ICTV BRANDS INC. (OTCMKTS:ICTV) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02

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), to which the Company may issue in one or
more offerings up to 20,588,243 shares of the Companys 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 up to $7
million. Such transaction or transactions are collectively
referred to herein as the Private Placement.

As previously disclosed, on January 23, 2017, to the terms of the
Securities Purchase Agreement, the Company completed a private
placement whereby Investors purchased 8,823,530 shares of Common
Stock at a price of $0.34 per share, for aggregate gross proceeds
of $3,000,000 (the Initial Proceeds). The Initial Proceeds were
paid to the Company in accordance with the escrow agreement,
entered into on October 4, 2016 among the Company, counsel to the
Company, as escrow agent, the Investors and certain other parties
named therein.

On February 1, 2017, to the terms of the Securities Purchase
Agreement, the Company completed a second and final private
placement whereby Investors purchased 11,764,713 shares of Common
Stock at a price of $0.34 per share, for aggregate gross proceeds
of $4,000,000 (the Subsequent Proceeds). The Investors paid the
Subsequent Proceeds directly to the Company, without the services
of an escrow agent.

As previously disclosed, on January 23, 2017, to the Securities
Purchase Agreement, the Company entered into a registration
rights agreement with the Investors in connection with the
completion of the Private Placement (the Registration Rights
Agreement). Subject to the terms and conditions of the
Registration Rights Agreement, the Company will file and maintain
a registration statement covering the resale of (i) the Common
Stock sold to the Investors under 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, and subject to customary
underwriter cutbacks, which shall be allocated among the
securities referenced in (i) and (ii) above on a pro rata
basis. The Company has provided the Investors,
and the Investors have provided the Company, customary
indemnification rights in connection with the Registration Rights
Agreement.

The issuance of the Common Stock to the Securities Purchase
Agreement was made in reliance upon an exemption from
registration provided under Section 4(a)(2) of the Securities
Act.

The foregoing summary of the terms and conditions of the
Securities Purchase Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the
agreement, which has been filed as Exhibit 10.5 to the Companys
Current Report on Form 8-K dated October 5, 2016, which is
incorporated herein by reference.

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, which has been filed as Exhibit 10.9 to the Companys
Current Report on Form 8-K dated January 27, 2017 and is
incorporated herein by reference.

The foregoing summary of the terms and conditions of the Escrow
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the agreement, which
has been filed as Exhibit 10.2 to the Companys Current Report on
Form 8-K dated October 5, 2016 and is incorporated herein by
reference.

On February 6, 2017, the Company issued a press release regarding
the completion of the Private Placement, a copy of which is
attached hereto as Exhibit 99.1.

(d) Exhibits

Unless otherwise indicated, the following exhibits are filed
herewith:

About ICTV BRANDS INC. (OTCMKTS:ICTV)

ICTV Brands, Inc., formerly International Commercial Television, Inc., sells various health, wellness and beauty products, as well as miscellaneous consumer products through a range of sales channels throughout the United States and internationally. The Company’s segments include direct response television (DRTV) Consumer and International Third Party Distributor. It develops, markets and sells products through a multi-channel distribution strategy, including DRTV, digital marketing campaigns, live home shopping, traditional retail and e-commerce market places, and its international third-party distributor network. It offers primarily health, beauty and wellness products, as well as various consumer products, including DermaWand, a skin care device; DermaVital, a skin care line; the CoralActives brand of acne treatment and skin cleansing products; Derma Brilliance, a skin care resurfacing device; Jidue, a facial massager device, and Good Planet Super Solution, a cleaning agent.

ICTV BRANDS INC. (OTCMKTS:ICTV) Recent Trading Information

ICTV BRANDS INC. (OTCMKTS:ICTV) closed its last trading session up +0.015 at 0.515 with 20,600 shares trading hands.