0000950103-19-009279.txt : 20190710
0000950103-19-009279.hdr.sgml : 20190710
20190710160526
ACCESSION NUMBER: 0000950103-19-009279
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190708
FILED AS OF DATE: 20190710
DATE AS OF CHANGE: 20190710
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Calm.com, Inc.
CENTRAL INDEX KEY: 0001721834
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34785
FILM NUMBER: 19949392
BUSINESS ADDRESS:
STREET 1: 140 2ND STREET, THIRD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: (650)988-8500
MAIL ADDRESS:
STREET 1: 140 2ND STREET, THIRD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XpresSpa Group, Inc.
CENTRAL INDEX KEY: 0001410428
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 780 THIRD AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 309-7549
MAIL ADDRESS:
STREET 1: 780 THIRD AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Form Holdings, Inc.
DATE OF NAME CHANGE: 20180102
FORMER COMPANY:
FORMER CONFORMED NAME: XpresSpa Group, Inc.
DATE OF NAME CHANGE: 20180102
FORMER COMPANY:
FORMER CONFORMED NAME: FORM Holdings Corp.
DATE OF NAME CHANGE: 20160509
4
1
dp109685_4-calm.xml
FORM 4
X0306
4
2019-07-08
0
0001410428
XpresSpa Group, Inc.
XSPA
0001721834
Calm.com, Inc.
77 GEARY STREET
THIRD FLOOR
SAN FRANCISCO
CA
94108
0
0
1
0
5.00% Unsecured Convertible Note due 2022
3.10
2019-07-08
4
P
0
2500000
2500000
A
Series E Convertible Preferred Stock
806451
2500000
D
Common Stock Warrants
2.00
2019-07-08
4
P
0
937500
A
2020-01-08
2025-01-08
Common Stock
937500
937500
D
On July 8, 2019, Calm.com, Inc. ("Calm") purchased $2.5 million aggregate principal amount of 5.00% Unsecured Convertible Notes due May 31, 2022 (the "Note") from the issuer, which will be initially convertible into shares of Series E Convertible Preferred Stock at a conversion price of $3.10 per share.
Subject to receipt of approval of the shareholders of the issuer, the conversion price of the Note may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Series E Preferred Stock becoming issuable.
The Note is convertible at Calm's option into shares of Series E Preferred Stock at any time and from time to time.
The Note matures on May 31, 2022.
Subject to receipt of approval of the shareholders of the issuer, the exercise price of the Common Stock Warrants may be reduced in connection with certain anti-dilution price protection provisions, resulting in additional shares of Common Stock becoming issuable.
The Common Stock Warrants were issued as partial consideration (along with the Note and other consideration) for Calm's investment in the issuer on July 8, 2019.
/s/ Alex Tew, Co-Chief Executive Officer, on behalf of Calm.com, Inc.
2019-07-10