SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(D) of the
Securities Exchange Act Of 1934
Date of report (Date of earliest event reported):
August 11, 2020
XpresSpa Group, Inc.
(Exact Name of Registrant as Specified in
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|254 West 31st Street, 11th Floor, New York, New York
|(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including
(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
||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share
||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. ¨
On August 11, 2020, XpresSpa Group,
Inc. (the “Company”) issued a press release regarding the dismissal, with prejudice, of a previously disclosed
purported derivative lawsuit filed on June 30, 2019 in the United States District Court for the Southern District of New York (“SDNY”).
A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.
The information set
forth in this Item 7.01 including the information set forth in Exhibit 99.1 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.
The Company announced on August 11, 2020 that Judge
Gregory Woods in the SDNY dismissed a previously disclosed purported derivative lawsuit filed on June 30, 2019 by Morton Binn
and Marisol F, LLC against the Company; certain of its current and former directors; Rockmore Investment Master Fund, L.P.;
B3D, LLC; and Brian Daly. The defendants had filed a motion to dismiss on October 23, 2019. The court heard oral argument on
the defendants’ motion to dismiss on January 22, 2020.
On August 6, 2020, Judge Woods adopted in its entirety a report
and recommendation issued by Magistrate Judge Sarah Cave on July 13, 2020 and dismissed all of the plaintiffs’ claims with
|Item 9.01.||Financial Statements and Exhibits
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: August 11, 2020
||/s/ Douglas Satzman|
||Chief Executive Officer|