Form 8-K

OneSpaWorld Holdings Limited

Date: May 2, 2019

/s/ Stephen B. Lazarus

Stephen B. Lazarus

Chief Operating Officer and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2019

OneSpaWorld Holdings Limited

(Exact name of registrant as specified in its charter)

Commonwealth of The Bahamas

001-38843

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Harry B. Sands, Lobosky Management Co. Ltd.

Shirley House

253 Shirley Street

P.O. Box N-624

City of Nassau, Island of New Providence, Commonwealth of The Bahamas

N/A

(Address of principal executive offices)

(Zip Code)

Tel: (242) 322-2670

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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-commencements communications 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value (U.S.)

$0.0001 per share

OSW

The Nasdaq Capital Market

Item 3.02 Unregistered Sales of Equity Securities.

On April 29, 2019, OneSpaWorld Holdings Limited (the “Company”) executed agreements reflecting the terms of previously granted equity awards made pursuant to the Company’s 2019 Equity Incentive Plan. In total, the Company granted options to purchase 4,547,075 common shares of the Company. The exercise price of the options are $12.99 per share. The awards vested immediately and become exercisable upon the five-day volume weighted average price of the common shares reaching $20.00 per share. To the extent the execution of the award agreements were a “sale” under the Securities Act of 1933, as amended (the “Act”), such awards were issued pursuant to Section 4(a)(2) of the Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2019, Maryam Banikarim was appointed to the board of directors of the Company, with such appointment to be effective on May 1, 2019. Ms. Banikarim will serve on the Nominating and Governance Committee of the board of directors. She is being compensated in line with the rest of the board of directors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.