UNREGISTERED SALES OF EQUITY

As previously reported on December 29, 2017, FC Global Realty Incorporated, formerly PhotoMedex, Inc. (the Company), entered into a securities purchase agreement (the Purchase Agreement) with Opportunity Fund I-SS, LLC, a Delaware limited liability company (the Investor), on December 22, 2017, pursuant to which the Investor may invest up to $15,000,000 in the Company in a series of closings, in exchange for which the Investor will receive shares of the Companys newly designated Series B Preferred Stock at a purchase price of $1.00 per share.

As previously reported, the Company and the Investor completed the first closing under the Purchase Agreement on December 22, 2017, pursuant to which the Investor provided $1,500,000 to the Company in exchange for 1,500,000 s hares of the Companys Series B Preferred Stock. The proceeds from the first closing will be used for working capital and general corporate purposes.

On January 24, 2018, the Company and the Investor completed a second closing under the Purchase Agreement, pursuant to which the Investor provided $2,225,000 to the Company in exchange for 2,225,000 shares of the Companys Series B Preferred Stock. The issuance of these securities was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The proceeds from this closing shall be used to perform due diligence and invest in Income Generating Properties (as defined in the Purchase Agreement) that have been approved by the Companys Board of Directors.

Please see our Current Report on Form 8-K filed on December 29, 2017 for a complete description of the terms of the Purchase Agreement and related transactions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

3.1

Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 29, 2017)

10.1

Securities Purchase Agreement, dated December 22, 2017, between the Company and Opportunity Fund I-SS, LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 29, 2017)

10.2

Registration Rights Agreement, dated December 22, 2017, between the Company and Opportunity Fund I-SS, LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 29, 2017)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

FC GLOBAL REALTY INCORPORATED

Date: January 30, 2018

By:

/s/ Vineet P. Bedi

Vineet P. Bedi

Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description of Exhibit

3.1

Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of the Company

(

incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 29, 2017)

10.1

Securities Purchase Agreement, dated December 22, 2017, between the Company and Opportunity Fund I-SS, LLC

(

incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 29, 2017)

10.2

Registration Rights Agreement, dated December 22, 2017, between the Company and Opportunity Fund I-SS, LLC

(

incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 29, 2017)

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Other recent filings from the company include the following:

Notification of inability to timely file Form 10-Q or 10-QSB - Nov. 15, 2019

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