Calm.com, Inc. 4

4 · XpresSpa Group, Inc. · Filed Jul 10, 2019

Form 4

Period: 2019-07-08

10% Owner

Transactions

Purchase
5.00% Unsecured Convertible Note due 2022
2019-07-08$2500000.00/sh
Exercise: $3.10→ Series E Convertible Preferred Stock (806,451 underlying)
Purchase
Common Stock Warrants
2019-07-08+937,500→ 937,500 total
Exercise: $2.00From: 2020-01-08Exp: 2025-01-08→ Common Stock (937,500 underlying)

Footnotes (6)

[F1]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.
[F2]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.
[F3]The Note is convertible at Calm's option into shares of Series E Preferred Stock at any time and from time to time.
[F4]The Note matures on May 31, 2022.
[F5]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.
[F6]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.

Documents

1 file