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): March 6, 2017 (February 28, 2017)
| ICTV BRANDS INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-49638 | 76-0621102 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
|
489 Devon Park Drive, Suite 306 Wayne, PA 19087 |
| (Address of principal executive offices) |
| 484-598-2300 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (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)) |
| Item 1.01 | Entry Into a Material Definitive Contract. |
As previously disclosed, on October 4, 2016, ICTV Brands Inc. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”), with the investors identified therein (the “Investors”), pursuant to which the Company issued 20,588,243 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $0.34 per share, for an aggregate maximum amount of $7 million. In accordance with the terms of the Securities Purchase Agreement, the Company provided certain registration rights under the Securities Act of 1933, as amended, pursuant to the registration rights agreement, dated January 23, 2017, by and between the Company and the Investors (the “Registration Rights Agreement”).
Effective February 28, 2017, the Company and certain of the Investors holding a majority of the Common Stock issued under the Securities Purchase Agreement (the “Required Holders”) entered into Amendment No. 1 to the Registration Rights Agreement (the “Amendment”), whereby the Company and the Required Holders agreed to extend the deadline for filing the initial registration statement required under the Registration Rights Agreement to April 14, 2017.
The foregoing is a summary description of the material terms of the Amendment and is qualified in its entirety by the text of the Amendment, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Unless otherwise indicated, the following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to the Registration Rights Agreement, dated February 28, 2017, by and among ICTV Brands Inc. and the Investors signatory thereto |
| - 2 - |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 6, 2017 | ICTV BRANDS INC. | |
| By: | /s/ Richard Ransom | |
| Name: | Richard Ransom | |
| Title: | President | |
| - 3 - |
EXHIBIT INDEX
Unless otherwise indicated, the following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to the Registration Rights Agreement, dated February 28, 2017, by and among ICTV Brands Inc. and the Investors signatory thereto |
| - 4 - |
AMENDMENT NO. 1
TO THE
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “ Amendment ”) is made as of February 28, 2017 by and among ICTV Brands Inc ., a Nevada corporation (the “ Company ”) and each of the several purchasers signatory hereto (each such purchaser, a “ Purchaser ” and, collectively, the “ Purchasers ”).
RECITALS
WHEREAS, the Company and the Investors, including the Purchasers, have previously entered into that certain Registration Rights Agreement, dated January 23, 2017 (the “ Registration Rights Agreement ”);
WHEREAS, the Company and the Purchasers desire to amend the Registration Rights Agreement to extend the Filing Date of the initial Registration Statement (as defined in the Registration Rights Agreement);
WHEREAS, pursuant to Section 8(f) of the Registration Rights Agreement, the Registration Rights Agreement may be amended only with the written consent of (i) the Company and (ii) the Holders of at least a majority in interest of the Registrable Securities; and
WHEREAS, the undersigned Purchasers constitute the Holders of a majority of the Registrable Securities held by all Holders under the Registration Rights Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following:
1. Definitions . All capitalized terms used herein without definition shall have the meanings ascribed to them in the Registration Rights Agreement, as applicable.
2. Amendments . The definition of “Filing Date” shall be amended and restated in its entirety to read as follows:
““Filing Date” means (a) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), April 14, 2017, (b) with respect to any additional Registration Statements required to be filed pursuant to Section 2(a), the 30th day following the Effective Date for the last Registration Statement filed pursuant to this Agreement under Section 2(a); (c) with respect to any additional Registration Statements required to be filed due to SEC Restrictions, the 30th day following the applicable Restriction Termination Date; and (d) with respect to a Registration Statement required to be filed under Section 2(c), the 30th day following the date on which the Company becomes eligible to utilize Form S-3 to register the resale of Common Stock.”
3. Effect of Amendment . Except as amended as set forth above, the Registration Rights Agreement shall continue in full force and effect.
4. Counterparts . This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and the same document.
5. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the United States of America and the Commonwealth of Pennsylvania, without regard to conflict of law principles thereof.
[ Remainder of Page Intentionally Left Blank ]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.
| COMPANY: | ||
| ICTV BRANDS INC. | ||
| By: | /s/ Richard Ransom | |
| Name: | Richard Ransom | |
| Title: | President | |
| PURCHASERS: | ||
|
The Purchasers executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Amendment and agreed to the terms hereof.
|
||
Annex A
Amendment No. 1 to the Registration Rights Agreement
Investor Counterpart Signature Page
The undersigned, desiring to enter into this Amendment No. 1 to the Registration Rights Agreement (the “ Amendment ”), between the undersigned, ICTV Brands Inc., a Nevada corporation (the “ Company ”), and the other Purchasers thereto, in or substantially in the form furnished to the undersigned, hereby agrees to join the Amendment as a party thereto.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of February 28, 2017.
| Name of Purchaser : | ||
| LeoGroup Private Debt Facility, L.P. | ||
| If a partnership, corporation, trust or other business entity: | ||
| By: | /s/ Matthew J. Allain | |
| Name: | Matthew J. Allain | |
| Title: | Manager | |
| If an individual: | ||
Annex A
Amendment No. 1 to the Registration Rights Agreement
Investor Counterpart Signature Page
The undersigned, desiring to enter into this Amendment No. 1 to the Registration Rights Agreement (the “ Amendment ”), between the undersigned, ICTV Brands Inc., a Nevada corporation (the “ Company ”), and the other Purchasers thereto, in or substantially in the form furnished to the undersigned, hereby agrees to join the Amendment as a party thereto.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of February 28, 2017.
| Name of Purchaser : | ||
| Sandra F. Pessin | ||
| If a partnership, corporation, trust or other business entity: | ||
| By: | ||
| Name: | ||
| Title: | ||
| If an individual: | ||
| /s/ Sandra F. Pessin | ||
Annex A
Amendment No. 1 to the Registration Rights Agreement
Investor Counterpart Signature Page
The undersigned, desiring to enter into this Amendment No. 1 to the Registration Rights Agreement (the “ Amendment ”), between the undersigned, ICTV Brands Inc., a Nevada corporation (the “ Company ”), and the other Purchasers thereto, in or substantially in the form furnished to the undersigned, hereby agrees to join the Amendment as a party thereto.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of February 28, 2017.
| Name of Purchaser : | ||
| DG Value Partners II Master Fund, LP | ||
| If a partnership, corporation, trust or other business entity: | ||
| By: | /s/ Dov Gertzulin | |
| Name: | Dov Gertzulin | |
| Title: | Managing Member | |
| If an individual: | ||