PhotoMedex, Inc. (NASDAQ:PHMD) Files An 8-K Completion of Acquisition or Disposition of Assets

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 26, 2017, PhotoMedex, Inc. (NASDAQCM and TASE PHMD,
hereinafter referred to as the Company) and its subsidiary FC
Global Realty Operating Partnership, LLC, a Delaware limited
liability company (the Acquiror and, together with the Company,
the Acquiror Parties) entered into an Assignment and Assumption
Agreement with First Capital Real Estate Operating Partnership,
L.P., a Delaware limited partnership (the Contributor), and First
Capital Real Estate Trust Incorporated, a Maryland corporation
(the Contributor Parent and, together with Contributor, the
Contributor Parties), to which the Acquiror completed the
acquisition of a 17.9133% interest in a limited liability company
which owns property located in Los Lunas, New Mexico being
developed as a single family residential development (the Avalon
Property) in connection with the Interest Contribution Agreement
(the “Contribution Agreement”) entered into among the Acquiror
Parties and the Contributor Parties on March 31, 2017.

As described in a Form 8-K, Current Report, filed on May 17,
2017, to the terms and conditions of an Agreement to Waive
Closing Deliverables by and among the Parties dated as of May 17,
2017, the Contributing Parties agreed to deliver the Avalon
Interest to the Acquiror, in up to two installments (the
Installments), on or before the thirtieth (30th) calendar day
following the Initial Closing (the Delivery Deadline), with the
first of the Installments, a 6% interest in the Avalon Property,
being delivered to the Acquiror as soon as practicable following
the Initial Closing but in any event prior to the Delivery
Deadline. The Companys Board of Directors subsequently extended
the Delivery Deadline to June 27, 2017. Notwithstanding that the
Contributor did not complete the transfer of the Avalon Interest
to the Acquiror at the Initial Closing, the Parties agreed that
the Acquiror would be entitled to all economic benefits of
ownership of the Avalon Interest (as if the Acquiror were the
Contributor) from and after the date of the Initial Closing.

ITEM 8.01 OTHER EVENTS

On June 22, 2017, the United States District Court for the Middle
District of Florida, Orlando Division, dismissed the Company and
Dr. Dolev Rafaeli, its former Chief Executive Officer, from the
case of Linda Andrew v. Radiancy, Inc.; Photomedex, Inc.; and
Dolev Rafaeli. Ms. Andrew had filed a product liability suit
alleging damages from her use of a no!no! hair device. The claims
against the Company and Dr. Rafaeli were dismissed without
prejudice. The Companys subsidiary, Radiancy, Inc., remains a
defendant in the suit.

On June 23, 2017, the Company and its subsidiaries, Radiancy,
Inc. (Radiancy) and PhotoMedex Technology, Inc. (P-Tech), entered
into a Confidential Settlement and Mutual Release Agreement (the
Settlement Agreement) with DS Healthcare Group, Inc. (DSKX) and
its subsidiaries, PHMD Consumer Acquisition Corp. and PHMD
Professional Acquisition Corp.

As previously reported on Form 10-Q, Quarterly Report to Section
13 or 15(d) of the Securities Exchange Act of 1934 for the
periods ending March 31, 2017, and on the Forms 10-K, Current
Report, filed on April 14, 2016 and May 31, 2016, the Company and
its subsidiaries had entered into Agreements and Plans of Merger
and Reorganization with DSKX and its subsidiaries, under which
DSKXs subsidiaries would merge with the Companys subsidiaries, in
exchange for which DSKX would issue stock in its company to
PhotoMedex. On May 27, 2016, the Company and its subsidiaries
terminated the Agreements and Plans of Merger and Reorganization
with DSKX and filed suit against DSKX in the United States
District Court for the Southern District of New York alleging
that DSKX breached certain obligations under those Merger
Agreements and asserted claims for declaratory judgment, breach
of contract, seeking to recover a termination fee of $3.0
million, an expense reimbursement of up to $750,000 and its
liabilities and damages suffered as a result of DSKXs failures
and breaches in connection with each of the Merger Agreements.

The terms of the Settlement Agreement are confidential; the
parties will dismiss the suit between them with prejudice within
five (5) days.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following exhibits are filed herewith:

PHOTOMEDEX INC Exhibit
EX-10.1 2 s106703_10-1.htm EXHIBIT 10.1   Exhibit 10.1   ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the 26th day of June,…
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About PhotoMedex, Inc. (NASDAQ:PHMD)

PhotoMedex, Inc. is a global health products and services company providing integrated disease management and solutions to dermatologists, professional aestheticians and consumers. The Company provides products and services that address skin diseases and conditions, including acne and photo damage. It operates through three business segments: Consumer segment, Physician Recurring segment and Professional segment. It provides skin health solutions to spa markets, as well as traditional retail, online and infomercial outlets for home-use products. Through its subsidiary, Radiancy, Inc., it offers home-use devices under no!no! brand for indications, including hair removal, acne treatment, skin rejuvenation and lower back pain. Its professional product line includes offerings for acne clearance, skin tightening, psoriasis care and hair removal. It is also engaged in the development, manufacture and sale of surgical products, including free-beam and contact laser systems for surgery.