FORM HOLDINGS CORP. (NASDAQ:FH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement

The disclosure in Item 2.01 of this Current Report on Form 8-K
(the Current Report) is incorporated herein by reference.

Item 2.01Completion of Acquisition or Disposition of
Assets

Completion of Merger with XpresSpa Holdings,
LLC

On December 23, 2016 (the Closing Date), FHXMS, LLC
(Merger Sub), a Delaware limited liability company and
wholly-owned subsidiary of FORM Holdings Corp., a Delaware
corporation (FORM), merged with and into XpresSpa Holdings
LLC, a Delaware limited liability company (XpresSpa), with
XpresSpa being the surviving entity and a wholly-owned subsidiary
of FORM, to the terms and conditions of the previously announced
Agreement and Plan of Merger, dated as of August 8, 2016, as
subsequently amended on September 8, 2016 and October 25, 2016
(collectively, the Merger Agreement), by and among FORM,
Merger Sub, XpresSpa, the unitholders of XpresSpa who are parties
thereto or who become parties thereto (the Unitholders)
and Mistral XH Representative, LLC, as representative of the
Unitholders (the Representative) (the Merger).

On the Closing Date, (i) the then-outstanding common units of
XpresSpa (other than those held by FORM and its subsidiaries,
which were cancelled without any consideration) and (ii) the
then-outstanding preferred units of XpresSpa (other than those
held by FORM and its subsidiaries, which were cancelled without
any consideration) were cancelled and automatically converted
into the right to receive an aggregate of:

As a result of the consummation of the Merger, as of the Closing
Date, the former stockholders of XpresSpa own approximately 18%
of the outstanding shares of FORM Common Stock (or 33% of the
outstanding shares of FORM Common Stock calculated on a fully
diluted basis) and the stockholders of FORM prior to the Merger
own approximately 82% of the outstanding shares of FORM Common
Stock (or 67% of the outstanding shares of FORM Common Stock
calculated on a fully diluted basis).

The FORM Common Stock and FORM Preferred Stock issued in
connection with the Merger were registered under the Securities
Act of 1933, as amended (the Securities Act), to a
registration statement on Form S-4 (File No.333-213566),
originally filed with the SEC on September 9, 2016, as amended,
and declared effective on October 27, 2016 (the Form S-4).
The prospectus included in the Form S-4 contains additional
information about the Merger and the related transactions. The
Form S-4 also included the proxy statement (the Proxy
Statement) for FORMs 2016 Annual Meeting of Stockholders,
held on November 28, 2016 (the Annual Meeting).

The foregoing description of the Merger Agreement is not complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which was attached as Annex A to
the Proxy Statement, the terms of which are incorporated herein
by reference.

Rockmore Senior Secured Note

XpresSpa is obligated under a senior secured note payable to
Rockmore Investment Master Fund Ltd. (Rockmore), a
significant equity holder of XpresSpa, with an outstanding
balance of approximately $6,500,000 (the Senior Secured
Note). The Senior Secured Note accrues interest of 9.24% per
annum, payable monthly, plus an additional 2.0% per annum, and
matures on May 1, 2018, with an additional one-year extension if
both FORM and Rockmore consent to such extension. Upon completion
of the Merger, the Senior Secured Note remained outstanding as an
obligation of XpresSpa, but became guaranteed by FORM. Rockmore
is an investment entity controlled by FORMs board member, Bruce
T. Bernstein. Rockmore owned equity securities of XpresSpa that
received approximately 9.5% of the merger consideration and,
following completion of the Merger, Rockmore remained the holder
of the Senior Secured Note, and holds approximately 4.7% of the
outstanding common stock of FORM on a fully diluted basis.
Rockmore provided its consent to the Merger.

Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The disclosure in Item 2.01 of this Current Report is
incorporated herein by reference.

Item 3.03Material Modification to Rights of Security
Holders

On December 23, 2016, FORM filed with the Secretary of State of
the State of Delaware a Certificate of Designation of
Preferences, Rights and Limitations of Series D Convertible
Preferred Stock (the Certificate of Designations). to the
Certificate of Designations, the holders of FORM Preferred Stock
are entitled, among other things, to an aggregate initial
liquidation preference of $23,750,000 and the right to
participate in any dividends and distributions paid to common
stockholders on an as-converted basis. The FORM Preferred Stock
will vote on an as-converted basis. The FORM Preferred Stock
shall be initially convertible into an aggregate of 3,958,336
shares of FORM Common Stock, which equals a $6.00 per share
conversion price, and each holder of FORM Preferred Stock shall
be entitled to cast the number of votes equal to the number of
whole shares of FORM Common Stock into which such shares of FORM
Preferred Stock are convertible. Upon the occurrence of certain
fundamental events, the holders of the FORM Preferred Stock will
be able to require FORM to redeem the shares of FORM Preferred
Stock at the greater of the liquidation preference and the amount
per share as would have been payable had the shares of FORM
Preferred Stock been converted into FORM Common Stock. The
holders of record of FORM Preferred Stock shall be entitled to
elect one director of FORM, voting exclusively as a separate
class, so long as the holders of FORM Preferred Stock represent
beneficial ownership in the aggregate of equal to or more than 5%
of FORMs issued and outstanding Common Stock on an as-converted
basis.

to the terms of the Certificate of Designations, on the seven
year anniversary of the initial issuance date of the shares of
FORM Preferred Stock, FORM may repay each share of FORM Preferred
Stock, at its option, in cash, by delivery of FORM Common Stock
or through any combination thereof. If FORM elects to make a
payment, or any portion thereof, in shares of FORM Common Stock,
the number of shares deliverable (the Base Shares) will be
based on the volume weighted average price per share of FORM
Common Stock for the thirty trading days prior to the date of
calculation (the Base Price) plus an additional number of
shares of FORM Common Stock (the Premium Shares),
calculated as follows: (i) if the Base Price is greater than
$9.00, no Premium Shares shall be issued, (ii) if the Base Price
is greater than $7.00 and equal to or less than $9.00, an
additional number of shares equal to 5% of the Base Shares shall
be issued, (iii) if the Base Price is greater than $6.00 and
equal to or less than $7.00, an additional number of shares equal
to 10% of the Base Shares shall be issued, (iv) if the Base Price
is greater than $5.00 and equal to or less than $6.00, an
additional number of shares equal to 20% of the Base Shares shall
be issued and (v) if the Base Price is less than or equal to
$5.00, an additional number of shares equal to 25% of the Base
Shares shall be issued. Accordingly, if the volume weighted
average price per share of FORM Common Stock is below $9.00 per
share at the time of repayment and FORM exercises the option to
make such repayment in shares of FORM Common Stock, a large
number of shares of FORM Common Stock may be issued to the
holders of FORM Preferred Stock upon maturity, which may have a
negative effect on the trading price FORM Common Stock. At the
seven year maturity date of FORM Preferred Stock (which is the
date that is seven years from the closing date of the Merger),
FORM, at its election, may decide to issue shares of FORM Common
Stock based on the formula set forth above or to re-pay in cash
all or any portion of the FORM Preferred Stock.

In 2023, upon the maturity date of the FORM Preferred Stock, when
determining whether to repay the FORM Preferred Stock in cash or
shares of FORM Common Stock, FORM expects to consider a number of
factors, including its cash position, the price of FORM Common
Stock and FORMs capital structure at such time. Because FORM does
not have to make a determination as to which option to elect
until 2023, it is impossible to predict whether it is more or
less likely to repay in cash, stock or a portion of each. For
example, assuming the entire amount of FORM Preferred Stock was
outstanding at the seven year maturity date, and FORM opted to
repay such FORM Preferred Stock entirely in shares of FORM Common
Stock, the number of shares of FORM Common Stock to be issued at
such repayment if the Base Price was $9.00 per share, $6.50 per
share and $2.50 (above the closing price on December 22, 2016)
would be approximately 2,770,833 shares, 4,019,231 shares and
11,875,000, respectively.

The foregoing description of the Certificate of Designations is
not complete and is subject to, and qualified in its entirety by,
the full text of the Certificate of Designations, which is
attached to this Current Report as Exhibit 3.1 and is
incorporated herein by reference.

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

(c) On December 23, 2016, the board of directors of FORM (the
Board) elected Edward Jankowski as Senior Vice President and
Chief Executive Officer of XpresSpa, to hold office in accordance
with the by-laws of FORM.

Mr. Jankowski, age 63,has served as XpresSpas Chief Executive
Officer since June 2016 and as a member of its Board of Directors
since May 2015. From 2012 to 2016, Mr. Jankowski was the Vice
President and General Manager of Luxury Retail at Luxottica,
where he oversaw the Ilori and Optical Shop of Aspen and Persol
retail stores, as well as the development of a go-forward Luxury
Retail model for future expansion. From 2007 to 2012, Mr.
Jankowski was Senior Vice President and General Manager for
Godiva Chocolatier, responsible for the $400 million North
America multi-channel business, consisting of 240 retail stores,
2,000 plus wholesale doors and direct and interactive business.
From 2001 to 2007, Mr. Jankowski was the Chief Operating Officer
of Safilo Groups Solstice sunglasses stores, where he opened 120
stores, oversaw store operations, merchandising, finance,
planning/distribution, marketing and communications, loss
prevention, real estate, visual and store
design/development/construction. From 1999 to 2001, Mr. Jankowski
was the President of Airport Shops Division of World Duty Free
Americas, a division of B.A.A. While there, he was a member of
the Senior Executive Committee, with responsibility for the $120
million Airport Division. He managed 85 retail stores throughout
the United States, Bermuda and Puerto Rico in the Duty Free
Fragrance, Cosmetics, Luxury Specialty and News and Gift retail
business. From 1993 to 1999, Mr. Jankowski served as the Vice
President/Director of Stores for Liz Claiborne. During this time,
he was a member of the Retail Executive Committee and led
execution of business strategies, sales results and store profit.
Prior to his position at Liz Claiborne, Mr. Jankowski held other
significant leadership positions, such as, District Manager at
Casual Corner from 1978 to 1980, District Manager at Atherton
Industries from 1980 to 1985, District Manager, Reginal Manager
and eventually Vice President/Director of Stores at Womans World
from 1985 to 1990 and as Reginal Vice President at Gantos from
1990 to 1993. Mr. Jankowski began his career in 1975 as an
Executive Trainee for R.H. Macys. Mr. Jankowski currently serves
on the Board of Directors of the Accessories Council, FIT
Accessories Advisory and the Elizabeth Carter Beach Association.
Mr. Jankowski was formerly a member of the LIM Advisory Board.
Mr. Jankowski received his B.Sc. in management and commerce
marketing from Rider University.

FORM is currently negotiating the terms of an employment
agreement with Mr. Jankowski, which will be disclosed in a
subsequent Current Report on Form 8-K once finalized.

(d)On December 23, 2016, following the closing of the Merger,
Andrew R. Heyer was elected to the Board, to serve on the Board
until FORMs 2017 annual meeting of stockholders or until his
successor has been elected and qualified, or until his earlier
resignation or removal. Mr. Heyer will serve as the designee of
the FORM Preferred Stock to the Certificate of Designations,
which states that the holders of record of FORM Preferred Stock
shall be entitled to elect one director of FORM, voting
exclusively as a separate class, so long as the holders of FORM
Preferred Stock represent beneficial ownership in the aggregate
of equal to or more than 5% of FORMs issued and outstanding
Common Stock on an as-converted basis. The Company is not aware
of any transaction in which Mr. Heyer has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Heyers appointment, Mr. Heyer and FORM
entered into an Independent Directors Agreement, dated as of
December 23, 2016, a copy of which is attached to this Current
Report as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01Other Events

On December 23, 2016, FORM issued a press release announcing the
completion of the previously announced Merger, to the Merger
Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.

The financial statements required by this item will be filed by
FORM by amendment to this Current Report not later than71
daysafter the date on which this Current Report was required to
be filed.

(b) Pro forma financial information.

The financial statements required by this item will be filed by
FORM by amendment to this Current Report not later than71
daysafter the date on which this Current Report was required to
be filed.

(d) Exhibits.

About FORM HOLDINGS CORP. (NASDAQ:FH)