SEC Comment Letter for XWELL, Inc. (XWEL) (CIK 0001410428) (XWEL) — Oct 7, 2019
XWELL, Inc. (XWEL) (CIK 0001410428)
Date: Oct. 7, 2019 · CIK: 0001410428 · Accession: 0000000000-19-014369
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-233419
Letter
October 7, 2019 Douglas Saltzman Chief Executive Officer XpresSpa Group, Inc. 780 Third Avenue, 12th Floor New York, New York 10017 Re:XpresSpa Group, Inc. Registration Statement on Form S-3/A File no. 333-233419 Amended on September 27, 2019 Dear Mr. Saltzman: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 16, 2019 letter. Registration Statement on Form S-3/A, amended on September 27, 2019 General 1.We have considered your response to prior comment 2. Please expand your analysis to address the following: •For each selling shareholder, what the number of shares being registered represents in terms of the percentage of currently outstanding shares held by non-affiliates; •How the fact that Palladium Capital Advisors LLC is in the business of underwriting securities affects your analysis of whether their shares can be registered as a secondary offering; •How the agreements entered into on July 8, 2019, including amendments to the agreements, are related; •How the agreements and amendments to the agreements changed the number of shares each selling shareholder beneficially owns or is entitled to receive upon conversion or exchange of securities;
FirstName LastNameDouglas Saltzman Comapany NameXpresSpa Group, Inc. October 7, 2019 Page 2 FirstName LastName Douglas Saltzman XpresSpa Group, Inc. October 7, 2019 Page 2 •The consideration the company received under the agreements; •The extent to which the shares being registered are issuable pursuant to provisions based upon the trading market of the company's shares, and if so, the extent of any discount to the market price; •Why the company entered into the agreements and amendments to the agreements; and •Why the company is registering all the securities now. Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Kenneth Koch
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October 7, 2019
Douglas Saltzman
Chief Executive Officer
XpresSpa Group, Inc.
780 Third Avenue, 12th Floor
New York, New York 10017
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3/A
File no. 333-233419
Amended on September 27, 2019
Dear Mr. Saltzman:
We have reviewed your amended registration statement and have the following
comment. Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our September 16, 2019 letter.
Registration Statement on Form S-3/A, amended on September 27, 2019
General
1.We have considered your response to prior comment 2. Please expand your analysis to
address the following:
•For each selling shareholder, what the number of shares being registered represents in
terms of the percentage of currently outstanding shares held by non-affiliates;
•How the fact that Palladium Capital Advisors LLC is in the business of underwriting
securities affects your analysis of whether their shares can be registered as a
secondary offering;
•How the agreements entered into on July 8, 2019, including amendments to the
agreements, are related;
•How the agreements and amendments to the agreements changed the number of
shares each selling shareholder beneficially owns or is entitled to receive upon
conversion or exchange of securities;
FirstName LastNameDouglas Saltzman
Comapany NameXpresSpa Group, Inc.
October 7, 2019 Page 2
FirstName LastName
Douglas Saltzman
XpresSpa Group, Inc.
October 7, 2019
Page 2
•The consideration the company received under the agreements;
•The extent to which the shares being registered are issuable pursuant to provisions
based upon the trading market of the company's shares, and if so, the extent of any
discount to the market price;
•Why the company entered into the agreements and amendments to the agreements;
and
•Why the company is registering all the securities now.
Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Kathleen Krebs, Special
Counsel, at 202-551-3350, with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Kenneth Koch