Current Report Filing (8-k)
May 21 2019 - 5:10PM
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):
May 21, 2019 (May 15, 2019)
FC
Global Realty Incorporated
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
000-11635
|
|
59-2058100
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
2300 Computer Drive, Building G, Willow Grove, PA
|
|
19090
|
(Address of principal executive offices)
|
|
(Zip Code)
|
215-830-1430
|
(Registrant’s telephone number, including area code)
|
|
(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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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.
☐
Securities registered pursuant to Section 12(b) of the Act:
None
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Cancellation and Exchange Agreement
As previously reported, on March 13, 2019,
FC Global Realty Incorporated, a Nevada corporation (the “
Company
”), entered into a Stock Purchase Agreement
(as amended on April 5, 2019 and May 2, 2019, the “
Purchase Agreement
”) with Gadsden Growth Properties, Inc.,
a Maryland corporation (“
Gadsden
”), pursuant to which Gadsden agreed to transfer and assign to the Company all
of its general partnership interests and Class A limited partnership interests in Gadsden Growth Properties, L.P., a Delaware limited
partnership (“
OPCO
”), the operating partnership of Gadsden that holds all of its assets and liabilities, in
exchange for shares of the Company’s common stock (the “
FCG Common Stock
”), 7% Series A Cumulative Convertible
Perpetual Preferred Stock, Series B Non-Voting Convertible Preferred Stock (the “
FCG Series B Preferred Stock
”)
and 10% Series C Cumulative Convertible Preferred Stock. The closing of the transactions contemplated by the Purchase Agreement
was completed thereafter on April 5, 2019.
In connection with the Purchase Agreement,
on May 16, 2019, the Company entered into a Cancellation and Exchange Agreement, effective May 15, 2019 (the “
Exchange
Agreement
”) with Gadsden and the stockholders of Gadsden identified on Schedule A of the Exchange Agreement (collectively,
the “
Stockholders
”), pursuant to which the Company issued to the Stockholders an aggregate of 91,489,633 shares
of FCG Common Stock (the “
New FC Global Shares
”) in consideration for the cancellation (i) by the Stockholders
of 481,004 shares of Gadsden’s common stock and an aggregate of 3,264,994 shares of Gadsden’s series B preferred stock
and (ii) by Gadsden of 11,747,705 shares of the FCG Common Stock and 3,264,994 shares of the FCG Series B Preferred Stock.
The foregoing description the Exchange
Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit
10.4, and is incorporated herein by reference.
|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
The information set forth under Item 1.01
regarding the issuance of the New FC Global Shares is incorporated by reference into this Item 3.02. The issuance of these securities
is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act arising under
Section 4(a)(2) of the Securities Act.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
Exhibit No.
|
|
Description of Exhibit
|
10.1
|
|
Stock Purchase Agreement, dated March 13, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2019)
|
|
|
|
10.2
|
|
Amendment No. 1 to Stock Purchase Agreement, dated April 1, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 11, 2019)
|
|
|
|
10.3
|
|
Amendment No. 2 to Stock Purchase Agreement, dated May 2, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 8, 2019)
|
|
|
|
10.4
|
|
Cancellation and Exchange Agreement, dated May 17, 2019, among Gadsden Growth Properties, Inc., FC Global Realty Incorporated and the Stockholders named therein
|
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, FC Global Realty Incorporated has duly caused this current report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 21, 2019
|
FC GLOBAL REALTY INCORPORATED
|
|
|
|
|
By:
|
/s/ John Hartman
|
|
|
John Hartman
|
|
|
Chief Executive Officer
|