ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Termination and Release Agreement
On July 12, 2017, PhotoMedex, Inc. (the “Company”) (Nasdaq and TASE: PHMD), along with its subsidiaries
Radiancy, Inc. (“Radiancy”); PhotoTherapeutics Ltd. (“PHMD UK”); and Radiancy (Israel) Limited (“Radiancy
Israel” and together with the Company, Radiancy and PHMD UK the “Sellers” and each individually a “Seller”)
entered into a Termination and Release Agreement (the “Release”) between the Sellers and ICTV Brands Inc. (“ICTV”)
and its subsidiary ICTV Holdings, Inc. (“ICTV Holdings”).
The
Sellers, ICTV and ICTV Holdings are referred to herein individually as a “Party” and collectively as the “Parties.”
Under the terms of the Release, the Asset
Purchase Agreement among the Parties, dated October 4, 2016, as amended by the First Amendment to the Asset Purchase Agreement,
dated January 23, 2017 (as so amended, the “Purchase Agreement”), is terminated and of no further force and effect,
except for certain surviving rights, obligations and covenants described in the Release. Pursuant to the Release, each of the Sellers,
on one hand, and ICTV and ICTV Holdings, on the other hand, fully release, forever discharge and covenant not to sue any other
Party, from and with respect to any and all past and present claims arising out of, based upon or relating to the Purchase Agreement
(other than the surviving covenants described in the Purchase Agreement) or the transactions contemplated thereby.
Pursuant to the terms of the Release,
ICTV shall pay to PHMD, within 3 business days of the date of the Release, $2,000,000 in cash and in immediately available funds
(the “Payment”). Subject to this Payment, neither ICTV nor ICTV Holdings shall have any further royalty or other payment
obligations under the Purchase Agreement.
Bill of Sale
As partial consideration for the
releases provided by ICTV Holdings to the Sellers pursuant to the Release and in accordance with the terms therein, on July 12,
2017, the Sellers and ICTV Holdings entered into a Bill of Sale and Assignment (“Bill of Sale”), which provides that
each Seller sell, assign, transfer, convey and deliver to ICTV Holdings, and ICTV Holdings purchase and accept from each Seller,
all of the right, title and interest, legal or equitable, of each such Seller in and to a deposit in the amount of $210,000 held
by Sigmatron International, Inc. (“Sigmatron”), pursuant to an arrangement between one or more of the Sellers and
Sigmatron.
The foregoing description of the Release, Bill of Sale, ancillary agreements and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the copies of the Release
and Bill of sale filed as exhibits to this Form 8-K and the Asset Purchase Agreement and the First APA Amendment, which were incorporated
by reference as exhibits in the Forms 8-K filed on October 4, 2016 and January 24, 2017.
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.