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

Subsequent to the Sixth Credit Agreement Amendment and during the nine months ended September 30, 2020, B3D elected to convert a total of $7,670 of principal into shares of Common Stock at conversion prices of $1.68 and $0.525. As a result, approximately $14,485 of derivative liability was settled and reclassified to equity, the Company wrote off $2,957 of unamortized debt discount and $195 of unamortized debt issuance costs, and 13,496,508 shares of Common Stock were issued. During the three months ended September 30, 2020, B3D elected to convert $670 of principal into shares of Common Stock at a conversion price of $0.525. As a result, approximately $2,929 of derivative liability was settled and reclassified to equity, the Company wrote off $184 of unamortized debt discount and $10 of unamortized debt issuance costs, and 1,276,270 shares of Common Stock were issued. The Company engaged an independent third party to assess the fair value of the conversion option in the B3D Note at each conversion date as well as at the end of each reporting period. At September 30, 2020, the fair value of the conversion option that was bifurcated from the B3D Note was estimated to be $681 and is included in Derivative liabilities in the condensed consolidated balance sheet. The Company recognized a revaluation gain related to the derivative liability of $2,750 during the three months ended September 30, 2020 and an overall loss of $11,761 during the nine months ended September 30, 2020, which is included in Loss on revaluation of warrants and conversion options in the condensed consolidated statements of operations and comprehensive loss.

A total of $62 and $883 of accretion expense on the debt discount was recorded in the three and nine months ended September 30, 2020, respectively, which is included in Interest expense in the condensed consolidated statements of operations and comprehensive loss and increased the carrying value of the B3D Note. Total amortization expense related to the B3D Note debt issuance costs was $6 and $95 for the three and nine months ended September 30, 2020, respectively, which is included in Interest expense in the condensed consolidated statements of operations and comprehensive loss. The balance of the debt issuance costs related to the B3D Note was $4 as of September 30, 2020 and is presented as a reduction of the B3D Note balance in the Company’s condensed consolidated balance sheet.

The B3D Note is guaranteed on a full, unconditional, joint, and several basis, by XpresSpa Group and all wholly owned subsidiaries of XpresSpa Holdings (the “Guarantor Subsidiaries”). Under the terms of a security and guarantee agreement dated July 8, 2019, XpresSpa Group and the Guarantor Subsidiaries each fully and unconditionally, jointly and severally, guarantee the payment of interest and principal on the B3D Note. XpresSpa Holdings pledged and granted to B3D a first priority security interest in, among other things, all of its equity interests in XpresSpa Holdings and all of its rights to receive distributions, cash or other property in connection with Holdings. The Company does not present separate consolidating financial statements of XpresSpa Group, XpresSpa Holdings and the Guarantor Subsidiaries as each entity has guaranteed the B3D Note, so each entity is equally responsible for its payment.

On October 6, 2020, B3D converted the remaining $230 of principal outstanding on the B3D Note into shares of Common Stock at a conversion price of $0.525 per share, effectively terminating the credit agreement and releasing all related liens.

Credit Cash Funding Advance

On January 9, 2020, certain wholly-owned subsidiaries (the “CC Borrowers”) of the Company entered into an accounts receivable advance agreement (the “CC Agreement”) with CC Funding, a division of Credit Cash NJ, LLC (the “CC Lender”). Pursuant to the terms of the CC Agreement, the CC Lender agreed to make an advance of funds in the amount of $1,000 for aggregate fees of $160, for a total repayment amount of $1,160. On June 1, 2020, the CC Borrowers entered into a payoff letter (the “Payoff Letter”) with the CC Lender pursuant to which the CC Agreement was terminated. Under the terms of the Payoff Letter, the Company repaid $733 owed under the CC Agreement as of June 1, 2020 and recognized a gain for early payment of the debt of approximately $91, which is included in Other non-operating expense, net in the Company’s condensed consolidated statement of operations and comprehensive loss for the three months ended September 30, 2020. The CC Lender released all security interests held on the assets of the CC Borrowers, including the CC Borrowers’ existing and future accounts receivables and other rights to payment on June 1, 2020.

Paycheck Protection Program

On May 1, 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) promissory note in the principal amount of $5,653 payable to Bank of America, NA (the “Bank of America”) evidencing a PPP loan (the “PPP Loan”). The PPP Loan bears interest at a rate of 1% per annum. No payments will be due on the PPP Loan during a six-month deferral period commencing on May 2, 2020. Commencing one month after the expiration of the deferral period, and continuing on the same day of each month thereafter until the maturity date of the PPP Loan, the Company will be obligated to make monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the PPP Loan by the maturity date. The maturity date is May 2, 2022. The principal amount of the PPP Loan is subject to forgiveness under the PPP upon the Company’s request to the extent that PPP Loan proceeds are used to pay expenses permitted by the PPP. Bank of America may forgive interest accrued on any principal forgiven if the SBA pays the interest. At this time, there can be no assurance that any part of the PPP Loan will be forgiven. The PPP Loan contains customary borrower default provisions and lender remedies, including the right of Bank of America to require immediate repayment in full the outstanding principal balance of the PPP Loan with accrued interest. As of September 30, 2020, $23 of interest has been accrued and is included in Accounts payable, accrued expenses and other in the condensed consolidated balance sheet.

Calm 5% Note due May 2022

On July 8, 2019, the Company entered into a securities purchase agreement with Calm.com, Inc. (“Calm”) pursuant to which the Company agreed to sell (i) an aggregate principal amount of $2,500 in an unsecured convertible note (the “Calm Note”), which is convertible into shares of Series E Convertible Preferred Stock at a conversion price of $6.00 per share of Common Stock equivalent (the “Series E Preferred Stock”) and (ii) warrants to purchase 312,500 shares of the Company’s Common Stock at an exercise price of $6.00 per share (the “Calm Warrants”). On March 6, 2020, the exercise price of the Calm Warrants was reduced to $1.68 per share and on March 19, 2020 further reduced to $.0525 per share, after giving effect to certain anti-dilution adjustments. The Calm Note is an unsecured subordinated obligation of the Company. The Calm Note matures on May 31, 2022, and bears interest at a rate of 5% per annum, subject to increase in the event of default. Interest on the Calm Note is payable in arrears and may be paid in cash, shares of Series E Preferred Stock or a combination thereof. The Company recorded derivative liabilities for the conversion feature and the Calm Warrants related to the issuance of the Calm Note on July 8, 2019, resulting in a debt discount of $1,369. During the nine months ended September 30, 2020, the Company recorded accretion expense on the debt discount of $187, which is included in Interest expense in the Company’s condensed consolidated statements of operations and comprehensive loss. In addition, the Company capitalized $220 of debt issuance costs related to the issuance of the Calm Note in 2019. During the nine months ended September 30, 2020, the Company recorded amortization expense on the debt issuance costs of $30, which is included in Interest expense in the Company’s condensed consolidated statements of operations and comprehensive loss.

On April 17, 2020, the Company and Calm amended and restated the Calm Note in order to provide, among other items, that Calm shall not have the right to convert the shares of Series E Preferred Stock issued in connection with the Calm Note into shares of Common Stock to the extent that such conversion would cause Calm to beneficially own in excess of the Beneficial Ownership Limitation, initially defined as 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series E Preferred Stock. On April 22, 2020, the Company further amended and restated the Calm Note, which had been transferred from Calm to B3D in a private transaction, in order to (i) reflect the transfer of the Calm Note to B3D and (ii) provide for the conversion of the Calm Note directly into Common Stock instead of into shares of the Company’s Series E Convertible Preferred Stock. Aside from the changes outlined above, the original terms of the Calm Note, including the underlying conversion price and the number of shares of Common Stock that may ultimately be issued in connection with the Calm Note, remain in effect and have not been changed.

During the three months ended June 30, 2020, the holder of the Calm Note elected to convert all $2,500 of principal into shares of Common Stock at a conversion price of $0.525. As a result, $9,200 of derivative liability was settled and reclassified to equity, the Company wrote off $947 of unamortized debt discount and $154 of unamortized debt issuance costs, and 4,761,906 shares of Common Stock were issued. The Company engaged an independent third party to assess the fair value of the conversion option in the Calm Note at each conversion date as well as at the end of each reporting period, resulting in a revaluation loss related to the derivative liability of $8,984 during the nine months ended September 30, 2020 which is included in Loss on revaluation of warrants and conversion options in the condensed consolidated statement of operations and comprehensive loss.

Loss on revaluation of warrants and conversion options

The Company engaged third-party valuation experts to provide the fair value of certain components of the debt, equity and derivative securities transactions as of each of the conversion, exercise and exchange dates during the three and nine months ended September 30, 2020. Loss on revaluation of warrants and conversion options is comprised of adjustments to the fair value of the derivative conversion option of the debt instruments and the fair value of the warrants, including a gain of $2,750 related to the B3D Note during the three months ended September 30, 2020 and losses of $11,761, $8,984, $15,480 and $14,692 related to the B3D Note, the Calm Note, the Calm Warrants and the Class A Warrants, respectively, during the nine months ended September 30, 2020.

May 2018 Convertible Notes

The Company recorded $817 and $54 in accretion of debt discount and amortization of debt issuance costs during the nine months ended September 30, 2019, respectively, related to its May 2018 convertible notes which were settled in June 2019.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders' Equity

Stockholders' Equity

Note 8. Stockholders’ Equity

See Note 7. Debt and Note 9. Derivative Liabilities and Fair Value Measurements for discussion of financing transactions that occurred during the nine months ended September 30, 2020.

Warrants

The following table represents the activity related to the Company’s warrants during the nine months ended September 30, 2020.


		Exercise
	No. of Warrants*	price range*
December 31, 2019	1,129,371	$	6.00 – 300.00
Granted	35,618,502	$	0.001 - 6.5663
Exercised	(12,602,972)	$	0.001 - 0.525
Exchanged	(3,317,054)	$	0.525
Expired	(8,958)	$	180.00
September 30, 2020	20,818,889	$	0.525 - 300.00

*Adjusted to reflect the impact of the 1:3 reverse stock split that became effective on June 11, 2020.

Warrant Exchanges

On March 19, 2020, the Company entered into separate Warrant Exchange Agreements (the “March Exchange Agreements”) with the holders of certain existing warrants (the “March Exchanged Warrants”) to exchange warrants for shares of the Company’s Common Stock, subject to receipt of the approval of the Company’s stockholders, which was obtained on May 28, 2020. The March Exchanged Warrants were originally issued (i) pursuant to a securities purchase agreement dated May 15, 2018, and (ii) in connection with the Agreement and Plan of Merger by and among the Company, FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC dated October 25, 2016, as subsequently amended. The holders of March Exchanged Warrants exchanged each of the March Exchanged Warrants for 1.5 shares of the Company’s Common Stock. During the three months ended June 30, 2020, pursuant to the March Exchange Agreements, the holders exchanged 1,942,131 of the March Exchanged Warrants for an aggregate of 2,913,197 shares of the Company’s Common Stock, which had an aggregate fair value of $6,434. On June 4, 2020, the Company entered into a Warrant Exchange Agreement (the “June Exchange Agreement”) with the holder of certain existing warrants (the “June Exchanged Warrants”) to exchange the June Exchanged Warrants for shares of Common Stock. Pursuant to the June Exchange Agreement, on the closing date the holder exchanged 1,374,750 of the June Exchanged Warrants for an aggregate of 2,062,126 shares of Common Stock which had an aggregate fair value of $11,755.

Registered Direct Common Stock Offerings

The Company sold a total of 6,511,280 shares of Common Stock and 1,900,625 of pre-funded warrants and received total proceeds of $4,207, net of financial advisory and consulting fees of $626, in connection with three registered direct offerings in March 2020. Subsequently, 1,900,625 pre-funded warrants were exercised for total proceeds of $57.

On April 6, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which it issued and sold, in a registered direct offering (i) 4,139,393 shares of Common Stock at an offering price of $0.66 per share and (ii) an aggregate of 481,818 pre-funded warrants exercisable for shares of Common Stock at an offering price of $0.63 per pre-funded warrant. The Company received proceeds of $2,792, net of $244 in financial advisory consultant fees. Each pre-funded warrant represented the right to purchase one share of Common Stock at an exercise price of $0.03 per share and was exercised in April 2020 for total proceeds of $14.

On June 17, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell 7,614,700 shares of the Company’s Common Stock at an offering price of $5.253 per share (the “Registered Offering”). In a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offerings”), the Company agreed to issue to the purchasers who participated in the Registered Offering warrants (the “Warrants”) exercisable for an aggregate of 7,614,700 shares of Common Stock at an exercise price of $5.25 per share. Each Warrant will be immediately exercisable and will expire 21 months from the issuance date. The Warrants and the shares of Common Stock issuable upon the exercise of the Warrants were not offered pursuant to a registration statement but were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. The Offerings closed on June 19, 2020 with the Company receiving gross proceeds of $40,000 before deducting placement agent fees and related offering expenses of $4,409. The shares of Common Stock issuable upon the exercise of the Warrants have now been registered for resale.

In connection with the Registered Offering, warrants to purchase 133,258 shares of our Common Stock were issued to Palladium Capital Advisors, LLC (“Palladium”) (the “Palladium Warrants”) at an exercise price equal to $5.25 per share and warrants to purchase 609,176 shares of our Common Stock were issued to H.C. Wainwright & Co., LLC (the “H.C.W. Warrants”) at an exercise price equal to $6.5663 per share pursuant to the respective placement agent agreements.

On August 25, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell in a registered direct offering 10,407,408 shares of the Company’s Common Stock and warrants exercisable for an aggregate of 11,216,932 shares of Common Stock at a combined offering price of $3.15 per share. The Warrants have an exercise price of $3.02 per share. The Company also offered and sold to certain purchasers pre-funded warrants to purchase an aggregate of 809,524 shares of Common Stock, in lieu of shares of Common Stock. Each pre-funded warrant represented the right to purchase one share of Common Stock at an exercise price of $0.001 per share and was exercised in August 2020. The offering closed on August 28, 2020 with the Company receiving gross proceeds of $35,333 before deducting placement agent fees and related offering expenses of $3,871.

In connection with the August offering, warrants to purchase 222,222 shares of our Common Stock were issued to Palladium at an exercise price equal to $3.02 per share and warrants to purchase 897,355 shares of our Common Stock were issued to H.C. Wainwright & Co., LLC at an exercise price equal to $3.9375 per share pursuant to the respective placement agent agreements.

Series E Convertible Preferred Stock

On March 31, 2020, the Company had outstanding 987,988 shares of Series E Preferred Stock. All outstanding shares were converted into 510,460 shares of Common Stock during the second quarter of 2020.

Series F Convertible Preferred Stock

The Series F Preferred Stock has a par value of $0.01 per share, a stated value of $100 per share, and was initially convertible into Common Stock at an exercise price of $6.00 per share. On March 6, 2020, the exercise price was reduced from $6.00 to $1.68 and on March 19, 2020 was reduced again to $0.525 after giving effect to certain anti-dilution adjustments. When a reporting entity changes the terms of its outstanding preferred stock, it must assess whether the changes should be accounted for as either a modification or an extinguishment. The Company engaged an independent third party to perform an appraisal to determine the fair value of the Series F Preferred Stock before and after the reduction of the exercise price. The results of the fair value assessment indicated that the fair values before and after the reduction of the exercise price was not substantially different (in practice, substantially different has been interpreted to be greater than 10%). Therefore, the Company did not record an adjustment to the Series F Preferred Stock in 2020.

On March 31, 2020, the Company had outstanding 1,531 shares of Series F Convertible Preferred Stock. These shares were converted into 291,619 shares of Common Stock during the second quarter of 2020.

Stock-based Compensation

The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2012 Plan”), a maximum of 840,000 shares of Common Stock may be awarded.

Awards granted under the 2012 Plan remain in effect pursuant to their terms. Generally, stock options are granted with exercise prices equal to the fair market value on the date of grant, vest in four equal quarterly installments, and expire 10 years from the date of grant. RSUs granted generally vest over a period of one year.

In February 2019, the Company granted a total of 10,833 stock options to members of its Board of Directors and 25,000 stock options to the Company’s newly elected Chief Executive Officer at an exercise price of $12.60 per share. The Board of Directors options vest over a period of one year and the Chief Executive Officer’s options vest over a period of four years. The Company also granted 12,500 restricted shares of Common Stock to its newly elected Chief Executive Officer. The restricted shares vested in full on February 10, 2020.

In January 2020, the Company issued 20,000 restricted stock units (the “RSU’s) to two consultants. The RSU’s vest upon satisfaction of certain performance targets. As of September 30, 2020, all of the RSU’s have vested.

In April 2020, the Company granted a total of 625,009 stock options to members of its Board of Directors and certain employees. The options were 25% immediately vested and 25% vest on last day of each of the subsequent calendar quarters. The exercise price is $1.53 per share.

In September 2020, the Board of Directors approved a new stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the Company’s directors, employees and consultants. Under the 2020 Equity Incentive Plan (the “2020 Plan”), a maximum of 5,000,000 shares of Common Stock may be issued, subject to receiving shareholder approval which was subsequently obtained on October 28, 2020. The 2012 Plan was terminated upon receipt of shareholder approval of the 2020 Plan.

In September 2020, the Company’s XpresTest subsidiary created a stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the subsidiary’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest Common Stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of September 30, 2020. Certain named executive officers and directors of the Company are eligible to participate in the XpresTest Plan. As of September 30, 2020, no awards under the XpresTest Plan have been granted to such named executive officers or directors.

In September 2020, XpresTest awarded 37.5 shares of restricted stock (the “XpresTest RSAs”) to certain non-employee consultants and advisors under the XpresTest Plan. On the date of the grants, the awarded shares had an aggregate fair market value of $455. The XpresTest RSAs vest upon satisfaction of certain service and performance-based conditions. As of September 30, 2020, none of the XpresTest RSAs have vested, and there is $313 of unrecognized stock-based compensation related to the awards.

The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past.

The following variables were used as inputs in the model:


Share price of the Company’s Common Stock on the grant date:	$	1.53 - 5.01
Exercise price:	$	1.53 - 5.01
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Total stock-based compensation for the three-month periods ended September 30, 2020 and 2019 is $470 and $35, respectively, and for the nine-month periods ended September 30, 2020 and 2019 is $966 and $266, respectively.


	RSUs			Stock options
		Weighted			Weighted
		average			average		Exercise
	No. of	grant date		No. of	exercise		price
	RSUs*	fair value*		options*	price*		range*
Outstanding as of December 31, 2019	—	$	—	49,653	$	63.15	$	1.53 - 2,460.00
Granted	57,425		2.15	667,116		1.73		1.53 - 5.01
Exercised/Vested	(57,425)		2.15	(4,167)		1.53		1.53
Forfeited			—	(1,667)		1.53		1.53
Expired	—		—	(4,862)		93.00		93.00
Outstanding as of September 30, 2020	—	$	—	706,073	$	5.42	$	1.53 - 2,460.00
Exercisable as of September 30, 2020	—	$	—	521,897	$	6.36	$	1.53 - 2,460.00

* Adjusted, where applicable, to reflect the impact of the 1:3 reverse stock split that became effective on June 11, 2020.

Reverse Stock Split

On June 10, 2020, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-3 reverse stock split of the Company’s shares of Common Stock. Such amendment and ratio were previously approved by the Company’s stockholders and Board of Directors.

As a result of the reverse stock split, every three (3) shares of the Company’s pre-reverse split Common Stock were combined and reclassified into one (1) share of Common Stock. A total of 146,577,707 pre-reverse split shares of Common Stock were combined and reclassified into 48,859,213 shares of Common Stock post-reverse stock split. Proportionate voting rights and other rights of common stockholders were affected by the reverse stock split. Stockholders who would have otherwise held a fractional share of Common Stock received payment in cash in lieu of any such resulting fractional shares of Common Stock as the post-reverse split amounts of Common Stock were rounded down to the nearest full share. No fractional shares were issued in connection with the reverse stock split. The reverse stock split became effective at 5:00 p.m., Eastern Time, on June 10, 2020, and the Company’s Common Stock traded on the Nasdaq Capital Market on a post-reverse split basis at the open of business on June 11, 2020.

Derivative Liabilities and Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Derivative Liabilities and Fair Value Measurements.

Derivative Liabilities and Fair Value Measurements

Note 9. Derivative Liabilities and Fair Value Measurements

Fair value measurements are determined based on assumptions that a market participant would use in pricing an asset or a liability. A three-tiered hierarchy distinguishes between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The Company’s financial instruments as of September 30, 2020 and December 31, 2019 consisted of cash and cash equivalents, trade receivables, accounts payable, accrued expenses and other current liabilities. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term nature of these instruments.

Derivative Liabilities

The following table presents the placement in the fair value hierarchy of the Company’s derivative liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019:


			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
As of September 30, 2020:	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)

B3D Conversion Option	$	681	$	—	$	—	$	681
Total	$	681	$	—	$	—	$	681
As of December 31, 2019:

May 2018 Class A Warrants	$	778	$	—	$	—	$	778
Calm Warrants		382		—		—		382
Calm Conversion Option		216		—		—		216
B3D Conversion Option		1,761		—		—		1,761
Total	$	3,137	$	—	$	—	$	3,137

The Company measures its derivative liabilities at fair value. The derivative liabilities were classified within Level 3 because they were valued using the Monte-Carlo model, which utilizes significant inputs that are unobservable in the market. The Company assumed an investment round in years 2020 and 2021 to take into account the possible impact of the anti-dilution rights included in its derivative liabilities.

These derivative liabilities were initially measured at fair value and are marked to market at each balance sheet date. The revaluation adjustment of the derivative liabilities is included in Loss on revaluation of warrants and conversion options in the condensed consolidated statements of operations and comprehensive loss.

The following table summarizes the changes in the Company’s derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2020:


December 31, 2019	$	3,137
Increase due to B3D Note Fifth Credit Agreement Amendment		36
Decrease due to the extinguishment of B3D Note		(2,048)
Increase due to B3D Note Sixth Credit Agreement Amendment		3,656
Revaluation of derivative conversion options and warrants		50,917
Conversions of B3D Note to Common Stock		(14,485)
Conversions of Calm Note to Common Stock		(9,200)
Exercise of Series A Warrants		(9,036)
Exercise of Calm Warrants		(4,108)
Warrant Exchange - Series A		(6,434)
Warrant Exchange - Calm Warrants		(11,754)
September 30, 2020	$	681

May 2018 Warrants

During the three months ended March 31, 2020, holders of the May 2018 Warrants exercised, on a cashless basis, 4,173,948 warrants for 2,578,455 shares of common stock. As a result, of the exercise, the Company reclassified the derivative liability of $3,122 to equity.

During the three-month period ended June 30, 2020, the holders of the May 2018 Warrants exchanged 1,590,525 warrants for 2,385,528 shares of common stock. In addition, during the three months ended June 30, 2020, holders of the May 2018 Warrants exercised, on a cashless basis, 2,983,164 warrants for 2,382,835 shares of common stock. As a result of the exercises and exchange the Company reclassified the derivative liability of $12,348 to equity.

During the nine-month period ended September 30, 2020, the Company recorded a revaluation expense of $14,692, related to the revaluation of the May 2018 Warrants at each exercise date and reporting date.

Valuation Processes for Level 3 Fair Value Measurements

Fair value measurement of the derivative warrant liabilities falls within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs.

September 30, 2020:



Description	Valuation technique	Unobservable inputs	Range
B3D Conversion option	Monte Carlo Method	Volatility	156.20	%
		Risk-free interest rate	1.80	%
		Expected term, in years	0.67
		Dividend yield	0.00	%

December 31, 2019:


Description	Valuation technique	Unobservable inputs	Range
May 2018 Class A Warrants	Monte Carlo Model	Volatility	65.20	%
		Risk-free interest rate	1.67	%
		Expected term, in years	3.38
		Dividend yield	0.00	%

Calm Warrants	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.62	%
		Expected term, in years	4.52
		Dividend yield	0.00	%

Calm Conversion option	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.75	%
		Expected term, in years	2.41
		Dividend yield	0.00	%

B3D Conversion option	Monte Carlo Model	Volatility	65.70	%
		Risk-free interest rate	1.62	%
		Expected term, in years	1.42
		Dividend yield	0.00	%

Sensitivity of Level 3 Measurements to Changes in Significant Unobservable Inputs

The inputs to estimate the fair value of the Company’s derivative liabilities were the current market price of the Company’s Common Stock, the exercise price of the derivative of the conversion options and the warrants, their remaining expected term, the volatility of the Company’s Common Stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

Generally, an increase in the market price of the Company’s shares of Common Stock, an increase in the volatility of the Company’s shares of Common Stock, and an increase in the remaining term of the derivative liabilities would each result in a directionally similar change in their estimated fair values. Such changes would increase the associated liabilities while decreases in these assumptions would decrease the associated liabilities. An increase in the risk-free interest rate or a decrease in the differential between the derivative liabilities’ exercise price and the market price of the Company’s shares of Common Stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not declared, and does not plan to declare, dividends on its Common Stock, and as such, there is no change in the estimated fair value of the derivative liabilities due to the dividend assumption.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 11. Commitments and Contingencies Litigation and legal proceedings Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $1,091 and $1,800 as of September 30, 2020 and December 31, 2019, respectively, which is included in Accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets. The Company expenses legal fees in the period in which they are incurred. Cordial Effective October 2014, XpresSpa terminated its former Airport Concession Disadvantaged Business Enterprise (“ACDBE”) partner, Cordial Endeavor Concessions of Atlanta, LLC (“Cordial”), in several store locations at Hartsfield-Jackson Atlanta International Airport. Cordial filed a series of complaints with the City of Atlanta, both before and after the termination, in which Cordial alleged, among other things, that the termination was not valid and that XpresSpa unlawfully retaliated against Cordial when Cordial raised concerns about the joint venture. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in two mediations. After the termination of the relationship with Cordial, XpresSpa sought to substitute two new ACDBE partners in place of Cordial. In April 2015, Cordial filed a complaint with the United States Federal Aviation Administration (“FAA”), which oversees the City of Atlanta with regard to airport ACDBE programs, and, in December 2015, the FAA instructed that the City of Atlanta review XpresSpa’s request to substitute new partners in lieu of Cordial and Cordial’s claims of retaliation. In response to the FAA instruction, pursuant to a corrective action plan approved by the FAA, the City of Atlanta held a hearing in February 2016 and ruled in favor of XpresSpa on such substitution and claims of retaliation. Cordial submitted a further complaint to the FAA claiming that the City of Atlanta was biased against Cordial and that the City of Atlanta’s decision was wrong. In August 2016, the parties met with the FAA. On October 4, 2016, the FAA sent a letter to the City of Atlanta directing that the City of Atlanta retract previous findings on Cordial’s allegations and engage an independent third party to investigate issues previously decided by Atlanta. The FAA also directed that the City of Atlanta determine monies potentially due to Cordial. On January 3, 2017, XpresSpa filed a lawsuit in the Supreme Court of the State of New York, County of New York, against Cordial and several related parties. The lawsuit alleges breach of contract, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and breach of good faith and fair dealing. XpresSpa is seeking damages, declaratory judgment, and rescission/termination of certain agreements, disgorgement of revenue, fees and costs, and various other relief. On February 21, 2017, the defendants filed a motion to dismiss. On March 3, 2017, XpresSpa filed a first amended complaint against the defendants. On April 5, 2017, Cordial filed a motion to dismiss. On September 12, 2017, the Court held a hearing on the motion to dismiss. On November 2, 2017, the Court granted the motion to dismiss which was entered on November 13, 2017. On December 22, 2017, XpresSpa filed a notice of appeal, and on September 24, 2018, XpresSpa perfected its appellate rights and submitted a brief to the Supreme Court of New York, First Department appellate court. Oral argument on the appeal went forward on March 20, 2019. The appellate court entered an order on April 11, 2019 reinstating the Company’s complaint, with some exceptions. On June 13, 2019, Cordial filed a motion to reargue and alternatively to appeal to the New York Court of Appeals, and the appellate court denied that motion on October 22, 2019. On March 30, 2018, Cordial filed a lawsuit against XpresSpa Group, a subsidiary of XpresSpa Group, and several additional parties in the Superior Court of Fulton County, Georgia, alleging the violation of Cordial’s civil rights, tortious interference, breach of fiduciary duty, civil conspiracy, conversion, retaliation, and unjust enrichment. Cordial has threated to seek punitive damages, attorneys’ fees and litigation expenses, accounting, indemnification, and declaratory judgment as to the status of the membership interests of XpresSpa and Cordial in the joint venture and Cordial’s right to profit distributions and management fees from the joint venture. On May 4, 2018, the defendants moved the lawsuit to the United States District Court for the Northern District of Georgia. On August 9, 2018, the Court granted an additional extension of time for the defendants’ response until September 7, 2018, and thereafter provided another extension pending the Court’s consideration of XpresSpa’s Motion to Stay all action in the Georgia lawsuit, pending resolution of the New York lawsuit and the FAA action. On October 29, 2018, XpresSpa’s Motion to Stay was denied. Prior to resolution of the Motion to Stay, Cordial filed a Motion for Temporary Restraining Order (“TRO Motion”), seeking to enjoin the defendants and specifically XpresSpa, from, among other things, distributing any cash flow, net profits, or management fees, or otherwise expending resources beyond necessary operating expenses. XpresSpa filed an opposition and, in a decision entered December 26, 2018, the Court denied Cordial’s TRO Motion entirely. Defendants filed a Motion to Dismiss the Complaint in its entirety on November 20, 2018. A Director’s Determination was issued by the FAA in connection with the Part 16 Complaint (“Part 16 Proceeding”) filed by Cordial against the City of Atlanta (“City”) in 2017 (“Director’s Determination”). The Company and Cordial were not parties to the FAA action, and had no opportunity to present evidence or otherwise be heard in such action. The Director’s Determination concluded that the City was not in compliance with certain Federal obligations concerning the federal government’s ACDBE program, including relating to the City’s oversight of the Joint Venture Operating Agreement between the Company and Cordial, Cordial’s termination, and Cordial’s retaliation and harassment claims, and the City was ordered to achieve compliance in accordance with the Director’s Determination. The Director’s Determination does not constitute a Final Agency Decision and it is not subject to judicial review, pursuant to 14 CFR § 16.247(b)(2). Because the Company is not a party to the Part 16 Proceeding, the Company would not be considered “a party adversely affected by the Director’s Determination” with a right of appeal to the FAA Assistant Administrator for Civil Rights. On August 7, 2019, the Company filed a response, advising the U.S. District Court that: (i) the Company is not party to the FAA proceeding and therefore had no opportunity to present evidence or otherwise be heard in such action; (ii) as non-party, the Company is not bound by the Director’s Determination; and (iii) the FAA cannot dictate the interpretation or enforceability of the contract between Cordial and the Company, which is the subject of the U.S. District Court action initiated by Cordial and the New York State Court action initiated by the Company. On August 16, 2019, the Court entered an Order granting, in part, the Company’s Motion to Dismiss. The Court dismissed all federal claims alleged in the Complaint against all Defendants, declined to exercise supplemental jurisdiction pursuant to 28 U.S.C. § 1367(c) over the remaining state law claims alleged in the Complaint, and remanded the case to the Superior Court of Fulton County. Plaintiffs filed an appeal of the federal court’s decision to the Eleventh Circuit Court of Appeals, and the case was docketed on October 15, 2019 (“Eleventh Circuit Appeal”). In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in mediation. On November 22, 2019, a Mutual Release and Settlement Agreement (the “Settlement Agreement”) and a Confidential Payment Agreement (the “Payment Agreement”) were executed by the applicable parties, except the City of Atlanta, and are pending the requisite approval by the FAA of the terms of the Settlement Agreement. The requisite approval from the FAA has been obtained and the Leases have been executed by the Company. However, the condition precedent that an operating agreement between the Company and Cordial be finalized and executed has not yet been satisfied. The Company has been involved in negotiations seeking to resolve all pending matters, and those negotiations are continuing. Based on this, management has determined that the matter may not be completely resolved, at least to the extent of one or more of the settling parties seeking to enforce the terms of the Settlement Agreement, and thus resulting in a continuation of the litigation. In re Chen et al. In March 2015, four former XpresSpa employees who worked at XpresSpa locations in John F. Kennedy International Airport and LaGuardia Airport filed a putative class and collective action wage-hour litigation in the United States District Court, Eastern District of New York. In re Chen et al., CV 15‑1347 (E.D.N.Y.). Plaintiffs claim that they and other spa technicians around the country were misclassified as exempt commissioned salespersons under Section 7(i) of the federal Fair Labor Standards Act (“FLSA”). Plaintiffs also assert class claims for unpaid overtime on behalf of New York spa technicians under the New York Labor Law, and discriminatory employment practices under New York State and City laws. On July 1, 2015, the plaintiffs moved to have the court authorize notice of the FLSA misclassification claim sent to all employees in the spa technician job classification at XpresSpa locations around the country in the last three years. Defendants opposed the motion. On February 16, 2016, the Magistrate Judge assigned to the case issued a Report & Recommendation, recommending that the District Court Judge grant the plaintiffs’ motion. On March 1, 2016, the defendants filed Opposition to the Magistrate Judge’s Report & Recommendation, arguing that the District Court Judge should reject the Magistrate Judge’s findings. On September 23, 2016, the court ruled in favor of the plaintiffs and conditionally certified the class. The parties held a mediation on February 28, 2017 and reached an agreement on a settlement in principle. On September 6, 2017, the parties entered into a settlement agreement. On September 15, 2017, the parties filed a motion for settlement approval with the Court. XpresSpa subsequently paid the agreed-upon settlement amount to the settlement claims administrator to be held in escrow pending a fairness hearing and final approval by the Court. On March 30, 2018, the Court entered a Memorandum and Order denying the motion without prejudice to renewal due to questions and concerns the Court had about certain settlement terms. On April 24, 2018, the parties jointly submitted a supplemental letter to the Court advocating for the fairness and adequacy of the settlement and appeared in Court on April 25, 2018 for a hearing to discuss the settlement terms in greater detail with the assigned Magistrate Judge. At the conclusion of the hearing, the Court still had questions about the adequacy and fairness of the settlement terms, and the Judge asked that the parties jointly submit additional information to the Court addressing the open issues. The parties submitted such information to the Court on May 18, 2018 and are awaiting the Court’s ruling on the open issues. On August 21, 2019, the Court issued an Order denying the parties’ motion for preliminary approval of the revised settlement, as the Court still had concerns about several of the settlement terms. At the December 6, 2019 status conference with the Court, the Court reiterated its denial of preliminary approval of the proposed settlement agreement. The Court instructed a notice of pendency to be disseminated to putative collective members. Notice was sent out in early February 2020 and approximately 415 individuals have joined the case. On June 6, 2020 the Company participated in a status conference with the Court, and the parties discussed the possibility of entering into a new settlement agreement that addresses the Court’s concerns. On or about August 5, 2020, the parties entered into settlement agreements and are seeking a preliminary approval order from the Court. The Company has recorded an accrual that is included in Accounts payable, accrued expenses and other current liabilities. The Company intends to continue to vigorously defend this case until the final judgment and dismissal is obtained. Binn et al. v. FORM Holdings Corp. et al. On November 6, 2017, Moreton Binn and Marisol F, LLC, former stockholders of XpresSpa Holdings, filed a lawsuit against FORM Holdings Corp. (“FORM”) and its directors in the United States District Court for the Southern District of New York. The lawsuit alleged violations of various sections of the Securities Exchange Act of 1934 (“Exchange Act”), material omissions and misrepresentations (negligent and fraudulent), fraudulent omission, expropriation, breach of fiduciary duties, aiding and abetting, and unjust enrichment in the defendants’ conduct related to the Company’s acquisition of XpresSpa Holdings, and sought rescission of the transaction, damages, equitable and injunctive relief, fees and costs, and various other relief. On January 17, 2018, the defendants filed a motion to dismiss the complaint. On February 7, 2018, the plaintiffs amended their complaint. On February 28, 2018, the defendants filed a motion to dismiss the amended complaint. By March 30, 2018, the motion to dismiss was fully briefed. On August 7, 2018, the Court ruled on the defendants’ motion, dismissing eight of the plaintiffs’ ten claims and denying the defendants’ motion to dismiss with respect to the two remaining claims, related to the Exchange Act. On October 30, 2018, the Court ordered that the plaintiffs could file an amended complaint, and, in response, the defendants could move for summary judgment. Consistent with the Court’s Order, on November 16, 2018, the plaintiffs filed a second amended complaint, modifying their allegations, and asserting claims pursuant to the Exchange Act and the Securities Act of 1933, as well as bringing a breach of contract claim. On December 17, 2018, the defendants filed a motion for summary judgment seeking dismissal of all claims. On February 1, 2019, the plaintiffs opposed defendant’s motion, requested discovery and cross-moved for partial summary judgement filed an opposition to defendants’ motion and a counter motion for partial summary judgment. Defendants’ summary judgment motion and plaintiff’s cross-motion for partial summary judgment were fully briefed as of March 15, 2019. On April 29, 2019, an emergency hearing was held before the Court in which the plaintiff sought a temporary restraining order and preliminary injunction to preclude acceleration of the maturity on the Senior Secured Note. The Court entered a temporary restraining order, while allowing parties the opportunity to brief the issue. On May 21, 2019, the Court granted the defendant’s motion for summary judgment in full, dismissing all claims in the action. On July 3, 2019, the plaintiffs filed a notice of appeal in the United States Court of Appeals for the second circuit. On July 1, 2019, the Court held oral argument on Binn’s motion for preliminary injunction. After hearing argument by both sides, the Court deferred action and ordered that the temporary restraining order remain in place. On July 23, 2019, the Court denied the plaintiffs’ request for a preliminary injunction and vacated the temporary restraining order. On September 13, 2019, plaintiffs filed their appellate brief in the Second Circuit. As of December 13, 2019, plaintiffs’ appeal was fully briefed. Oral argument occurred on May 4, 2020, at which time the Second Circuit affirmed the dismissal of all claims against all defendants. Kainz v. FORM Holdings Corp. et al. On March 20, 2019, a second suit was commenced in the United States District Court for the Southern District of New York against FORM, seven of its directors and former directors, as well as a managing director of Mistral Equity Partners (“Mistral”). The individual plaintiff, a shareholder of XpresSpa Holdings, LLC at the time of the merger in December 2016, alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false statements concerning, inter alia, the merger and the independence of FORM’s board of directors, violated Section 12(2) of the Securities Act of 1933, breached the merger agreement by making false and misleading statements concerning the merger and fraudulently induced the plaintiff into signing the joinder agreement related to the merger. On May 8, 2019, the Company and its directors and the managing director of Mistral filed a motion to dismiss the complaint. On June 5, 2019, plaintiffs opposed the motion and filed a cross-motion for a partial stay. Defendants’ motion to dismiss was fully briefed as of June 19, 2019. On November 13, 2019, the matter was dismissed in its entirety. On December 12, 2019, plaintiff filed a motion for reconsideration to vacate the order and judgment, dismissing the action, and for leave to amend the complaint. The motion was fully briefed as of February 6, 2020. On April 1, 2020, the Court denied plaintiff’s motion in full. On April 10, 2020, plaintiff filed a notice of appeal to the United States Court of Appeals for the Second Circuit. On June 1, 2020 plaintiff filed his appellate brief. On June 16, 2020, the Second Circuit entered the parties’ non-dispositive stipulation, dismissing certain defendant-appellees, including the Company. On July 6, 2020, the remaining defendants filed their opposition brief. On July 27, 2020, the plaintiff filed their reply brief. On July 28, 2020, the Second Circuit marked plaintiff’s reply brief as defective because it was filed a week late. Subsequently, plaintiff has moved to request permission to file a late reply brief. The Company and its directors continue to believe that this action is without merit and intend to defend the appeal. Binn, et al. v. Bernstein et al. On June 3, 2019, a third suit was commenced in the United States District Court for the Southern District of New York against FORM, five of its directors, as well as Rockmore, the Company’s previous senior secured lender and a senior executive of the lender. Although this action is brought by Morton Binn and Marisol F, LLC, it is asserted derivatively on behalf of the Company. Plaintiffs assert eight causes of action, including that certain individual defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by making false statements concerning, inter alia, the merger and the independence of FORM’s board of directors and the valuation of the Company’s lease portfolio. Plaintiffs also assert common law claims for breach of fiduciary duty, corporate waste, unjust enrichment, faithless servant doctrine, and aiding and abetting certain of the directors’ alleged breaches of fiduciary duty. The Company and its directors believe that this action is without merit and intend to file a motion to dismiss and defend the action vigorously. The defendants filed a motion to dismiss on October 23, 2019. The court heard oral argument on the defendants’ motion to dismiss on January 22, 2020 and has not yet ruled on the motion. On August 6, 2020, the court dismissed the plaintiff’s complaint with prejudice and without leave to amend. Route1 On or about May 23, 2018, Route1 Inc., Route1 Security Corporation (together, “Route1”) and Group Mobile Int’l, LLC (“Group Mobile”) commenced a legal proceeding against the Company in the Ontario Superior Court of Justice. Route1 and Group Mobile seek damages in relation to alleged breaches of a Membership Purchase Agreement entered into between Route1 and the Company on or about March 7, 2018, pursuant to which Route1 acquired the Company’s 100% membership interest in Group Mobile. The Plaintiffs allege that the Company: (i) failed to ensure all tax returns were true, correct and compliant in all respects and that all taxes had been paid in full; (ii) failed to ensure that all inventory of Group Mobile had been priced in accordance with GAAP and consisted of a quality and quantity that was materially usable and salable in the ordinary course of business; (iii) failed to ensure that Group Mobile’s most recent balance sheet was materially complete and correct and prepared in accordance with GAAP; (iv) failed to record all liabilities on Group Mobile’s most recent balance sheet; and (v) failed to deliver the agreed upon amount of net working capital, and/or pay the shortfall, to Route1. The Company counterclaimed against the plaintiffs for amounts owed to the Company in relation to the sale of excluded inventory and seek damages thereon. On September 21, 2020, the Ontario Superior Court of Justice entered an Order dismissing, without costs, the action and counterclaim. Rodger Jenkins and Gregory Jones v. XpresSpa Group, Inc. In March 2019, Rodger Jenkins and Gregory Jones filed a lawsuit against the Company in the United States District Court for the Southern District of New York. The lawsuit alleges breach of contract of the stock purchase agreement related to the Company’s acquisition of Excalibur Integrated Systems, Inc. and seeks specific performance, compensatory damages and other fees, expenses and costs. When this action was first commenced, the plaintiffs had demanded cash or stock in the sum of $750. On or about January 3, 2020, the court granted the plaintiffs’ motion to amend their pleading to increase their total demand to $1,500. The Company has denied the material allegations of the complaint in its answer and is currently defending the action. Efforts to settle the parties’ dispute at a court-ordered mediation in March 2020 were not successful. The action was scheduled for a bench trial on May 18, 2020 but was adjourned due to the COVID-19 pandemic, and the judge ordered the parties to submit motions for summary judgment instead. Although we remain confident in the Company’s defenses, some of the rulings by the trial judge in this action have not been favorable to the Company. Accordingly, although we are unable to predict the outcome of this litigation, we cannot rule out the possibility of a judgment being entered against the Company in the absence of a settlement. EFP Capital Solutions LLC Settlement In March 2019, a complaint was filed against the Company by EFP Capital Solutions LLC (“EFP”), the receivables factor of the Company’s vendor MobiPT, Inc. (“MobiPT”), relating to payments made incorrectly by the Company to MobiPT for receivables MobiPT had sold to EFP. The ensuing mediation in January 2020 resulted in the Company agreeing to pay EFP $165 for such payments, for which the Company recorded an expense that is included in Accounts payable, accrued expenses and other current liabilities. The Company made the final settlement installment payment on or about July 15, 2020. The claim against the Company is now fully resolved and the action has been dismissed as to the Company. The Company obtained a default judgment against MobiPT on October 27, 2020 and intends to seek reimbursement of $192 from MobiPT, but there is no assurance the Company will be successful. Regulatory Matters The continued listing standards of Nasdaq provide, among other things, that a company may be delisted if the bid price of its stock drops below $1.00 for a period of 30 consecutive business days or if stockholders’ equity is less than $2,500. On January 2, 2020, the Company received a deficiency letter from Nasdaq which provided a grace period of 180 calendar days, or until June 30, 2020, to regain compliance with the minimum bid price requirement. On June 19, 2020, the Company was advised by Nasdaq that it had determined that for 10 consecutive business days, from June 3, 2020 to June 16, 2020, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with the continued listing standards and this matter is now closed. Intellectual Property and Other Matters The Company is engaged in litigation related to certain of the intellectual property that it owns, for which no liability is recorded, as the Company does not expect a material negative outcome. In addition to those matters specifically set forth herein, the Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself.

Segment Information

9 Months Ended

Sep. 30, 2020

Segment Information

Segment Information

Note 12. Segment Information

We analyze the results of our business through our two reportable segments: XpresSpa and XpresTest. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck™ Wellness Centers in airports, to airport employees and to the traveling public. The chief operating decision maker evaluates the operating results and performance of our segments through operating income. Expenses that can be specifically identified with a segment have been included as deductions in determining operating income. Any remaining expenses and other charges are included in Corporate and Other.


	For the three months ended
	September 30,
	2020		2019
Revenue
XpresSpa	$	201	$	12,531
XpresTest		—		—
Corporate and other		—		—
Total revenue	$	201	$	12,531

Operating loss
XpresSpa	$	(5,638)	$	(425)
XpresTest		(1,283)		—
Corporate and other		(2,302)		(1,411)
Total operating loss	$	(9,223)	$	(1,836)


	For the nine months ended
	September 30,
	2020		2019
Revenue
XpresSpa	$	7,982	$	36,485
XpresTest		80		—
Corporate and other		—		1,184
Total revenue	$	8,062	$	37,669

Operating loss
XpresSpa	$	(15,850)	$	(3,720)
XpresTest		(1,791)		—
Corporate and other		(5,014)		(2,083)
Total operating loss	$	(22,655)	$	(5,803)



	September 30,		December 31,
	2020		2019
Assets
XpresSpa	$	3,593	$	17,134
XpresTest		485		—
Corporate and other		77,451		11,590
Total assets	$	81,529	$	28,724

Significant Accounting and Reporting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Significant Accounting and Reporting Policies
Revenue Recognition Policy	(a) Revenue Recognition Policy The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at our stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for our single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. Through its XpresCheck™ Wellness Centers and under the terms of Managed Services Agreements (“MSAs”) with a physician’s practice, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. As a result of uncertainties around the cash flows of the XpresCheck™ Wellness Centers, management concludes that the collectability criteria to qualify as a contract under ASC 606 is not met, and no revenue associated with the monthly management fee will be recognized at this point from the management services agreements. The Company will only recognize the management fee as revenue when a subsequent reassessment results in the management services agreements meeting the collectability criteria. As of September 30, 2020, management fees owed to the Company, but not recognized as revenue, is $1,197. The Company has a franchise agreement with an unaffiliated franchisee to operate an XpresSpa location. Under the Company’s franchising model, all initial franchising fees relate to the franchise right, which is a single performance obligation that transfers over time. Upon receipt of the non-recurring, non-refundable initial franchise fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the franchise agreement. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in the Company’s XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the collaboration agreement. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets until remitted to state agencies.
Recently issued accounting pronouncements	(b) Recently issued accounting pronouncements Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issued in August 2020, this update is intended to reduce the unnecessary complexity of the current guidance thus resulting in more accurate accounting for convertible instruments and consistent treatment from one entity to the next. Under current GAAP, there are five accounting models for convertible debt instruments. Except for the traditional convertible debt model that recognizes a convertible debt instrument as a single debt instrument, the other four models, with their different measurement guidance, require that a convertible debt instrument be separated (using different separation approaches) into a debt component and an equity or a derivative component. Convertible preferred stock also is required to be assessed under similar models. The Financial Accounting Standard Board (“FASB”) decided to simplify the accounting for convertible instruments by removing certain separation models currently included in other accounting guidance that were being applied to current accounting for convertible instruments. Under the amendments in this update, an embedded conversion feature no longer needs to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The Board also decided to add additional disclosure requirements in an attempt to improve the usefulness and relevance of the information being provided. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements. Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Issued in January 2020, the amendments in this update affect all entities that apply the guidance in Topics 321, 323, and 815 and (1) elect to apply the measurement alternative or (2) enter into a forward contract or purchase an as option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting. The Company applies the guidance included in Topic 815 to its derivative liabilities but does not intend on applying the new measurement alternative included in the update. The new standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements. Accounting Standards Update No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Issued in December 2019, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to guidance in Topic 740. The specific areas of potential simplification were submitted by stakeholders as part of the FASB’s simplification initiative. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements.
Recently adopted accounting pronouncements	(c) Recently adopted accounting pronouncements Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”) On January 1, 2020 the Company adopted ASU No. 2016-13 using a modified-retrospective approach. This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. Adoption of this standard did not result in an adjustment to opening accumulated deficit and did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Standards Update No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU No. 2018-13”) On January 1, 2020, the Company adopted ASU No. 2018-13. This amendment provides updates to the disclosure requirements on fair value measures in Topic 820, which includes the changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements, the option of additional quantitative information surrounding unobservable inputs and the elimination of disclosures around the valuation processes for Level 3 measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty have been applied prospectively beginning in the quarter ended March 31, 2020. All other amendments have been applied retrospectively to all periods presented. Adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
Presentation	(d) Presentation Certain balances in the 2019 financial statements have been reclassified to conform to the presentation in the 2020 financial statements, primarily the classification and presentation of certain items in the operating activities section of the statement of cash flows and the loss from operations before income taxes section of the statement of operations and comprehensive loss. Such reclassifications did not have a material impact on the condensed consolidated financial statements.

Potentially Dilutive Securities (Tables)

9 Months Ended

Sep. 30, 2020

Potentially Dilutive Securities

Schedule of computation of basic and diluted net losses per common share

The table below presents the computation of basic and diluted net loss per share of Common Stock:




	Three months ended				Nine months ended
	September 30,				September 30,
	2020		2019		2020		2019

Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(6,110)	$	(4,844)	$	(74,805)	$	(14,155)
Less: deemed dividend on warrants and preferred stock		—		—		(945)		—
Net loss attributable to common shareholders	$	(6,110)	$	(4,844)	$	(75,750)	$	(14,155)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		61,106,894		2,875,501		35,309,004		2,236,323
Basic and diluted net loss per share	$	(0.10)	$	(1.68)	$	(2.15)	$	(6.33)

Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Both vested and unvested options to purchase an equal number of shares of Common Stock		706,073		59,410		706,073		59,410
Unvested RSUs to issue an equal number of shares of Common Stock		—		12,500		—		12,500
Warrants to purchase an equal number of shares of Common Stock		20,818,889		487,414		20,818,889		487,414
Preferred stock on an as converted basis		—		287,345		—		287,345
Convertible notes on an as converted basis		438,017		—		438,017		—
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		21,962,979		846,669		21,962,979		846,669

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2020

Intangible Assets

Schedule of company's intangible assets

The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following:


	September 30, 2020						December 31, 2019
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	$	13,309	$	(8,373)	$	4,936	$	13,309	$	(6,709)	$	6,600
Software		692		(207)		485		312		(129)		183
Total intangible assets	$	14,001	$	(8,580)	$	5,421	$	13,621	$	(6,838)	$	6,783

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
Remainder of 2020	$	616
2021		2,400
2022		2,336
2023		68
2024		1
Total	$	5,421

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2020

Stockholders' Equity

Schedule of information about all warrant activity


		Exercise
	No. of Warrants*	price range*
December 31, 2019	1,129,371	$	6.00 – 300.00
Granted	35,618,502	$	0.001 - 6.5663
Exercised	(12,602,972)	$	0.001 - 0.525
Exchanged	(3,317,054)	$	0.525
Expired	(8,958)	$	180.00
September 30, 2020	20,818,889	$	0.525 - 300.00

Schedule of fair value of stock options estimated


Share price of the Company’s Common Stock on the grant date:	$	1.53 - 5.01
Exercise price:	$	1.53 - 5.01
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Stock options and restricted stock units activity


	RSUs			Stock options
		Weighted			Weighted
		average			average		Exercise
	No. of	grant date		No. of	exercise		price
	RSUs*	fair value*		options*	price*		range*
Outstanding as of December 31, 2019	—	$	—	49,653	$	63.15	$	1.53 - 2,460.00
Granted	57,425		2.15	667,116		1.73		1.53 - 5.01
Exercised/Vested	(57,425)		2.15	(4,167)		1.53		1.53
Forfeited			—	(1,667)		1.53		1.53
Expired	—		—	(4,862)		93.00		93.00
Outstanding as of September 30, 2020	—	$	—	706,073	$	5.42	$	1.53 - 2,460.00
Exercisable as of September 30, 2020	—	$	—	521,897	$	6.36	$	1.53 - 2,460.00

Derivative Liabilities and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Derivative Liabilities and Fair Value Measurements.

Schedule of derivative liabilities measured at fair value on a recurring basis


			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
As of September 30, 2020:	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)

B3D Conversion Option	$	681	$	—	$	—	$	681
Total	$	681	$	—	$	—	$	681
As of December 31, 2019:

May 2018 Class A Warrants	$	778	$	—	$	—	$	778
Calm Warrants		382		—		—		382
Calm Conversion Option		216		—		—		216
B3D Conversion Option		1,761		—		—		1,761
Total	$	3,137	$	—	$	—	$	3,137

Schedule of derivative warrant liabilities measured at fair value using Level 3


December 31, 2019	$	3,137
Increase due to B3D Note Fifth Credit Agreement Amendment		36
Decrease due to the extinguishment of B3D Note		(2,048)
Increase due to B3D Note Sixth Credit Agreement Amendment		3,656
Revaluation of derivative conversion options and warrants		50,917
Conversions of B3D Note to Common Stock		(14,485)
Conversions of Calm Note to Common Stock		(9,200)
Exercise of Series A Warrants		(9,036)
Exercise of Calm Warrants		(4,108)
Warrant Exchange - Series A		(6,434)
Warrant Exchange - Calm Warrants		(11,754)
September 30, 2020	$	681

Schedule of fair value measurements of the derivative warrant liabilities based upon sensitivity and nature of inputs

September 30, 2020:



Description	Valuation technique	Unobservable inputs	Range
B3D Conversion option	Monte Carlo Method	Volatility	156.20	%
		Risk-free interest rate	1.80	%
		Expected term, in years	0.67
		Dividend yield	0.00	%

December 31, 2019:


Description	Valuation technique	Unobservable inputs	Range
May 2018 Class A Warrants	Monte Carlo Model	Volatility	65.20	%
		Risk-free interest rate	1.67	%
		Expected term, in years	3.38
		Dividend yield	0.00	%

Calm Warrants	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.62	%
		Expected term, in years	4.52
		Dividend yield	0.00	%

Calm Conversion option	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.75	%
		Expected term, in years	2.41
		Dividend yield	0.00	%

B3D Conversion option	Monte Carlo Model	Volatility	65.70	%
		Risk-free interest rate	1.62	%
		Expected term, in years	1.42
		Dividend yield	0.00	%

Segment Information (Tables)

9 Months Ended

Sep. 30, 2020

Segment Information

Schedule of segment reporting information, by segment


	For the three months ended
	September 30,
	2020		2019
Revenue
XpresSpa	$	201	$	12,531
XpresTest		—		—
Corporate and other		—		—
Total revenue	$	201	$	12,531

Operating loss
XpresSpa	$	(5,638)	$	(425)
XpresTest		(1,283)		—
Corporate and other		(2,302)		(1,411)
Total operating loss	$	(9,223)	$	(1,836)


	For the nine months ended
	September 30,
	2020		2019
Revenue
XpresSpa	$	7,982	$	36,485
XpresTest		80		—
Corporate and other		—		1,184
Total revenue	$	8,062	$	37,669

Operating loss
XpresSpa	$	(15,850)	$	(3,720)
XpresTest		(1,791)		—
Corporate and other		(5,014)		(2,083)
Total operating loss	$	(22,655)	$	(5,803)



	September 30,		December 31,
	2020		2019
Assets
XpresSpa	$	3,593	$	17,134
XpresTest		485		—
Corporate and other		77,451		11,590
Total assets	$	81,529	$	28,724

General (Details) $ / shares in Units, $ in Thousands							3 Months Ended			6 Months Ended	9 Months Ended
General (Details) $ / shares in Units, $ in Thousands	Oct. 28, 2020 item	Oct. 06, 2020 USD ($)	Aug. 13, 2020 item	Jun. 11, 2020 shares	Jun. 10, 2020	May 22, 2020 item	Sep. 30, 2020 USD ($) $ / shares	Jun. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2020 USD ($)	Sep. 30, 2020 USD ($) segment	Sep. 30, 2019 USD ($)	May 01, 2020 USD ($)	Mar. 06, 2020 USD ($)	Mar. 05, 2020 USD ($)	Jan. 09, 2020 USD ($)	Jan. 08, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jul. 08, 2019 USD ($)
Number of operating segment \| segment											2
Reverse stock split, conversion ratio				0.33	0.33
Number of shares reduced \| shares				3
Number of separate testing rooms \| item	7		6			9
Unrecognized revenue							$ 1,197				$ 1,197
Impairment on property and equipment, intangible assets and operating lease right of use assets										$ 21,088
Impairment of assets							2,227	$ 1,821	$ 106		6,319	$ 936
Impairment expense related to operating lease right of use assets							$ 1,116	$ 2,238			$ 3,354
Percentage of decrease in property and equipment due to impairment											15.00%
Percentage of decrease in right of use asset due to impairment											21.00%
Discount rate							9.00%				9.00%							11.24%
Impairment of intangible assets											$ 0
Lease concessions							$ 611				1,379
Cash and cash equivalents							61,894				61,894							$ 2,184
Total current assets							63,868				63,868							3,933
Total current liabilities							14,289				14,289							16,220
Working capital							49,579				49,579
Working capital deficiency																		$ 12,287
Proceeds from issuance of debt											74,125
Debt issuance costs												$ 220
Total repayment											910
Gain on advance repayment											$ 91
Minimum
Rent concession period											3 months
Maximum
Rent concession period											16 months
Property, Plant and Equipment [Member]
Impairment of assets							$ 1,111				$ 2,932
Decrease in property and equipment											1,969
Depreciation expense											2,133
Depreciation offset by purchases											3,129
Loss on disposal											$ (33)
Credit agreement with B3D, LLC
Debt instrument, face amount														$ 7,900	$ 7,150	$ 7,150	$ 7,000		$ 7,000
Paycheck Protection Program
Debt instrument, face amount													$ 5,653
B3D Note [Member]
Discount rate							9.00%				9.00%
Debt issuance costs											$ 9,150
Amount of principal to be converted into common stock		$ 230									7,670
Conversion price \| $ / shares							$ 0.525
Calm Note, net
Amount of principal to be converted into common stock											$ 2,500
Debt instrument, face amount																			$ 2,500
Warrants
Reverse stock split, conversion ratio				0.33	0.33

Potentially Dilutive Securities - Computation of Basic and Diluted Net Losses Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

Earnings Per Share Disclosure

Net loss attributable to XpresSpa Group, Inc.

$ (6,110)

$ (4,844)

$ (74,805)

$ (14,155)

Less: deemed dividend on warrants and preferred stock

(945)

Net loss from operations attributable to common shareholders

$ (6,110)

$ (4,844)

$ (75,750)

$ (14,155)

Basic and diluted shares of weighted average shares outstanding

61,106,894

2,875,501

35,309,004

2,236,323

Basic and diluted net loss per share

^[1]

$ (0.10)

$ (1.68)

$ (2.15)

$ (6.33)

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:

Total number of potentially dilutive instruments, excluded from the calculation of net loss per share

21,962,979

846,669

21,962,979

846,669

Convertible Preferred Stock [Member]

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:

Total number of potentially dilutive instruments, excluded from the calculation of net loss per share

287,345

Vested and unvested options outstanding to purchase an equal number of shares of Common Stock of the Company [Member]

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:

Total number of potentially dilutive instruments, excluded from the calculation of net loss per share

706,073

59,410

706,073

59,410

Unvested Restricted Stock Units ("RSU") [Member]

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:

Total number of potentially dilutive instruments, excluded from the calculation of net loss per share

12,500

Warrants

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:

Total number of potentially dilutive instruments, excluded from the calculation of net loss per share

20,818,889

487,414

20,818,889

487,414

Conversion feature of Senior Secured Notes [Member]

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:

Total number of potentially dilutive instruments, excluded from the calculation of net loss per share

438,017

[1]	Adjusted to reflect the impact of the 1:3 reverse stock split that became effective on June 11, 2020.

Leases - Additional Information (Details) $ in Thousands		3 Months Ended			9 Months Ended
Leases - Additional Information (Details) $ in Thousands	Aug. 20, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) lease	Sep. 30, 2019 USD ($)	Dec. 31, 2019
Number of leases where the entity exercises its option to extend the term \| lease					2
Number of leases where the entity exercises its option to reduce lease term \| lease					1
Incremental borrowing rate		9.00%			9.00%		11.24%
Increase in ROU asset from lease modification					$ 641
Increase in lease liability from lease modifications					$ 641
Number of new leases \| lease					2
Increase in ROU assets from new leases entered					$ 170
Increase in lease liability from new leases entered					170
Impairment expense related to operating lease right of use assets		$ 1,116	$ 2,238		3,354
Variable lease payments		45		$ 797	530	$ 2,293
Lease concessions		$ 611			$ 1,379
Minimum
Lease concession period					5 months
Maximum
Lease concession period					10 months
Abbott Master Agreement \| Abbott Laboratories
Testing supplies purchased	$ 3,690
Additional cost	0
Amount allocated to equipment	92
Amount allocated to testing supplies	$ 3,598

Debt - B3D Senior Secured Loan (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended			9 Months Ended
	Oct. 06, 2020	Mar. 06, 2020	Jan. 09, 2020	Mar. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Sep. 30, 2019	Mar. 19, 2020	Mar. 05, 2020	Jan. 08, 2020	Dec. 31, 2019	Jul. 08, 2019
Amortization expense								$ 125	$ 138
Conversion price		$ 1.68								$ 0.525
Debt outstanding					$ 5,822			5,822					$ 5,762
Derivative liability					681			681					3,137
Loss on the extinguishment of debt								(182)
Shares issued on conversion of debt						2,913,197
Current portion of promissory note, unsecured					2,591			2,591
Accretion expense								1,070	$ 1,293
Credit agreement with B3D, LLC
Debt instrument, face amount		$ 7,900	$ 7,150								$ 7,150	$ 7,000		$ 7,000
Increase in principal and interest accrued of debt		750	$ 150
Issuance of common shares to pay interest on borrowings			97,223
Debt fee capitalized			$ 150	$ 650			$ 650
Amortization expense							$ 62
Increase in principle portion		500
Increase due to accrued interest		$ 250
Conversion price		$ 1.68									$ 6.00
Extinguishment of debt, net				4,829
Unamortized debt discount on extinguishment of debt				1,845
Unamortized debt issuance cost on extinguishment of debt				$ 476
B3D Note [Member]
Amortization expense					$ 6			$ 95
Conversion price	$ 0.525			$ 1.68	$ 0.525		$ 1.68	$ 0.525
Debt outstanding					$ 169			$ 169					4,580
Deferred finance costs					4			4
Amount of principal to be converted into common stock	$ 230							7,670
Derivative liability				$ 14,485	$ 2,929		$ 14,485	2,929
Conversion price					$ 0.525
Principal amount of debt converted					$ 670			7,670
Write off of deferred debt discount cost					184			2,957
Write off of deferred debt issuance cost					$ 10			$ 195
Shares issued on conversion of debt					1,276,270			13,496,508
Current portion of promissory note, unsecured					$ 681			$ 681
Loss on derivative liability					2,750			11,761
Accretion expense					62			883
Extinguishment of derivative liability				$ 2,048
B3D Note [Member] \| Credit agreement with B3D, LLC
Debt outstanding		$ 3,994
Unamortized cost		3,656
Deferred finance costs		250
Derivative liability		$ 3,656
Loss on the extinguishment of debt								(273)
Calm Note, net
Debt instrument, face amount														$ 2,500
Amortization expense								30
Conversion price						$ 0.525								$ 6.00
Debt outstanding													$ 1,182
Deferred finance costs					$ 220			220						$ 1,369
Amount of principal to be converted into common stock								2,500
Principal amount of debt converted						$ 2,500
Write off of deferred debt discount cost						947
Write off of deferred debt issuance cost						$ 154
Shares issued on conversion of debt						4,761,906
Loss on derivative liability								$ 8,984

Debt - Calm Note (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Apr. 17, 2020	Jun. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Aug. 25, 2020	Apr. 06, 2020	Mar. 19, 2020	Mar. 06, 2020	Jul. 08, 2019	Jun. 04, 2019
Debt Instrument [Line Items]
Conversion price							$ 0.525	$ 1.68
Warrants to purchase shares of common stock		1,942,131								1,374,750
Accretion expense			$ 1,070	$ 1,293
Amortization expense			125	$ 138
Shares issued on conversion of debt		2,913,197
Calm Warrants
Debt Instrument [Line Items]
Warrants to purchase shares of common stock									312,500
Exercise price per warrant							$ 0.0525	$ 1.68	$ 6.00
Accretion expense			187
Calm Note, net
Debt Instrument [Line Items]
Debt instrument, face amount									$ 2,500
Conversion price		$ 0.525							$ 6.00
Interest rate (as a percent)									5.00%
Debt issuance costs, net			220						$ 1,369
Amortization expense			30
Beneficially ownership percentage	4.99%
Settlement of derivative liability through the issuance of Common Stock		$ 9,200
Principal amount of debt converted		2,500
Write off of deferred debt issuance cost		154
Write off of deferred debt discount cost		$ 947
Shares issued on conversion of debt		4,761,906
Loss on derivative liability			$ 8,984
Purchase agreement
Debt Instrument [Line Items]
Warrants to purchase shares of common stock					11,216,932	481,818
Exercise price per warrant					$ 3.02	$ 0.03

Stockholders' Equity (Details) $ / shares in Units, $ in Thousands									3 Months Ended		6 Months Ended	9 Months Ended
	Aug. 28, 2020 USD ($)	Aug. 25, 2020 $ / shares shares	Jun. 19, 2020 USD ($)	Jun. 17, 2020 $ / shares shares	Jun. 11, 2020	Jun. 10, 2020 shares	Apr. 06, 2020 USD ($) $ / shares shares	Jun. 04, 2019 shares	Jun. 30, 2020 USD ($) shares	Mar. 31, 2020 shares	Jun. 30, 2020 USD ($) shares	Sep. 30, 2020 USD ($) shares	Mar. 19, 2020 $ / shares	Mar. 06, 2020 $ / shares	Mar. 05, 2020 $ / shares	Jul. 08, 2019 $ / shares shares	May 31, 2018 $ / shares
Class of Stock [Line Items]
Number of shares per warrant										1.5
Warrants to purchase shares of common stock								1,374,750	1,942,131		1,942,131
Warrants converted into shares of common stock									2,913,197
Number of shares converted								2,062,126	510,460
Number of shares issued												6,511,280
Gross proceeds \| $												$ 4,207
Equity offering costs \| $												626
Conversion price \| $ / shares													$ 0.525	$ 1.68
Reverse stock split, conversion ratio					0.33	0.33
Offerings
Class of Stock [Line Items]
Warrants to purchase shares of common stock				7,614,700
Gross proceeds \| $			$ 40,000
Equity offering costs \| $			$ 4,409
Exercise price per warrant \| $ / shares				$ 5.25
Warrants term				21 months
Common Stock [Member]
Class of Stock [Line Items]
Number of shares pre-reverse stock split						146,577,707
Number of shares post-reverse stock split						48,859,213
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares outstanding										987,988
Series F Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted									291,619
Shares outstanding										1,531
Preferred stock, par value \| $ / shares																	$ 0.01
Preferred stock, stated value \| $ / shares																	100
Conversion price \| $ / shares															$ 6.00		$ 6.00
Warrants
Class of Stock [Line Items]
Number of shares issued										1,900,625
Gross proceeds \| $												57
Exercised											1,900,625
Reverse stock split, conversion ratio					0.33	0.33
Calm Warrants
Class of Stock [Line Items]
Warrants to purchase shares of common stock																312,500
Exercise price per warrant \| $ / shares													$ 0.0525	$ 1.68		$ 6.00
March Exchange Agreement [Member]
Class of Stock [Line Items]
Aggregate fair value \| $									$ 6,434		$ 6,434
June Exchange Agreement [Member]
Class of Stock [Line Items]
Aggregate fair value \| $												$ 11,755
Purchase agreement
Class of Stock [Line Items]
Number of shares per warrant							1
Warrants to purchase shares of common stock		11,216,932					481,818
Number of shares issued		10,407,408		7,614,700			4,139,393
Gross proceeds \| $	$ 35,333						$ 2,792
Equity offering costs \| $							$ 244
Share price \| $ / shares		$ 3.15		$ 5.253			$ 0.66
Offering price per pre-funded warrant \| $ / shares							0.63
Exercise price per warrant \| $ / shares		$ 3.02					$ 0.03
Proceeds from issuance of warrants \| $							$ 14
Stock issuance costs \| $	$ 3,871
Purchase agreement \| Pre-funded warrant
Class of Stock [Line Items]
Number of shares per warrant		1
Warrants to purchase shares of common stock		809,524
Exercise price per warrant \| $ / shares		$ 0.001
Purchase agreement \| Palladium Warrants
Class of Stock [Line Items]
Number of shares per warrant				133,258
Warrants to purchase shares of common stock		222,222
Exercise price per warrant \| $ / shares		$ 3.02		$ 5.25
Purchase agreement \| H.C.W. Warrants
Class of Stock [Line Items]
Number of shares per warrant				609,176
Warrants to purchase shares of common stock		897,355
Exercise price per warrant \| $ / shares		$ 3.9375		$ 6.56630

Stockholders' Equity - Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($) shares	Apr. 30, 2020 $ / shares shares	Jan. 31, 2020 item shares	Feb. 28, 2019 $ / shares shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($)
Stockholders Equity [Line Items]
Number of options, granted							667,116
Granted, exercise price \| $ / shares				$ 12.60
Number of consultants \| item			2
Stock-based compensation expense \| $					$ 470	$ 35	$ 966	$ 266
Warrants
Stockholders Equity [Line Items]
No. of RSUs, Granted							35,618,502
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period							10 years
Options, vesting period							1 year
Minimum
Stockholders Equity [Line Items]
Granted, exercise price \| $ / shares							$ 1.53
Maximum
Stockholders Equity [Line Items]
Granted, exercise price \| $ / shares							$ 5.01
Director
Stockholders Equity [Line Items]
Options, vesting period				1 year
Director \| Stock Compensation Plan
Stockholders Equity [Line Items]
Number of options, granted				10,833
Chief Executive Officer
Stockholders Equity [Line Items]
Options, vesting period				4 years
Chief Executive Officer \| Stock Compensation Plan
Stockholders Equity [Line Items]
Number of options, granted				25,000
Chief Executive Officer \| Restricted Stock Units (RSUs)
Stockholders Equity [Line Items]
No. of RSUs, Granted				12,500
Consultant \| Restricted Stock Units (RSUs)
Stockholders Equity [Line Items]
No. of RSUs, Granted			20,000
Directors And Employees
Stockholders Equity [Line Items]
Number of options, granted		625,009
Granted, exercise price \| $ / shares		$ 1.53
Percentage of vesting		25.00%
Directors And Employees \| Tranche 1
Stockholders Equity [Line Items]
Percentage of vesting		25.00%
Directors And Employees \| Tranche 2
Stockholders Equity [Line Items]
Percentage of vesting		25.00%
Directors And Employees \| Tranche 3
Stockholders Equity [Line Items]
Percentage of vesting		25.00%
2012 Plan [Member] \| Maximum
Stockholders Equity [Line Items]
Number of shares authorized	840,000				840,000		840,000
2020 Plan [Member] \| Maximum
Stockholders Equity [Line Items]
Number of shares authorized	5,000,000				5,000,000		5,000,000
XpresTest 2020 Plan [Member] \| Restricted Stock Units (RSUs)
Stockholders Equity [Line Items]
No. of RSUs, Vested							0
Unrecognized stock-based compensation related to the awards \| $	$ 313				$ 313		$ 313
XpresTest 2020 Plan [Member] \| Directors, Employees And Consultants
Stockholders Equity [Line Items]
Number of shares authorized	200				200		200
Percentage of shares authorized for issuance	20.00%				20.00%		20.00%
Awards granted under the plan							0
XpresTest 2020 Plan [Member] \| Share-based Payment Arrangement, Nonemployee \| Restricted Stock Units (RSUs)
Stockholders Equity [Line Items]
Issuance of restricted stock (in shares)	37.5
Fair market value of shares granted under the plan \| $	$ 455

Stockholders' Equity - Stock Options and RSU Activity (Details)	1 Months Ended	9 Months Ended
	Feb. 28, 2019 $ / shares	Sep. 30, 2020 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2019 \| shares		49,653
No. of options, Granted \| shares		667,116
No. of options, Exercised/Vested \| shares		(4,167)
No. of options, Forfeited \| shares		(1,667)
No. of options, Expired \| shares		(4,862)
No. of options, Outstanding as of September 30, 2020 \| shares		706,073
No. of options, Exercisable as of September 30, 2020 \| shares		521,897
Exercise price range, Granted	$ 12.60
Exercise price range, Exercised/Vested		$ 1.53
Exercise price range, Forfeited		1.53
Exercise price range, Expired		93.00
Weighted average grant date fair value, Balance at December 31, 2019		63.15
Weighted average grant date fair value, Granted		1.73
Weighted average grant date fair value, Exercised/Vested		1.53
Weighted average grant date fair value, Forfeited		1.53
Weighted average grant date fair value, Expired		93.00
Weighted average grant date fair value, Balance at September 30, 2020		5.42
Weighted average grant date fair value, exercisable		$ 6.36
Restricted Stock [Member]
Stockholders Equity [Line Items]
No. of options, Granted \| shares		57,425
No. of options, Exercised/Vested \| shares		(57,425)
Weighted average grant date fair value, Granted		$ 2.15
Weighted average grant date fair value, Exercised/Vested		2.15
Minimum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2019		1.53
Exercise price range, Granted		1.53
Exercise price range, Outstanding as of September 30, 2020		1.53
Exercise price range, Exercisable as of September 30, 2020		1.53
Maximum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2019		2,460.00
Exercise price range, Granted		5.01
Exercise price range, Outstanding as of September 30, 2020		2,460.00
Exercise price range, Exercisable as of September 30, 2020		$ 2,460.00

Derivative Liabilities and Fair Value Measurements - Changes in Company's Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Details) - USD ($)	3 Months Ended			9 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Derivative liability, beginning period		$ 3,137,000		$ 3,137,000
Revaluation of derivative conversion options and warrants				50,917,000	$ 780,000
Conversion of Stock and Notes into Common Stock			$ 3,494,000
Warrant Exchange					$ 2,728,000
Derivative liability, ending period				681,000
May 2018 Series A Warrants
Derivative liability, beginning period	$ 3,122,000
Exercise of Warrants into Common Stock	5,915,000	3,122,000
Warrant Exchange	$ 1,590,525
Derivative liability, ending period		$ 3,122,000
Exercise of Warrants	2,983,164	4,173,948
Warrants exchanged for common stock	2,385,528	2,578,455
Warrants exchanged for common stock	2,382,835
Revaluation expense				14,692,000
Calm Conversion Option
Derivative liability, beginning period		$ 216,000		216,000
B3D Conversion Option
Derivative liability, beginning period		1,761,000		1,761,000
Derivative liability, ending period				681,000
Fair Value, Inputs, Level 3 [Member]
Derivative liability, beginning period		3,137,000		3,137,000
Increase due to B3D Note Fifth Credit Agreement Amendment				36,000
Decrease due to the extinguishment of B3D Note				(2,048,000)
Increase due to B3D Note Sixth Credit Agreement Amendment				3,656,000
Revaluation of derivative conversion options and warrants				50,917,000
Derivative liability, ending period				681,000
Fair Value, Inputs, Level 3 [Member] \| May 2018 Series A Warrants
Exercise of Warrants into Common Stock				(9,036,000)
Warrant Exchange				(6,434,000)
Fair Value, Inputs, Level 3 [Member] \| Calm Conversion Option
Derivative liability, beginning period		216,000		216,000
Conversion of Stock and Notes into Common Stock				(9,200,000)
Exercise of Warrants into Common Stock				(4,108,000)
Warrant Exchange				(11,754,000)
Fair Value, Inputs, Level 3 [Member] \| B3D Conversion Option
Derivative liability, beginning period		1,761,000		1,761,000
Conversion of Stock and Notes into Common Stock				(14,485,000)
Derivative liability, ending period				$ 681,000
Common Stock [Member]
Conversion of Stock and Notes into Common Stock			$ 1,000
Common Stock [Member] \| May 2018 Series A Warrants
Exercise of Warrants into Common Stock	$ 24,000	$ 26,000
Exercise of Warrants	2,382,835	2,578,455

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended		9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2019 USD ($)	Mar. 31, 2015 employee	Sep. 30, 2020 USD ($) individual	Jan. 03, 2020 USD ($)	Dec. 31, 2019 USD ($)	Aug. 07, 2018 claim	Mar. 07, 2018
Loss Contingencies [Line Items]
Number of claims filed \| claim						8
Number of claims dismissed \| claim						10
Number of plaintiff's dismissal denied \| claim						2
Number of individuals joined the case \| individual			415
EFP Capital Solutions LLC [Member]
Loss Contingencies [Line Items]
Amount of expense paid	$ 165
MobiPT
Loss Contingencies [Line Items]
Amount of reimbursement seeks	192
Route1 Security Corporation [Member] \| Group Mobile Intl, LLC [Member]
Loss Contingencies [Line Items]
Noncontrolling interest, ownership percentage by parent							100.00%
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Estimated litigation liability, current			$ 1,091		$ 1,800
In re Chen et al [Member]
Loss Contingencies [Line Items]
Notice of FLSA misclassification claim term		3 years
Number of former employees \| employee		4
Rodger Jenkins and Gregory Jones Lawsuit [Member]
Loss Contingencies [Line Items]
Estimate of possible loss	$ 750			$ 1,500
Intellectual property litigation
Loss Contingencies [Line Items]
Estimated litigation liability, current			$ 0

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2020
Income Taxes.
Income Taxes	Note 10. Income Taxes The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. The income tax provision for the nine-month period ended September 30, 2020 reflects a de minimis estimated global annual effective tax rate. As of September 30, 2020, deferred tax assets generated from the Company’s activities in the United States were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. Net operating losses generated for tax years beginning after December 31, 2017 do not expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit. The Company had de minimis income tax expense for the nine-month period ended September 30, 2020. This was attributable primarily to operating results in conjunction with a full valuation allowance. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. The Company does not expect to record any additional material provisions for unrecognized tax benefits in the next year.

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 61,087	$ 890
Cash denominated in currency other than United States dollars	797	1,048
Restricted cash	701	451
Credit and debit card receivables	10	246
Total cash, cash equivalents and restricted cash	$ 62,595	$ 2,635	$ 2,883	$ 3,890

Leases - Other Assumptions and Pertinent Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases
Weighted average remaining lease term (years):	3 years 9 months 18 days		3 years 9 months 18 days
Weighted average discount rate used to determine present value of operating lease liability:	10.72%		10.72%
Cash paid for minimum annual rental obligations	$ 282	$ 967	$ 1,243	$ 3,223

Derivative Liabilities and Fair Value Measurements - Derivative Warrant Liabilities Based Upon Sensitivity and Nature of Inputs (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Measurement Input, Price Volatility [Member] \| B3D Conversion Option
Fair value assumptions rate	156.20%	65.70%
Measurement Input, Price Volatility [Member] \| Calm Conversion Option
Fair value assumptions rate		66.90%
Measurement Input, Price Volatility [Member] \| May 2018 Class A Warrants
Fair value assumptions rate		65.20%
Measurement Input, Price Volatility [Member] \| Calm Warrants
Fair value assumptions rate		66.90%
Measurement Input, Risk Free Interest Rate [Member] \| B3D Conversion Option
Fair value assumptions rate	1.80%	1.62%
Measurement Input, Risk Free Interest Rate [Member] \| Calm Conversion Option
Fair value assumptions rate		1.75%
Measurement Input, Risk Free Interest Rate [Member] \| May 2018 Class A Warrants
Fair value assumptions rate		1.67%
Measurement Input, Risk Free Interest Rate [Member] \| Calm Warrants
Fair value assumptions rate		1.62%
Measurement Input, Expected Term [Member] \| B3D Conversion Option
Fair value assumptions expected term (in years)	8 months 1 day	1 year 5 months 1 day
Measurement Input, Expected Term [Member] \| Calm Conversion Option
Fair value assumptions expected term (in years)		2 years 4 months 28 days
Measurement Input, Expected Term [Member] \| May 2018 Class A Warrants
Fair value assumptions expected term (in years)		3 years 4 months 17 days
Measurement Input, Expected Term [Member] \| Calm Warrants
Fair value assumptions expected term (in years)		4 years 6 months 7 days
Measurement Input, Expected Dividend Rate [Member] \| B3D Conversion Option
Fair value assumptions rate	0.00%	0.00%
Measurement Input, Expected Dividend Rate [Member] \| Calm Conversion Option
Fair value assumptions rate		0.00%
Measurement Input, Expected Dividend Rate [Member] \| May 2018 Class A Warrants
Fair value assumptions rate		0.00%
Measurement Input, Expected Dividend Rate [Member] \| Calm Warrants
Fair value assumptions rate		0.00%

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 14,001	$ 13,621
Accumulated Amortization and Impairment	(8,580)	(6,838)
Net Carrying Amount	5,421	6,783
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,309	13,309
Accumulated Amortization and Impairment	(8,373)	(6,709)
Net Carrying Amount	4,936	6,600
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	692	312
Accumulated Amortization and Impairment	(207)	(129)
Net Carrying Amount	$ 485	$ 183

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2020	$ 616
2021	2,400
2022	2,336
2023	68
2024	1
Total	$ 5,421	$ 6,783

Leases - Future Minimum Commitments (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Leases
Remainder of 2020	$ 941
2021	3,168
2022	2,396
2023	1,638
2024	941
Thereafter	934
Total future lease payments	10,018
Less: interest expense at incremental borrowing rate	(1,830)
Net present value of lease liabilities	$ 8,188

Debt - Credit Cash Funding Advances (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jun. 01, 2020	Sep. 30, 2020	Sep. 30, 2020	Jan. 09, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt outstanding		$ 5,822	$ 5,822		$ 5,762
Gain on early repayment of debt			$ (182)
CC Lender \| CC Agreement
Debt Instrument [Line Items]
Debt instrument, face amount				$ 1,000
Debt fee capitalized				160
Debt outstanding				$ 1,160
Repayments of debt	$ 733
Gain on early repayment of debt		$ 91

Debt - May 2018 Convertible Notes (Details) - May 2018 Convertible Notes $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Debt Instrument [Line Items]
Accretion of debt discount	$ (817)
Amortization of debt discount and debt issuance costs	$ 54

Stockholders' Equity - Schedule of Changes in Warrants Activity (Details) - Warrants	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Warrants [Line Items]
Outstanding, Opening Balance \| shares	1,129,371
Granted \| shares	35,618,502
Exercised \| shares	(12,602,972)
Exchanged \| shares	(3,317,054)
Expired \| shares	(8,958)
Outstanding, Ending Balance \| shares	20,818,889
Exercise price range, Exchanged	$ 0.525
Exercise price range, Expired	180.00
Minimum
Warrants [Line Items]
Exercise price range, Beginning Balance	6.00
Exercise price range, Granted	0.001
Exercise price range, Exercised	0.001
Exercise price range, Ending Balance	0.525
Maximum
Warrants [Line Items]
Exercise price range, Beginning Balance	300.00
Exercise price range, Granted	6.5663
Exercise price range, Exercised	0.525
Exercise price range, Ending Balance	$ 300.00

Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Employee Stock Option [Member]	9 Months Ended
	Sep. 30, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility:	123.00%
Expected dividend yield:	0.00%
Annual average risk-free rate:	0.37%
Expected term:	5 years 4 months 17 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 1.53
Exercise price:	1.53
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price of the Company's Common Stock on the grant date:	5.01
Exercise price:	$ 5.01

Derivative Liabilities and Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
Liabilities
Derivative liabilities	$ 681		$ 3,137
Calm Conversion Option
Liabilities
Derivative liabilities			216
B3D Conversion Option
Liabilities
Derivative liabilities	681		1,761
May 2018 Class A Warrants
Liabilities
Derivative liabilities		$ 12,348	778
Calm Warrants
Liabilities
Derivative liabilities			382
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative liabilities	681		3,137
Fair Value, Inputs, Level 3 [Member] \| Calm Conversion Option
Liabilities
Derivative liabilities			216
Fair Value, Inputs, Level 3 [Member] \| B3D Conversion Option
Liabilities
Derivative liabilities	$ 681		1,761
Fair Value, Inputs, Level 3 [Member] \| May 2018 Class A Warrants
Liabilities
Derivative liabilities			778
Fair Value, Inputs, Level 3 [Member] \| Calm Warrants
Liabilities
Derivative liabilities			$ 382