Gadsden Properties Inc (CE) (GADS) News

FC Global Realty Inc., FCRE, changed to Gadsden Properties Inc., GADS:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

8K looks interesting here. Pretty good pullback already and now this news about being paid back into this stock. Sounds like a pretty good 100%+ run here for tomorrow.

I agree... Anything can happen here!

Not sure about the ratio of what the merger is but seems like a big merger. heck 5 mil OS on this.

Item 8.01 Other Events.



Gadsden Press Release



As previously disclosed, on November 8, 2018, FC Global Realty Incorporated (“FC Global”) entered into an agreement and plan of merger (the “Merger Agreement”) with FC Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of FC Global (“FC Merger Sub”), Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”), and Gadsden Growth Properties, L.P., a Delaware limited partnership, pursuant to which, subject to the terms and conditions of the Merger Agreement, FC Merger Sub will merge with and into Gadsden, with Gadsden surviving the merger as a wholly-owned subsidiary of FC Global, which shall have been converted into Gadsden Properties, Inc., a Maryland corporation (“GPI”), immediately prior to the merger. As previously disclosed, on December 27, 2018, January 14, 2019 and January 25, 2019, the parties entered into agreements to amend certain provisions of the Merger Agreement described therein.



Pursuant to the Merger Agreement, the parties agreed that GPI common stock will be exchanged for Gadsden common stock at an exchange ratio of 21.529. That exchange ratio is subject to adjustment if, among other things, certain scheduled investments are acquired within a specified time frame. One of such scheduled investments is Mission Hills Square, a mixed-use ground up development that includes 158 apartment homes and 53,900 square feet of retail space. In a press release issued yesterday, Gadsden announced that it had completed the acquisition of Mission Hills Square. The extent of the adjustment to the merger exchange ratio will depend upon the net asset value contribution that results from the Mission Hills Square acquisition.



About FC Global Realty Incorporated



FC Global Realty Incorporated (OTC Pink: FCRE; TASE: FCRE), founded in 1980, is transitioning from its former business as a skin health company to a company focused on real estate development and asset management, concentrating primarily on investments in and the management and development of income producing real estate assets. FC Global’s objective is to generate current income and long-term net asset value growth using institutional best practices in evaluating its investments. Additional information about FC Global may be found online at www.fcglobalrealty.com.



About Gadsden Growth Properties, Inc.



Gadsden Growth Properties, Inc. is a Maryland corporation that was formed on August 11, 2016. Gadsden’s business strategy will focus on the acquisition, development and management of property across retail, medical office and mixed-use investment segments in secondary and tertiary cities in the United States, initially in California, Connecticut, and Utah. Gadsden intends to capitalize on the market mispricing in smaller properties, including under-capitalized, under-developed, distressed, or mismanaged properties, using the long-standing relationships that its senior management team has cultivated in the commercial real estate industry. Gadsden is a privately-held corporation and its securities do not trade on any marketplace. Additional information about Gadsden may be found online at www.GadsdenREIT.com.



Additional Information and Where to Find It



In connection with the proposed transaction between FC Global and Gadsden, FC Global has filed relevant materials with the SEC, including a registration statement on Form S-4 that includes a joint proxy statement of FC Global and Gadsden that also constitutes a prospectus of GPI, and a definitive joint proxy statement/prospectus will be mailed to stockholders of FC Global and Gadsden. INVESTORS AND SECURITY HOLDERS OF FC GLOBAL AND GADSDEN ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by FC Global through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FC Global will be available free of charge within the Investors section of FC Global’s website at ww.fcglobalrealty.com.



No Offer or Solicitation



This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

https://www.apnews.com/772a121898de4eb98632b86a296f99a5
This could run hard soon. PR’s not being posted, but the company is
Growing and purchasing properties.
Oh yeah! Read this...

As a suburb of the San Francisco Bay Area, Mission Hills Square benefits from a high quality of life, and a well-educated work force boasting median incomes that exceed $100,000 within a 5-mile radius. The project is in proximity to major employers, such as Facebook, Apple and other high-tech companies. In addition, demand for housing, coupled with low supply and high occupancy in the area, supports an inherent demand for both apartments and retail.

Interesting find man. Past news here floored me I remember. Was surprised this was non existent here.

Gadsen is out of where baby werbe was hatched also, SCOTTSDALE, AZ.

https://www.nasdaq.com/markets/ipos/company/gadsden-growth-properties-inc-1008188-82080

???

On November 13, 2018, FC Global Realty Incorporated (OTC Pink: FCRE; TASE: FCRE “FC Global”) issued a press release announcing its entry into a definitive merger agreement (the “Merger Agreement”) with Gadsden Growth Properties, Inc. (a privately-held real estate corporation, “Gadsden”) to combine their two companies. Under the terms of the Merger Agreement, FC Global will convert from a Nevada corporation to a Maryland corporation. Once the merger is complete, the resulting company will be a publicly traded real estate investment trust (REIT) that is estimated to have more than $175 million in gross assets of real estate investments and shareholder equity of more than $100 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Further information on the merger agreement may be found in the Current Report on Form 8-K and the Registration Statement on Form S-4, both filed by FC Global on November 9, 2018.

To the Stockholders of FC Global Realty Incorporated:

Notice is hereby given that an annual meeting of the stockholders of FC Global Realty Incorporated (the “ Company ”) will be held on November 29, 2018 at 9:30 a.m. local time at 2300 Computer Drive, Building G, Willow Grove, Pennsylvania 19090. At the annual meeting you will be asked to consider and vote upon the following proposals:

1. To approve the transactions contemplated by that certain remediation agreement, dated September 24, 2018, among the Company, Opportunity Fund I-SS, LLC, Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (the “ Remediation Agreement ), including the issuance of shares of the Company’s common stock upon the conversion of shares of preferred stock that have been issued thereunder.

2. To authorize the Company’s Board of Directors, in its discretion, to implement one or more reverse stock splits of the shares of the Company’s common stock at an exchange ratio of not less than 1-for-2 and not more than 1-for-15 at any time prior to the Company’s 2019 annual meeting of stockholders by filing an amendment to the Company’s Amended and Restated Articles of Incorporation.

3. To adopt the FC Global Realty Incorporated 2018 Equity Incentive Plan (the “ Plan ”) to provide for long-term incentives in the form of grants of stock, stock options and other forms of incentive compensation to officers, employees, directors and consultants.

4. To elect five (5) director nominees to the Company’s Board of Directors to serve until the next annual meeting of the Company’s stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal.

5. To ratify the appointment of Fahn Kanne & Co. Grant Thornton Israel to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

6. To approve the adjournment of the annual meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals described above.

As previously reported, the Company was notified by letter from Nasdaq on April 10, 2018 that the Company was not in compliance with Nasdaq’s Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2.5 million in stockholders’ equity.

Remediation Agreement

In order to comply with Listing Rule 5550(b)(1) and address the concerns of the staff of Nasdaq regarding the stockholder approval violations described above, on September 24, 2018, the Company entered into a remediation agreement with OFI and the Note Holders (the “ Remediation Agreement ”).

Pursuant to the Remediation Agreement, the Stock Grant Agreement was terminated, the Payout Shares were cancelled, and the Company issued to the Note Holders an aggregate of 7,485,627 shares of newly-designated Series C Preferred Stock. In addition, the resignations of Dr. Rafaeli and Mr. McGrath from the Company’s board of directors, which were previously effective upon certain events set forth in the Stock Grant Agreement, will now become effective upon the last to occur of (i) receipt of all of the shares of common stock underlying the Series C Preferred Stock and (ii) the date that the shares of common stock underlying the Series C Preferred Stock are registered for re-sale in accordance with the Registration Rights Agreement (as defined below).

In addition, the Purchase Agreement (subject to the survival of certain provisions identified in the Remediation Agreement), the Supplemental Agreement and the Exchange Agreement were terminated, the Series B Preferred Stock issued to OFI was cancelled and the Company issued to OFI 6,217,490 shares of newly-designated Series D Preferred Stock. In addition, OFI agreed to purchase $100,000 of shares of Series D Preferred Stock for a purchase price of $0.65 per share on the last day of each month, commencing on September 30, 2018, until it has purchased an aggregate of $500,000 of shares of Series D Preferred Stock; provided that, upon closing of any material business combination involving the Company that is approved by OFI, OFI agreed to purchase an additional $1,500,000 of shares of Series D Preferred Stock at a price of $0.65 per share. Notwithstanding the foregoing, from and after the date that stockholder approval of the Remediation Agreement has been obtained, instead of purchasing shares of Series D Preferred Stock, OFI agreed to purchase shares of common stock at a price of $0.65 per share.

https://ih.advfn.com/p.php?pid=nmona&article=78339404

Werbesaurus Rex building a new board!

Share Count as of 8-20-18

Authorized Shares 50,000,000

Outstanding 14,833,920

52-Wk Range
0.20 - 1.68

On March 31, 2017, the Company entered into an Interest Contribution Agreement with First Capital Real Estate Operating Partnership, L.P. (the “Contributor”), First Capital Real Estate Trust Incorporated (the “Contributor Parent”), and FC Global Realty Operating Partnership, LLC, the Company’s wholly-owned subsidiary (the “Acquiror”). The parties entered into amendments to the Interest Contribution Agreement on August 3, 2017, October 11, 2017 and December 22, 2017. Pursuant to the Interest Contribution Agreement, as amended (collectively, the “Contribution Agreement”), the Contributor contributed certain real estate assets to the Acquiror. In exchange, the Contributor received shares of the Company’s common stock and newly designated Series A Convertible Preferred Stock. This transaction closed on May 17, 2017. As a result of the Contribution Agreement, the Company has primarily become a real estate asset management and development company for the purpose of investing in a diversified portfolio of quality commercial and residential real estate properties and other real estate investments located in the United States.

As previously reported on December 29, 2017, FC Global Realty Incorporated, formerly PhotoMedex, Inc. (the “Company”), entered into a securities purchase agreement, dated December 22, 2017 (the “Purchase Agreement”) with Opportunity Fund I-SS, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor may invest up to $15,000,000 in the Company in a series of closings, in exchange for which the Investor will receive shares of the Company’s newly designated Series B Preferred Stock at a purchase price of $1.00 per share.

Also as previously reported, the Company and the Investor completed two closings under the Purchase Agreement. The first closing occurred on December 22, 2017, pursuant to which the Investor provided $1,500,000 to the Company in exchange for 1,500,000 shares of the Company’s Series B Preferred Stock. The proceeds from the first closing were used for working capital and general corporate purposes. On January 24, 2018, the Company and the Investor completed a second closing pursuant to which the Investor provided $2,225,000 to the Company in exchange for 2,225,000 shares of the Company’s Series B Preferred Stock. The proceeds from the second closing were used to perform due diligence and invest in Income Generating Properties (as defined in the Purchase Agreement) that have been approved by the Company’s Board of Directors. The issuance of the Series B Preferred Stock in the first and second closings was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.

On August 24, 2018, the Company and the Investor completed a third closing under the Purchase Agreement, pursuant to which the Investor provided $100,000 to the Company in exchange for 100,000 shares of the Company’s Series B Preferred Stock. The issuance of the Series B Preferred Stock in the third closing was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The proceeds from this closing is expected to be used for working capital and general corporate purposes.