0000950103-20-007902.txt : 20200421 0000950103-20-007902.hdr.sgml : 20200421 20200421204410 ACCESSION NUMBER: 0000950103-20-007902 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200416 FILED AS OF DATE: 20200421 DATE AS OF CHANGE: 20200421 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: 20806421 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: 254 WEST 31ST STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (646) 525-4319 MAIL ADDRESS: STREET 1: 254 WEST 31ST STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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 dp126535_4-calm.xml X0306 4 2020-04-16 1 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 3.1 2020-04-16 4 S 0 2500000 2375000 D Series E Convertible Preferred Stock 1445816 0 D Common Stock Warrants 2 2020-04-20 4 S 0 937500 0.107 D 2020-01-08 2025-01-08 Common Stock 937500 0 D Series E Convertible Preferred Stock 2 2020-04-20 4 S 0 967742 0.334 D Common Stock 1500000 0 D $2.5 million aggregate principal amount of XpresSpa Group, Inc.'s 5.00% Unsecured Convertible Notes due May 31, 2022 (the "Note"), which is convertible into shares of Series E Convertible Preferred Stock at a conversion price of $2.00 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 the holder'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. Holder has the right to convert any of the Series E Convertible Preferred at any time and from time to time. The Series E Convertible Preferred Stock matures on November 13, 2025. /s/ Alex Tew, Co-Chief Executive Officer, on behalf of Calm.com, Inc. 2020-04-21