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 2, 2018 (May 2, 2018)
ICTV BRANDS INC.
Exact name of registrant as specified in its charter)
| Nevada | 0-49638 | 76-0621102 | ||
|
(State
or other
jurisdiction) |
(Commission
File Number) |
(I.R.S.
Employer
Identification Number) |
489 Devon Park Drive, Suite 306
Wayne, PA 19087
(Address of principal executive offices)
484-598-2300
Registrant’s telephone number, including area code.
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.
Creation of Series A Preferred Stock
On May 1, 2018, the Board of Directors of ICTV Brands Inc. (the “Company”), designated 210,000 shares of the Company’s preferred stock, par value $0.001 per share, as Series A Preferred Stock (the “Series A Preferred Stock”), and authorized the sale of the Series A Preferred Stock to Kelvin Claney. On May 2, 2018, the Board of Directors of the Company filed the Certificate of Designation, Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designation”) with the Nevada Secretary of State. A copy of the Certificate of Designation is attached to this Current Report on Form 8-K as Exhibit 4.1.
The Series A Preferred Stock has dividend rights per share equal to the dividend rights of the Company’s common stock, and has a liquidation preference in the amount of $1.92 per share. Each share of Series A Preferred Stock is entitled to 100 votes on all matters to be voted upon by the Company’s shareholders. The Series A Preferred Stock is redeemable at the option of the Company for a redemption price per share of $1.92, plus 8% per annum from the date of issuance until the date of redemption. If any Series A Preferred Stock is not redeemed within three years from the date of issuance, the holder may convert the Series A Preferred Stock into common stock at a ratio of eight shares of common stock for each share of Series A Preferred Stock. The Series A Preferred Stock is a non-certificated security.
Issuance of Series A Preferred Stock
On May 2, 2018, the Company and Kelvin Claney, the Company’s Chief Executive Officer, entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Company issued to Mr. Claney 210,000 shares of Series A Preferred Stock for cash consideration of $403,200, or $1.92 per share. A copy of the Subscription Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1
ITEM 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 regarding the Subscription Agreement and the issuance of the Series A Preferred Stock is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Signature
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. | ||
| By: | /s/ Kelvin Claney | |
| Kelvin Claney | ||
| Chief Executive Officer | ||
| Date: May 2, 2018 | ||
SUBSCRIPTION AGREEMENT
ICTV Brands Inc.
Series A Preferred Stock
1. Basic Agreement . I hereby agree to purchase 210,000 shares of Series A Preferred Stock (the “Stock”) of ICTV Brands Inc. (the “Company”) at a purchase price of US$1.92 per share. In fulfillment of my obligation to make such purchase, I hereby tender US$403,200.00 as the full subscription amount by wire transfer payable to ICTV Brands Inc.
2. Conditions to Receipt and Acceptance . This agreement shall be deemed accepted by the Company upon execution of the “Receipt and Acceptance” below. After that time, I will possess all the rights and powers of a stockholder of the Company as granted by the Company’s Articles of Incorporation.
3. Representations . I hereby acknowledge and represent that:
(a) I am an Accredited Investor because I am (check those applicable):
_ X _ a natural person with an individual or joint net worth of at least $1,000,000, excluding any equity in my primary residence;
___ a natural person with an annual income in excess of $200,000 (or joint income with my spouse in excess of $300,000) in each of the past two years and expected such income again in the current year;
___ an employee benefit plan as defined in the Employee Retirement Income Security Act of 1974, and either (i) the investment decision is made by a plan fiduciary which is a bank, insurance company or registered investment advisor, or (ii) the total assets of the benefit plan are in excess of $5,000,000;
___ an entity in which all of the equity owners are accredited.
(b) I have been advised and am aware that the issuance of the Stock will not be registered under the Securities Act of 1933 or any state securities laws, but will be issued under one or more exemptions from the registration provisions of those laws.
(c) I have been advised and understand that because the issuance of the Stock will not be registered, I may resell the Stock only in compliance with an exemption from registration, such as Rule 144 promulgated under the Securities Act of 1933.
(d) I am familiar with the terms of the Stock. I understand that the Company is a reporting company under the Securities Exchange Act of 1934 and, as such, files annual, quarterly and other reports with the Securities and Exchange Commission. Such filings can be reviewed on line at www.sec.gov/edgar , or various other commercial sites. I have reviewed the Company’s most recent Annual Report on Form 10K, and the Company’s Quarterly Reports on Form 10Q for periods ended after the period covered by the Company’s most recent Annual Report on Form 10K, and such other filings as I deemed appropriate.
(e) I understand the risks of an investment in the Stock. I have consulted with an attorney and/or accountant to the extent I deemed it necessary in reviewing this investment.
(f) I have had an opportunity to question the principals of the Company as to all matters which I deem material and relevant in my decision to make an investment in the Stock and have had the opportunity to obtain any and all additional information necessary to verify the accuracy of the information received or any other supplemental information which I deem relevant to make an informed investment decision.
(g) I am purchasing the Stock for my own account, for investment, and not as a nominee for others.
(h) I am a resident of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, I have executed this Agreement on May 2, 2018.
How Units are to be held:
| [X] Individual | KELVIN CLANEY | |
| [ ] Tenants by the Entirety | ||
| [ ] Joint Tenants WROS | ||
| [ ] Corporation | ||
| [ ] Limited Liability Company | Signature of Subscriber | |
RECEIPT AND ACCEPTANCE
ICTV Brands Inc. hereby acknowledges receipt from the subscriber of $403,200.00 as payment in full for 210,000 Shares of Series A Preferred Stock and accepts such applicant’s above subscription.
ICTV BRANDS INC.
By: Ernest P. Kollias, Jr.
Ernest P. Kollias, Jr., CFO