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): November 16, 2017 (November 21, 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. [  ]

 

 

 

 
 

 

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.

 

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   Plan of Merger of ICTV Holdings, Inc. into ICTV Brands Inc., dated November 16, 2017.
     
10.2   Plan of Merger of Ermis Labs, Inc. into ICTV Brands Inc., dated November 16, 2017.

 

 
 

 

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.

 

ICTV BRANDS INC.
     
Date: November 21, 2017   /s/ Richard Ransom
  Name: Richard Ransom
  Title: President

 

 
 

 

EXHIBIT INDEX

 

Unless otherwise indicated, the following exhibits are filed herewith:

 

Exhibit No.   Description of Exhibit
10.1   Plan of Merger of ICTV Holdings, Inc. into ICTV Brands Inc., dated November 16, 2017.
     
10.2   Plan of Merger of Ermis Labs, Inc. into ICTV Brands Inc., dated November 16, 2017.

 

 
 

 

 

EXHIBIT 10.1

 

PLAN OF MERGER

OF

ICTV HOLDINGS, INC.

INTO

ICTV BRANDS INC.

 

This Plan of Merger is adopted by ICTV Brands Inc., a Nevada corporation (the “ Company ”), as of November 16, 2017 to merge the Company’s wholly-owned subsidiary, ICTV Holdings, Inc., a Nevada corporation (“ ICTV Holdings ”), with and into the Company (the “ Merger ”) in accordance with Section 92A.180 of the Nevada Revised Statutes (the “ NRS ”).

 

1. Merger . In accordance with Section 92A.180 of the NRS, at the Effective Time (as defined below), ICTV Holdings shall be merged with and into the Company in accordance with this Plan of Merger, and the separate corporate existence of ICTV Holdings shall thereupon cease. Pursuant to and simultaneously upon the consummation of the Merger at the Effective Time, in accordance with the NRS, (a) the Company shall continue as the surviving corporation in the Merger (sometime hereinafter referred to as the “ Surviving Corporation ”), (b) the corporate identity, existence, powers, rights and immunities of the Company as the Surviving Corporation shall continue unimpaired by the Merger, and (c) the Company shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises, immunities and purposes, and be subject to all the debts, liabilities, obligations, restrictions and duties of ICTV Holdings, all without further act or deed.

 

2. Filing of Articles of Merger; Effective Time . The Merger shall be effective at the time as provided in the Articles of Merger to be filed with the Secretary of State of the State of Nevada, which filing shall be made as soon as practicable after the date hereof. The time of such effectiveness shall herein be referred to as the “ Effective Time .”

 

3. Articles of Incorporation of Surviving Corporation . From and after the Effective Time, the Articles of Incorporation of Company in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, and shall continue in full force and effect until amended in accordance with the provisions provided therein or the applicable provisions of the NRS.

 

4. Bylaws of Surviving Corporation . From and after the Effective Time, the Bylaws of the Company in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, and shall continue in full force and effect until amended in accordance with the provisions provided therein or the applicable provisions of the NRS.

 

5. Directors and Officers of Surviving Corporation . From and after the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each such director or officer to serve in such capacity until his or her earlier death, resignation or removal or until his or her successor is duly elected or appointed.

 

 
 

 

6. Effect of Merger on Capital Stock . At the Effective Time, all shares of capital stock of ICTV Holdings issued to the Company shall be cancelled and extinguished. The capital stock of the Company issued and outstanding immediately prior to the Effective Time shall be unchanged and remain issued and outstanding immediately after consummation of the Merger.

 

7. Amendment, Abandonment or Deferral . This Plan of Merger may be amended by the Board of Directors of the Company at any time prior to the Effective Time. At any time before the Effective Time, this Plan of Merger may be terminated and the Merger may be abandoned, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company. In the event of termination of this Plan of Merger, this Plan of Merger shall become void and of no effect.

 

This Plan of Merger has been adopted as of the date set forth above.

 

  ICTV Brands Inc.
     
  By: /s/ Kelvin Claney
  Name: Kelvin Claney
  Title: Chief Executive Officer

 

 
 

 

 

EXHBIIT 10.2

 

PLAN OF MERGER

OF

ERMIS LABS, INC.

INTO

ICTV BRANDS INC.

 

This Plan of Merger is adopted by ICTV Brands Inc., a Nevada corporation (the “ Company ”), as of November 16, 2017 to merge the Company’s wholly-owned subsidiary, Ermis Labs, Inc., a Nevada corporation (“ Ermis Labs ”), with and into the Company (the “ Merger ”) in accordance with Section 92A.180 of the Nevada Revised Statutes (the “ NRS ”).

 

1. Merger . In accordance with Section 92A.180 of the NRS, at the Effective Time (as defined below), Ermis Labs shall be merged with and into the Company in accordance with this Plan of Merger, and the separate corporate existence of Ermis Labs shall thereupon cease. Pursuant to and simultaneously upon the consummation of the Merger at the Effective Time, in accordance with the NRS, (a) the Company shall continue as the surviving corporation in the Merger (sometime hereinafter referred to as the “ Surviving Corporation ”), (b) the corporate identity, existence, powers, rights and immunities of the Company as the Surviving Corporation shall continue unimpaired by the Merger, and (c) the Company shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises, immunities and purposes, and be subject to all the debts, liabilities, obligations, restrictions and duties of Ermis Labs, all without further act or deed.

 

2. Filing of Articles of Merger; Effective Time . The Merger shall be effective at the time as provided in the Articles of Merger to be filed with the Secretary of State of the State of Nevada, which filing shall be made as soon as practicable after the date hereof. The time of such effectiveness shall herein be referred to as the “ Effective Time .”

 

3. Articles of Incorporation of Surviving Corporation . From and after the Effective Time, the Articles of Incorporation of Company in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, and shall continue in full force and effect until amended in accordance with the provisions provided therein or the applicable provisions of the NRS.

 

4. Bylaws of Surviving Corporation . From and after the Effective Time, the Bylaws of the Company in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, and shall continue in full force and effect until amended in accordance with the provisions provided therein or the applicable provisions of the NRS.

 

5. Directors and Officers of Surviving Corporation . From and after the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each such director or officer to serve in such capacity until his or her earlier death, resignation or removal or until his or her successor is duly elected or appointed.

 

 
 

 

6. Effect of Merger on Capital Stock . At the Effective Time, all shares of capital stock of Ermis Labs issued to the Company shall be cancelled and extinguished. The capital stock of the Company issued and outstanding immediately prior to the Effective Time shall be unchanged and remain issued and outstanding immediately after consummation of the Merger.

 

7. Amendment, Abandonment or Deferral . This Plan of Merger may be amended by the Board of Directors of the Company at any time prior to the Effective Time. At any time before the Effective Time, this Plan of Merger may be terminated and the Merger may be abandoned, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company. In the event of termination of this Plan of Merger, this Plan of Merger shall become void and of no effect.

 

This Plan of Merger has been adopted as of the date set forth above.

 

  ICTV Brands Inc.
     
  By: /s/ Kelvin Claney
  Name: Kelvin Claney
  Title: Chief Executive Officer