| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal
of Previous Independent Registered Accounting Firm
Based on information provided to XpresSpa Group,
Inc. (the “Company”) by its independent registered public accounting firm, Friedman LLP (“Friedman”), effective
September 1, 2022 Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent registered public
accounting firm. On October 4, 2022, after the conclusion of the Company’s Annual Meeting of Stockholders described under Item 5.07
below, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company approved the dismissal of Friedman
and the engagement of Marcum to serve as the Company’s independent registered public accounting firm. The services previously provided
by Friedman will now be provided by Marcum.
Friedman’s report on the Company’s
consolidated financial statements as of December 31, 2021 and December 31, 2020, did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2021 and December
31, 2020 and the subsequent interim period through October 4, 2022, there were no “disagreements” (as such term is defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Friedman on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction
of Friedman, would have caused Friedman to make reference to the subject matter of the disagreements or reportable events in connection
with its reports on the financial statements for such years. During the years ended December 31, 2021 and 2020 and the subsequent interim
period through October 4, 2022, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation
S-K), except for the material weakness identified in the Company’s internal control over its financial close and reporting process.
The Company provided Friedman with a copy of the
disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Friedman furnish the Company with a copy
of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K,
stating whether Friedman agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of Friedman’s
letter to the SEC dated October 7, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment
of New Independent Registered Public Accounting Firm
As noted above, on October 4, 2022, the Audit
Committee approved the dismissal of Friedman and the engagement of Marcum to serve as the Company’s independent registered public
accounting firm. The services previously provided by Friedman will now be provided by Marcum.
During the fiscal years ended December 31, 2021
and December 31, 2020 and through the subsequent interim period as of October 4, 2022, neither the Company, nor any party on behalf of
the Company, consulted with Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the audit opinion that might be rendered regarding the Company’s consolidated financial statements, and no written
report or oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in deciding
on any accounting, auditing or financial reporting issue, or (ii) any matter subject to any “disagreement” (as such term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as such term is defined
in Item 304(a)(1)(v) of Regulation S-K)..