FORM HOLDINGS CORP. (NASDAQ:FH) Files An 8-K Financial Statements and Exhibits
Item 9.01 below relating to the Merger (as defined below).
As previously reported, on December 23, 2016, 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, 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
Merger).
Except as otherwise noted, all other information in the Initial
Form 8-K remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of XpresSpa as of
and for the years ended December 31, 2015 and 2014, together with
the report of BDO USA, LLP with respect thereto, and the
unaudited consolidated financial statements of XpresSpa as of
September 30, 2016 and for the nine months ended September 30,
2016 and 2015, are included as Exhibit 99.1 attached hereto and
are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated and condensed financial
statements as of September 30, 2016 and for the nine months ended
September 30, 2016 and the unaudited pro forma consolidated and
condensed statement of operations for the year ended December 31,
2015 are included as Exhibit 99.2 attached hereto and are
incorporated herein by reference.
(d) Exhibits
| Number | Description of Exhibits | |
| 23.1 |
Consent of BDO USA, LLP relating to XpresSpas financial |
|
| 99.1 |
The audited consolidated financial statements of XpresSpa |
|
| 99.2 |
The unaudited pro forma consolidated and condensed financial statements as of September 30, 2016 and for the nine months ended September 30, 2016 and unaudited pro forma consolidated and condensed statement of operations for the period ended December 31, 2015. |
FORM HOLDINGS CORP. (NASDAQ:FH) Recent Trading Information
FORM HOLDINGS CORP. (NASDAQ:FH) closed its last trading session up +0.10 at 2.29 with 55,369 shares trading hands.