Current Report Filing (8-k)
07 March 2017 - 2:57AM
Edgar (US Regulatory)
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
|
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
|
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
|