SECURITIES AND EXCHANGE COMMISSION
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 8, 2022, XpresSpa Group, Inc. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for its common stock had been below $1.00 for 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “XSPA”.
Under the Nasdaq Listing Rules, the Company has a period of 180 calendar days from the date of the Notice to regain compliance with the Bid Price Requirement. Accordingly, the Company has until December 5, 2022 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 for a minimum of ten consecutive business days prior to the Compliance Date. In the event the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify for this second compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement, or will otherwise be in compliance with other Nasdaq Listing Rules.
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
On June 14, 2022, the Company announced the separation of service with the Company of James A. Berry, the Chief Financial Officer, effective June 13, 2022. The Company also announced that the Board had appointed Omar A. Haynes as Interim Chief Financial Officer of the Company, which became effective on June 13, 2022. In such role, Mr. Haynes will serve as the Company’s principal financial officer and principal accounting officer for SEC reporting purposes, pursuant to the terms of his current employment arrangements with the Company.
Mr. Haynes, 40, has served as Vice President of Treasury & Finance of the Company since June 2021 and will continue to retain those titles while serving as the Company’s Interim Chief Financial Officer. He joined the Company as Associate Director of Finance in March 2017, then served as Director of Finance, Analytics & Treasury from January 2019 to June 2020 and Treasurer & Senior Director of Finance from June 2020 to May 2021. Before joining the Company, he worked in corporate structuring and interim management consulting, focusing on performance improvement and cash management.
For his service as Interim Chief Financial Officer, Mr. Haynes will receive a base salary of $288,750 annually, subject to review by the Compensation Committee of the Company’s board of directors. He is eligible to receive an annual cash bonus with a target of 50% of his base salary and will be eligible to participate in any annual bonus or other incentive compensation program that the Company may adopt from time to time for its executive officers.
There was no other arrangement or understanding pursuant to which Mr. Haynes was selected as an officer of the Company. There are no family relationships between Mr. Haynes and any director or executive officer of the Company. There are no related party transactions in respect of the Company of the kind described in Item 404(a) of Regulation S-K in which Mr. Haynes was a participant.
Item 8.01. Other Events
On June 14, 2022, the Company issued a press release regarding the changes in roles of Messrs. Berry and Haynes discussed in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
104 Cover page Interactive Data File (embedded within the Inline XBRL document)
This Form 8-K contains forward-looking statements that we intend to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K, other than statements of historical facts may constitute forward-looking statements within the meaning of the federal securities laws. These statements can be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Any forward-looking statements contained herein are based on current expectations, and are subject to a number of risks and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities, performance, achievements or results to differ materially from the activities and results anticipated in forward-looking statements. These risks and uncertainties include those described in the “Risk Factors” section as detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. In addition, forward-looking statements may also be adversely affected by general market factors, general economic and business conditions, including potential adverse effects of public health issues, such as the COVID-19 outbreak (including any new variant strains of the underlying virus) on economic activity, among other factors. The forward-looking statements contained in this Form 8-K speak only as of the date the statements were made, and the Company does not undertake any obligation to update forward-looking statements, except as required by law.
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: June 14, 2022||By:||/s/ Scott R. Milford|
|Name:||Scott R. Milford|
|Title:||Chief Executive Officer|
XpresSpa Group Announces the Separation of Service
of Chief Financial Officer
Omar Haynes Named Interim Chief Financial Officer
NEW YORK, June 14, 2022 - XpresSpa Group, Inc. (Nasdaq: XSPA), a travel health and wellness company, today announced the separation of service with the Company of James A. Berry, effective June 13, 2022. The Company has named Omar A. Haynes as Interim Chief Financial Officer while it conducts an executive search to fill the position permanently.
Mr. Haynes joined the Company as Associate Director of Finance in March 2017, served as Director of Finance, Analytics & Treasury from January 2019 to June 2020, and then Treasurer & Senior Director of Finance from June 2020 to May 2021. Previously he was an associate at both Alvarez & Marsal and Conway, Del Genio, Gries & Co. Mr. Haynes holds a Bachelor of Arts in Quantitative Economics from Tufts University.
Scott Milford, XpresSpa Group Chief Executive Officer, said, “On behalf of our Board and the entire team, I want to thank James and wish him the best in his future endeavors. I also want to thank Omar for stepping into this interim role to help build the momentum necessary for growth. Omar is well suited to serve as our Interim Chief Financial Officer given his strong financial background and tenure with the Company. We have launched a search for a full-time Chief Financial Officer and look forward to naming that individual once they have been identified.”
About XpresSpa Group, Inc.
XpresSpa Group, Inc. (Nasdaq: XSPA) is a leading global health and wellness holding company operating three brands: XpresCheck®, XpresSpa®, Treat™.
|•||XpresCheck is a leading on-site airport provider of Covid-19 screening and diagnostic testing with 15 locations in 12 domestic airports. XpresCheck is also partnered with the CDC and Concentric by Ginkgo, conducting biosurveillance monitoring at four major domestic airports to identify existing and new SARS-CoV-2 variants.|
|•||XpresSpa is a leading airport retailer of wellness services and related products, with 23 locations in 13 airports globally.|
|•||Treat is a travel health and wellness brand that is providing on-demand access to healthcare through technology and personalized services, including two domestic airport locations.|
|•||To further build on XpresSpa Group’s expertise in the health and wellness space, the Company acquired HyperPointe, a leading digital healthcare and data analytics relationship marketing agency serving the global healthcare industry, in January 2022.|
To learn more about XpresCheck, visit: www.XpresCheck.com
To learn more about XpresSpa, visit www.XpresSpa.com
To learn more about Treat, visit: www.Treat.com
To learn more about HyperPointe, visit: www.Hyperpointe.com
Twitter: @xprescheck and Instagram: @realxprescheck
Twitter: @XpresSpa and Instagram: @XpresSpa
Twitter: @Treat_Care and Instagram: @treat_care
This press release may contain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today's date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and 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.