XWELL, Inc. — Director's Dealing 2020

Apr 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XpresSpa Group, Inc. (XSPA)
CIK: 0001410428
Period of Report: 2020-04-16

Reporting Person: Calm.com, Inc. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-16	5.00% Unsecured Convertible Note due 2022	$3.1	S	2500000	Disposed		Series E Convertible Preferred Stock (1445816)	Direct
2020-04-20	Common Stock Warrants	$2	S	937500	Disposed	2025-01-08	Common Stock (937500)	Direct
2020-04-20	Series E Convertible Preferred Stock	$2	S	967742	Disposed		Common Stock (1500000)	Direct

Footnotes

F1: $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.

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 the holder'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: Holder has the right to convert any of the Series E Convertible Preferred at any time and from time to time.

F7: The Series E Convertible Preferred Stock matures on November 13, 2025.