SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 15, 2020
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
|254 West 31st Street, 11th Floor, New York, New York||10001|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||XSPA||The Nasdaq Stock Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 7.01.||Regulation FD Disclosure.|
On December 17, 2020, XpresSpa Group, Inc. (the “Company”) issued a press release announcing and relating to a services agreement (the “Services Agreement”) that its subsidiary, XpresTest, Inc. (referred to herein as “XpresCheck”), had entered into with United Airlines (“United”), as described further in Item 8.01 below.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the contents of the press release are hereby incorporated herein by reference.
The information set forth in or incorporated by reference into this Item 7.01, including the information set forth in Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report (including Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as a requirement of Item 7.01.
|Item 8.01.||Other Events.|
On December 15, 2020, XpresCheck entered into the Services Agreement with United under which XpresCheck agreed provide pre-travel onsite COVID-19 testing services for certain selected United flights originating in or connecting through various major U.S. domestic hubs in which the Company currently has (or if and when it does have) operations, including Newark Liberty International Airport (EWR), Denver International Airport (DEN), Daniel K. Inouye International Airport (HNL), George Bush Intercontinental/Houston Airport (IAH), San Francisco International Airport (SFO), Dulles International Airport (IAD), O'Hare International Airport (Chicago) (ORD), Los Angeles International Airport (LAX) and such other locations as may become available and as mutually agreed upon by the parties.
As noted in the December 17, 2020 press release, initial services under the Services Agreement will begin on December 21, 2020 in Newark Liberty International Airport (EWR) and Denver International Airport (DEN) for select direct flights to Hawaii. The ensuing rollout schedule for other flights and locations in the scope of the Services Agreement will be mutually agreed upon by the parties. The initial term of the agreement is six months, and will continue thereafter subject to cancellation by either party on 30 days’ prior written notice.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press Release Dated December 17, 2020|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|XpresSpa Group, Inc.|
|Date: December 17, 2020||By:||/s/ Douglas Satzman|
|Title:||Chief Executive Officer|
XpresSpa Group Announces Partnership with United Airlines for COVID-19 Testing with XpresCheck Testing Facilities
XpresCheck Testing Centers will kickoff on-site testing for select United travel routes at Newark Liberty International Airport and Denver International Airport
NEW YORK and CHICAGO, December 17, 2020 - XpresSpa Group, Inc. (Nasdaq: XSPA) (“XpresSpa” or the “Company”), a health and wellness company, today announced its XpresCheck subsidiary had entered into a national agreement with United Airlines to offer COVID-19 testing services starting with Newark Liberty International Airport (EWR) and Denver International Airport (DEN). Beginning Monday, December 21, XpresCheck will support direct flights to Hawaii creating air bridges between more airports and vacation destinations, so travelers can return to safer travel during the COVID-19 pandemic.
“We are very pleased to support United’s efforts to provide their customers with more testing options to meet their destination entry requirements with our easy rapid molecular testing protocol and convenient on-site testing facilities,” said Doug Satzman, XpresSpa Group’s chief executive officer. "Our partnership with United Airlines will start with select flights to Hawaii in two major hub airports and expand to additional cities as our plans continue to develop.”
XpresCheck will provide pre-travel testing on-site with rapid molecular testing services to individuals, in order to detect the active presence of the COVID-19 virus and reduce the risk of spreading the virus. Passengers who are found to test positive from a rapid test are informed that they must exit the airport and self-isolate per CDC guidelines, along with anyone whom they are traveling with. As more destinations mandate testing requirements, partnerships between airport testing facilities and airlines will continue to pave the way to restoring traveler confidence and safety in 2021.
“United was the first to offer a customer COVID-19 testing program and we continue to lead the way in providing greater accessibility to more testing options,” said Toby Enqvist, chief customer officer. “Our partnership with XpresCheck represents another way we can continue to meet our customers’ needs and contribute to creating the safest travel experience possible.”
About United Airlines
United's shared purpose is "Connecting People. Uniting the World." For more information, visit united.com, follow @United on Twitter and Instagram or connect on Facebook. The common stock of United's parent, United Airlines Holdings, Inc., is traded on the Nasdaq under the symbol "UAL".
About XpresSpa Group, Inc.
XpresSpa Group, Inc. (Nasdaq: XSPA) is a leading global health and wellness holding company. XpresSpa Group’s core asset, XpresSpa, is a leading airport retailer of spa services and related health and wellness products, with 50 locations in 25 airports globally. Through its XpresTest, Inc. subsidiary, the Company also provides COVID-19 screening and testing under its XpresCheck™ brand at JFK International Airport, Newark Liberty International Airport, and Logan International Airport. To learn more about XpresSpa Group, visit: www.XpresSpaGroup.com. To learn more about XpresSpa, visit www.XpresSpa.com. To learn more about XpresCheck, visit www.XpresCheck.com.
This press release may contain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. In particular, these statements include, without limitation, statements about our expectations relating to our new XpresCheck™ concept, being able to expand testing to other communicable diseases as well as administer vaccinations for the seasonal flu, our positioning to be part of the national rollout of various COVID-19 vaccinations as they become available, the degree to which our public testing model assists passengers meet testing requirements in select states and countries, our ability to identify and gain access to the latest and best COVID-19 testing methodologies and equipment, and our ability further expand our initial sites and our overall ability to manage the regulatory challenges associated with this business line. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today's date and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.
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