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EX-10.1 - EXHIBIT 10.1 - XpresSpa Group, Inc.tv509891_ex10-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 18, 2018

 

XPRESSPA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

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

 

780 Third Avenue, 12th Floor

New York, New York 10017

(Address of Principal Executive Offices and Zip Code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 18, 2018, Mr. Richard Abbe notified the board of directors of XpresSpa Group, Inc. (the “Company”) of his resignation as a member of the board of directors of the Company to pursue other options, effective immediately.

 

On December 26, 2018, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Abbe pursuant to which the Company will indemnify, and advance expenses to, Mr. Abbe to the fullest extent permitted by applicable law, for any costs, expenses, fees, judgments, penalties, fines and settlement amounts incurred by Mr. Abbe in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of Mr. Abbe’s service as a director.

 

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

Description of Exhibits

 

10.1Indemnification Agreement between the Company and Mr. Richard Abbe, dated December 26, 2018.

 

 

 

 

SIGNATURES

 

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

 

  XPRESSPA GROUP, INC.
   
Dated: December 26, 2018 By:  

/s/ Edward Jankowski

    Name:  Edward Jankowski
    Title:    Chief Executive Officer