Amended Current Report Filing (8-k/a)
April 10 2017 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 10, 2017
ICTV
BRANDS INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-49638
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76-0621102
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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489
Devon Park Drive, Suite 306
Wayne,
PA 19087
(Address
of principal executive offices)
484-598-2300
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
2.01
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Completion
of Acquisition or Disposition of Assets.
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On
January 27, 2017, ICTV Brands Inc. (the “
Company
”), filed a Current Report on Form 8-K (the “
Original
Form 8-K
”) with the Securities and Exchange Commission to report that on January 23, 2017, the Company and its wholly-owned
subsidiary ICTV Holdings, Inc., a Nevada corporation (“
ICTV Holdings
”) completed the purchase of substantially
all the assets of PhotoMedex, Inc., a Nevada corporation (“
PhotoMedex
”) and its subsidiaries, Radiancy, Inc.,
a Delaware corporation (“
Radiancy
”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated
under the laws of England and Wales (“
PHMD UK
”), and Radiancy (Israel) Limited, a private corporation incorporated
under the laws of the State of Israel (“
Radiancy Israel
” and, together with PhotoMedex, Radiancy, and PHMD
UK, the “
PHMD Sellers
”), pursuant to an asset purchase agreement, dated October 4, 2016, by and between the
Company, ICTV Holdings and the PHMD Sellers, as amended by the first amendment thereto dated January 23, 2017. Such transaction
is referred to herein as the “
PHMD Acquisition
.”
This
Current Report on Form 8-K/A amends the Original Form 8-K to include the required financial statements and pro forma financial
information with respect to the PHMD Acquisition under Item 9.01(a), (b) and (d) of Form 8-K.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
Financial Statements of Business Acquired
The
audited consolidated balance sheets of PhotoMedex as of December 31, 2016 and December 31, 2015 and the related audited consolidated
statements of comprehensive loss, changes in equity (deficit), and cash flows for the years ended December 31, 2016 and December
31, 2015, and the related notes thereto, and the report of Fahn Kanne & Co. Grant Thornton Israel, are filed as Exhibit 99.1
to this Form 8-K/A and incorporated herein by reference.
(b)
Pro Forma Financial Data
The
narrative overview and the Company’s unaudited pro forma condensed combined financial data reflecting the effects of the
PHMD Acquisition, consisting of (i) the unaudited pro forma condensed combined balance sheet as of December 31, 2016 and the related
notes thereto and (ii) the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016,
and the related notes thereto, are filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.
(c)
Shell Company Transactions. Not applicable.
(d)
Exhibits
99.1
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Audited
consolidated balance sheets of PhotoMedex, Inc., as of December 31, 2016 and December 31, 2015 and the related audited consolidated
statements of comprehensive loss, changes in equity (deficit), and cash flows for the years ended December 31, 2016 and December
31, 2015, and the related notes thereto.
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99.2
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Narrative
overview and the Company’s unaudited pro forma condensed combined financial data reflecting the effects of the PHMD
Acquisition, consisting of (i) the unaudited pro forma condensed combined balance sheet as of December 31, 2016 and the related
notes thereto and (ii) the unaudited pro forma condensed combined statement of operations for the year ended December 31,
2016, and the related notes thereto.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ICTV
BRANDS INC.
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Date:
April 10, 2017
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/s/ Richard Ransom
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Name:
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Richard
Ransom
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Title:
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President
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EXHIBIT
INDEX
The
following exhibits are filed herewith:
Exhibit
99.1
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Audited
consolidated balance sheets of PhotoMedex, Inc., as of December 31, 2016 and December 31, 2015 and the related audited consolidated
statements of comprehensive loss, changes in equity (deficit), and cash flows for the years ended December 31, 2016 and December
31, 2015, and the related notes thereto.
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99.2
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Narrative
overview and the Company’s unaudited pro forma condensed combined financial data reflecting the effects of the PHMD
Acquisition, consisting of (i) the unaudited pro forma condensed combined balance sheet as of December 31, 2016 and the related
notes thereto and (ii) the unaudited pro forma condensed combined statement of operations for the year ended December 31,
2016, and the related notes thereto.
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