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