Current Report Filing (8-k)
July 10 2017 - 8:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): July 3, 2017
PhotoMedex,
Inc.
(Exact
Name of Registrant Specified in Charter)
Nevada
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0-11635
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59-2058100
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(State or Other
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(Commission File
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(I.R.S. Employer
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Jurisdiction of
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Number)
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Identification No.)
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Incorporation)
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2300 Computer Drive,
Building G, Willow Grove, PA
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19090
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
215-619-3600
100
Lakeside Drive, Suite 100, Horsham, PA 19044
(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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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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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
July 3, 2017,
PhotoMedex, Inc. (NASDAQCM and TASE “PHMD”, hereinafter referred to as
the “Company”) and its subsidiary FC Global Realty Operating Partnership, LLC, a Delaware limited liability company
(the “Acquiror” and, together with the Company, the “Acquiror Parties”), entered into an
Agreement
to Waive Second Closing Deliverables (the “Second Waiver”)
with First Capital Real Estate
Operating Partnership, L.P., a Delaware limited partnership (the “Contributor”), and First Capital Real Estate Trust
Incorporated, a Maryland corporation (the “Contributor Parent” and, together with Contributor, the “Contributor
Parties”)
, a copy of which is attached to this Current Report as Exhibit 10.1, amending the
Interest
Contribution Agreement (the “Contribution Agreement”) entered into with the Contributor Parties on March 31, 2017.
Under
the Contribution Agreement, in a mandatory closing to take place no later than December 31, 2017, the Contributor Parties were
to contribute to the Acquiror their 100% ownership interest in a private hotel that is currently undergoing renovations to convert
to a Wyndham Garden Hotel, located in Amarillo, Texas (the “Amarillo Hotel”), which has an appraised value of approximately
$16 million and an outstanding loans of approximately $10.6 million. Certain closing conditions were required to be met by the
Contributor Parties before contributing the property to the Acquiror, including the resolution of a lawsuit concerning ownership
of the property. The Contributor Parties have received an offer to purchase the Amarillo Hotel from a non-related third party.
Pursuant
to the terms and conditions of the Second Waiver, the Company and the Acquiror agreed to
waive
the requirement for the Contributor Parties to contribute to the Acquiror their 100% ownership interest in the Amarillo Hotel,
and to accept in its place a contribution in cash of not less than $5.89 million from the Contributor Parties from the sale proceeds
of the Amarillo Hotel, after the satisfaction of the outstanding loan, provided that the sale is completed and closed upon not
later than August 31, 2017. In exchange the Contributor Parties shall receive shares of stock in the Company, such amount to be
calculated as set forth in the Second Waiver. If the sale of the Amarillo Hotel is not completed and closed by August 31, 2017,
the waiver of the requirement for the contribution of the interest in the Amarillo Hotel will lapse.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management’s current expectations and
are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in
the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will
not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Forward
looking statements include, but are not limited to, statements with respect to the plans, strategies and objectives of management
for future operations; product development, extensions and marketing; and expectations, beliefs or assumptions underlying any
of the foregoing. The important factors that could cause actual results to differ significantly from those expressed or implied
by such forward-looking statements include, but are not limited to, changes in consumers’ spending habits and the marketability
of certain products. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual
Report on Form 10-K for the year ended December 31, 2016, as well as other filings on Form 10-Q and periodic filings on Form 8-K,
for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking
statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise, unless required by law.
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Item
9.01.
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Financial Statements and Exhibits.
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Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its
behalf by the undersigned hereunto duly authorized.
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PHOTOMEDEX, INC.
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Date: July 10, 2017
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By:
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/s/
Suneet Singal
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Suneet Singal
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Chief Executive Officer
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