SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 16, 2018
XPRESSPA GROUP, INC.
(formerly known as FORM Holdings Corp.)
(Exact Name of Registrant as Specified
in its Charter)
(State or other jurisdiction
780 Third Avenue, 12th Floor,
New York, NY 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:
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)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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. ¨
||Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.|
On March 16, 2018, XpresSpa Group, Inc.
(the "Company") received a notification letter from The Nasdaq Stock Market ("Nasdaq") informing the Company
that for the last 30 consecutive business days, the bid price of the Company’s securities had closed below $1.00 per share,
which is the minimum required closing bid price for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(a)(2).
This notice has no immediate effect on the
Company's Nasdaq listing; the Company has 180 calendar days, or until September 12, 2018, to regain compliance. To regain
compliance, the closing bid price of the Company’s securities must be at least $1.00 per share for a minimum of ten consecutive
business days. If the Company does not regain compliance by September 12, 2018, the Company may be eligible for additional
time to regain compliance or if the Company is otherwise not eligible, the Company may request a hearing before a Hearings Panel.
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: March 19, 2018
/s/ Andrew D. Perlman
||Andrew D. Perlman|
||Chief Executive Officer|