Item
1.01 Entry into a Material Definitive Agreement.
PhotoMedex
Amendment
As
previously disclosed, on October 4, 2016, ICTV Brands Inc. (the “the Company”) and its newly formed wholly-owned subsidiary
ICTV Holdings, Inc., a Nevada corporation (“ICTV Holdings”), entered into an asset purchase agreement with PhotoMedex,
Inc., a Nevada corporation (“PhotoMedex”) and its subsidiaries, Radiancy, Inc., a Delaware corporation (“Radiancy”),
PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD
UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy
Israel” and, together with PhotoMedex, Radiancy, and PHMD UK, the “PHMD Sellers”), pursuant to which ICTV Holdings
agreed to acquire substantially all of the assets of the PHMD Sellers, including, but not limited to, all of the equity interests
of Radiancy (HK) Limited, a private limited company incorporated under the laws of Hong Kong, and LK Technology Importaçăo
E Exportaçăo LTDA, a private Sociedade limitada formed under the laws of Brazil (the “PhotoMedex Target Business”).
Such acquisition is referred to herein as the “PhotoMedex Acquisition.” The PhotoMedex Acquisition includes the acquisition
from the PHMD Sellers of proprietary products and services that address skin diseases and conditions or pain reduction using home-use
devices for various indications including hair removal, acne treatment, skin rejuvenation, and lower back pain; which products
are sold and distributed to traditional retail, online and infomercial outlets for home-use products and include, without limitation,
the following: (a) no!no! Hair, (b) no!no! Skin, (c) no!no! Face Trainer, (d) no!no! Glow, (e) Made Ya Look, (f) no!no! Smooth
Skin Care, (g) Kryobak, and (h) ClearTouch (the “Consumer Products”).
On
January 23, 2017, the Company, ICTV Holdings and the PHMD Sellers entered into a first amendment to the asset purchase agreement
(the “PhotoMedex First Amendment”) to amend the asset purchase agreement, dated October 4, 2016, referenced in the
preceding paragraph (as amended by the PhotoMedex First Amendment, the “PhotoMedex Purchase Agreement”). The PhotoMedex
First Amendment: (i) identifies the certain liabilities of the PHMD Sellers that ICTV Holdings will assume and become responsible
for paying, performing and discharging; (ii) revises the definition of “Business Assets” to exclude leases, subleases,
and rights thereunder with respect to both real and personal property; and (iii) amends Section 5.5(b) of the PhotoMedex Purchase
Agreement by revising the date by which the Company or ICTV Holdings must implement employee benefit plans for certain eligible
employees to no later than 60 days after the Closing Date.
The
foregoing summary of the terms and conditions of the PhotoMedex First Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the agreement. The PhotoMedex First Amendment is filed as Exhibit 10.2 herewith,
and is incorporated herein by reference.
Transition
Services Agreement Amendment
As
previously disclosed, in connection with the PhotoMedex Purchase Agreement, on October 4, 2016, ICTV Holdings entered into a transition
services agreement with the PhotoMedex, pursuant to which the PHMD Sellers will make available to ICTV Holdings certain services
on a transitional basis and allow ICTV Holdings to occupy and use a portion of the PHMD Sellers’ premises and warehouses
(collectively, the “Transition Services”), in exchange for which ICTV Holdings shall (i) pay to the PHMD Sellers the
documented costs and expenses incurred by them in connection with the provision of those services; (ii) pay to the PHMD Sellers
the documented lease costs including monthly rental and any utility charges incurred under the applicable leases; (iii) reimburse
the PHMD Sellers for the documented costs and expenses incurred by them for the continued storage of inventory and raw materials
at warehouse locations, and for services for fulfilling and shipping orders for such inventory; and (iv) reimburse the PHMD Sellers
for the payroll, employment-related taxes, benefit costs and out of pocket expenses paid to or on behalf of employees.
On
January 23, 2017, ICTV Holdings and the PHMD Sellers entered into the first amendment to transition services agreement (the “First
Amendment to the TSA”) to amend the transition services agreement, dated October 4, 2016, referenced in the preceding paragraph
(as amended by the First Amendment to the TSA, the “Transition Services Agreement”). The First Amendment to the TSA:
(i) amends the period for which the Transitions Services are provided by the PHMD Sellers to ICTV Holdings to commence on January
23, 2017; and (ii) defines the certain leased offices of Radiancy, PHMD UK and Radiancy, Israel collectively, as “Premises.”
The
foregoing summary of the terms and conditions of the Transition Services Agreement and the First Amendment to the TSA does not
purport to be complete and is qualified in its entirety by reference to the full text of the agreements. The Transition Services
Agreement has been filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 5, 2016, and the First
Amendment to the TSA is filed at Exhibit 10.5 herewith, and both agreements are incorporated herein by reference.
Ermis
Labs Amendment
As
previously disclosed, on October 4, 2016, the Company and its newly formed wholly-owned subsidiary Ermis Labs, Inc., a Nevada
corporation (the “Purchaser”), entered into an asset purchase agreement with LeoGroup Private Debt Facility, L.P.,
a Delaware limited partnership (“LeoGroup”) and Ermis Labs, Inc., a New Jersey corporation (“Ermis Labs”),
pursuant to which the Purchaser has agreed to acquire substantially all of the assets of Ermis Labs (the “Ermis Labs Target
Business”). Such acquisition is referred to herein as the “Ermis Labs Acquisition.”
On
January 23, 2017, the Company, the Purchaser, LeoGroup and Ermis Labs entered into a first amendment to the asset purchase agreement
(the “Ermis Labs First Amendment”) to amend the asset purchase agreement, dated October 4, 2016, referenced in the
preceding paragraph (as amended by the Ermis Labs First Amendment, the “Ermis Labs Purchase Agreement”), to make a
correction to the shareholder table set forth on Schedule 1.4(b).
The
foregoing summary of the terms and conditions of the Ermis Labs First Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the agreement. The Ermis Labs First Amendment is filed as Exhibit 10.7 herewith,
and is incorporated herein by reference.
Registration
Rights Agreement
On
January 23, 2017, in connection with the completion of the Private Placement (described in Item 2.01 below), the Company entered
into a registration rights agreement (the “Registration Rights Agreement”) with certain accredited investors listed
on Exhibit A thereto (the “Investors”).
Subject
to the terms and conditions in the Registration Rights Agreement, beginning February 23, 2017, the Company shall, at its cost,
prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (i) sold to the Investors under
the securities purchase agreement, dated October 4, 2016, among the Company and the Investors (the “Securities Purchase
Agreement”); and (ii) any securities issued or issuable to the Investors upon any stock split, dividend or other distribution,
recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events
with respect to any of the securities referenced in (i) above, but excluding any Common Stock that may be otherwise resold without
restriction or not already covered by an existing and effective registration statement (the securities referenced in clause (i)
and (ii) above are collectively, the Registrable Shares”). The Registrable Shares are subject to customary underwriter cutbacks.
Unless otherwise prohibited, any cutback imposed shall be allocated among the Registrable Securities on a pro rata basis.
Pursuant
to the terms of the Registration Rights Agreement, if at any time during the period when a registration statement is required
to be filed until the Registrable Securities have been publicly sold by the Investors or may be sold without restriction pursuant
to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and the Company prepares and files with
the SEC a registration statement relating to an offering for its own account or the account of others of any of its equity securities
(subject to certain limitations), then the Company shall notify each Investor and, if within fifteen days after receipt of such
notice, any Investor request’s in writing, the Company will include in such registration statement all or any part of the
Registrable Securities each Investor requests to be registered, subject to customary underwriter cutbacks applicable to all holders
of registration rights.
The
Company has provided the Investors, and the Investors have provided the Company, customary indemnification rights in connection
with the registration statement.
The
foregoing summary of the terms and conditions of the Registration Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the agreement. The Registration Rights Agreement is filed as Exhibit 10.9 herewith,
and is incorporated herein by reference.