UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XpresSpa Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
98420U109
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. ☐ Rule 13d-1(b)
b. ☒ Rule 13d-1(c)
c. ☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 6
CUSIP
No. 98420U109
|
1.
|
Names of Reporting Persons.
Mitchell P. Kopin |
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5.
|
Sole Voting Power
0 |
|
6.
|
Shared Voting Power
1,800,968 | |
|
7.
|
Sole Dispositive Power
0 | |
|
8.
|
Shared Dispositive Power
1,800,968 |
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,968 (see Item 4) |
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.95% (see Item 4) |
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC |
Page 2 of 6
CUSIP No. 98420U109
|
1.
|
Names of Reporting Persons.
Daniel B. Asher |
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5.
|
Sole Voting Power
0 |
|
6.
|
Shared Voting Power
1,800,968 | |
|
7.
|
Sole Dispositive Power
0 | |
|
8.
|
Shared Dispositive Power
1,800,968 |
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,968 (see Item 4) |
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.95% (see Item 4) |
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC |
Page 3 of 6
CUSIP No. 98420U109
|
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC |
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5.
|
Sole Voting Power
0 |
|
6.
|
Shared Voting Power
1,800,968 | |
|
7.
|
Sole Dispositive Power
0 | |
|
8.
|
Shared Dispositive Power
1,800,968 |
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,968 (see Item 4) |
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.95% (see Item 4) |
|
12.
|
Type of Reporting Person (See Instructions)
OO |
Page 4 of 6
This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 25, 2018 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
| Item 4. | Ownership. |
(a) and (b):
As of the close of business on December 31, 2018, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,800,968 shares of Common Stock in the aggregate, which consisted of (i) 591,290 shares of Common Stock issuable upon conversion of the Convertible Note, (ii) 403,226 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”) and (iii) 806,452 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), and all such shares of Common Stock represented beneficial ownership of approximately 4.95% of the Common Stock, based on (1) 34,546,518 shares of Common Stock outstanding as of November 9, 2018 as reported by the Issuer, plus (2) 591,290 shares of Common Stock issuable upon conversion of the Convertible Note, (3) 403,226 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (4) 806,452 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2.
(c) Number of shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote: 1,800,968 .
(iii) Sole power to dispose or to direct the disposition of 0 .
(iv) Shared power to dispose or to direct the disposition of 1,800,968 .
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 8, 2019 | ||
| /s/ Mitchell P. Kopin | ||
| Mitchell P. Kopin | ||
| /s/ Daniel B. Asher | ||
| Daniel B. Asher | ||
| Intracoastal Capital LLC | ||
| By: | /s/ Mitchell P. Kopin | |
|
Mitchell P. Kopin, Manager | ||
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