Business Context and Reporting Period
This Form 8-K Current Report was filed by XpresSpa Group, Inc. (trading symbol: XSPA) on May 6, 2020, covering events occurring on May 4, 2020. The filing addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on corporate governance and audit matters.
Material Changes
- Dismissal of Auditor: The Audit Committee dismissed CohnReznick LLP as the independent registered public accounting firm, effective May 4, 2020.
- Appointment of New Auditor: The Audit Committee appointed Friedman LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2020, effective immediately.
- Audit History: CohnReznick's reports for the years ended December 31, 2019, and 2018, included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. No other adverse opinions, disclaimers, or qualifications were issued.
- Disagreements and Reportable Events: There were no disagreements with CohnReznick regarding accounting principles or auditing scope. The only reportable event identified was a material weakness in the Company's internal control over its financial close and reporting process.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the previously disclosed material weakness in internal controls and the historical going concern qualification. No unusual items or contingencies were disclosed in this specific report.
Investor Verification Checklist
- Verify the reasons for the dismissal of CohnReznick LLP and the selection of Friedman LLP.
- Review the status of the material weakness in internal controls over financial reporting.
- Assess the current status of the "substantial doubt" regarding the Company's ability to continue as a going concern.
- Examine the letter from CohnReznick LLP to the SEC (Exhibit 16.1) for any additional context on the dismissal.