Item
1.01
|
Entry
Into A Material Definitive Agreement.
|
Plan
of Merger with ICTV Holdings, Inc.
As
previously reported on January 27, 2017 by ICTV Brands Inc. (the “Company”), on January 23, 2017 ICTV Holdings, Inc.,
a Nevada corporation and the Company’s wholly-owned subsidiary (“ICTV Holdings”) completed the purchase of substantially
all the assets of PhotoMedex, Inc., a Nevada corporation and its subsidiaries, Radiancy, Inc., PhotoTherapeutics Ltd., and Radiancy
(Israel) Limited, (collectively, the “PHMD Sellers”), pursuant to an asset purchase agreement, dated October 4, 2016,
by and among the Company, ICTV Holdings and the PHMD Sellers, as amended by the first amendment thereto dated January 23, 2017.
On
November 16, 2017, the Company adopted a Plan of Merger pursuant to which, effective November 16, 2017, ICTV Holdings was merged
with and into the Company, with the Company continuing as the surviving corporation, and each share of ICTV Holdings common stock
outstanding immediately prior to the effective date was cancelled and extinguished.
Plan
of Merger with Ermis Labs, Inc.
As
previously reported on January 27, 2017 by the Company, on January 23, 2017 Ermis Labs, Inc., a Nevada corporation and the Company’s
wholly-owned subsidiary (“Ermis Labs”) completed the purchase of substantially all the assets of Ermis Labs, Inc.,
a New Jersey corporation (“ELNJ”), pursuant to an asset purchase agreement, dated October 4, 2016, by and among the
Company, Ermis Labs, ELNJ, and LeoGroup Private Debt Facility, L.P., as amended by the first amendment thereto dated January 23,
2017.
On
November 16, 2017, the Company adopted a Plan of Merger pursuant to which, effective November 16, 2017, Ermis Labs was merged
with and into the Company, with the Company continuing as the surviving corporation, and each share of Ermis Labs common stock
outstanding immediately prior to the effective date was cancelled and extinguished.