UNREGISTERED SALES OF EQUITY

As previously reported on September 26, 2018, FC Global Realty Incorporated (the Company) entered into a remediation agreement with Opportunity Fund I-SS, LLC (OFI) and other parties on September 24, 2018 (the Remediation Agreement), pursuant to which OFI agreed, among other things, to purchase $100,000 of shares of the Companys Series D Preferred Stock for a purchase price of $0.65 per share on the last day of each month, commencing on September 30, 2018, until it has purchased an aggregate of $500,000 of shares of Series D Preferred Stock; provided that, upon closing of any material business combination involving the Company that is approved by OFI, OFI agreed to purchase an additional $1,500,000 of shares of Series D Preferred Stock at a price of $0.65 per share. Notwithst anding the foregoing, from and after the date that stockholder approval of the Remediation Agreement has been obtained, instead of purchasing shares of Series D Preferred Stock, OFI agreed to purchase shares of common stock at a price of $0.65 per share.

On October 31, 2018, the Company and OFI completed its second closing under the Remediation Agreement, pursuant to which OFI provided $100,000 to the Company in exchange for 155,846 shares of the Companys Series D Preferred Stock. The issuance of these shares of Series D Preferred Stock 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 is expected to be used for working capital and general corporate purposes.

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 D Preferred Stock of the Company(incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed on September 26, 2018)

10.1

Remediation Agreement, dated September 24, 2018, among the Company, Opportunity Fund I-SS, LLC, Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on September 26, 2018)

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: November 6, 2018

By:

/s/ Michael R. Stewart

Michael R. Stewart

Chief Executive Officer

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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
On November - Nov. 13, 2019
PhotoMedex: Press Release Dated November 12, 2019 Issued By Gadsden Properties, Inc - Nov. 12, 2019

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