UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SEC
FILE NUMBER
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FORM 12b-25
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000-49638
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NOTIFICATION OF
LATE FILING
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CUSIP
NUMBER
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(Check
one):
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[ ]
Form 10-K
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[ ]
Form 20-F
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[ ]
Form 11-K
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[X]
Form 10-Q
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[ ]
Form 10-D
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[ ]
Form N-SAR
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[ ]
Form N-CSR
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For
Period Ended:
June 30, 2018
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[ ]
Transition Report on Form 10-K
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[ ]
Transition Report on Form 20-F
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[ ]
Transition Report on Form 11-K
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[ ]
Transition Report on Form 10-Q
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[ ]
Transition Report on Form N-SAR
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For the Transition Period Ended: ______________________________________
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
ICTV
Brands Inc.
Full
Name of Registrant
International
Commercial Television Inc.
Former
Name if Applicable
489
Devon Park Drive, Suite 306
Address
of Principal Executive Office
(Street and Number)
Wayne,
PA 19087
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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[X]
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The
Registrant is unable to file its Quarterly Report on Form 10-Q for the period ending June 30, 2018 within the prescribed time
period without unreasonable effort or expense. The complexity involved to ensure proper characterization of the shares of the
Registrant’s preferred stock issued during the three months ended June 30, 2018, and the proper accounting presentation
relating thereto, required in depth accounting and legal analysis by our outside experts. As a result, our auditors were not able
to complete their technical review within typical time parameters. In accordance with Rule 12b-25 under the Securities Exchange
Act of 1934, the Registrant anticipates filing its Form 10-Q no later than five calendar days following the prescribed due date.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Kelvin
Claney
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(484)
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598-2300
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed ? If answer is no, identify report(s). [X] Yes [ ] No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [ ] No [X]
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
ICTV
Brands Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
August 14, 2018
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By:
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/s/
Kelvin Claney
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Kelvin
Claney
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Chief
Executive Officer
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