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.
Closing of Asset Purchase Agreement
On May 17, 2017 (the Closing Date), 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) completed an initial
closing (the Initial Closing) of the acquisition
of certain real estate interests to an Interest Contribution
Agreement (the Contribution Agreement) entered
into 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), on March
31, 2017. The Acquiror Parties and the Contributor Parties are
referred to in this Current Report as the
Parties.
In the Initial Closing, the Contributor transferred or agreed to
transfer to the Acquiror approximately $10 million of real estate
interests (the Contributed Assets), consisting
of the following:
|
three vacant land sites slated for development as gas stations located in northern California; |
|
a 75% interest in a limited liability company that owns a vacant land site slated for development as a gas station, located in Northern California; and |
|
an 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). As described below, Contributor Parent has agreed to transfer its 17.9133% interest in this limited liability company (the Avalon Interest) within 30 days following the Initial Closing. |
to the terms and conditions of an Agreement to Waive Closing
Deliverables by and among the Parties dated as of May 17, 2017, a
copy of which is attached to this Current Report as Exhibit 10.1,
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.
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.
In exchange for the Contributed Assets, the Company issued to the
Contributor 879,234 duly authorized, fully paid and
non-assessable shares of the Companys common stock, par value
$0.01 per share (the Common Stock), which
represented approximately 19.9% of the Companys issued and
outstanding Common Stock immediately prior to the Initial
Closing, at a Per Share Value (defined below) of $2.5183, or
$2,214,175 in the aggregate. These shares of Common Stock are
restricted and unregistered.
The Company issued the remaining $7,785,828 of the approximately
$10 million consideration to the Contributor in the form of
123,668 shares of the Companys newly designated non-voting Series
A Convertible Preferred Stock, par value $0.01 per share (the
Series A Stock). Each share of the Series A
Stock is convertible into 25 shares of the Companys Common Stock,
subject to the satisfaction of certain conditions, including
stockholder approval in accordance with the rules of The Nasdaq
Stock Market (Nasdaq). The shares of Series A
Stock are restricted and unregistered. A copy of the Certificate
of Designation of the series A Stock is attached to this Current
Report as Exhibit 3.1.
The number of shares of Common Stock issued to the Contributor
and to be issued upon conversion of the Series A Stock was
determined by dividing the $10 million value of the Contributed
Assets by $2.5183, a specified price per share value which
represents a 7.5% premium above the volume-weighted average price
(VWAP) of all on-exchange transactions in the
Companys Common Stock executed on Nasdaq during the forty-three
(43) trading days prior to the trading day immediately prior to
the public announcement of the transaction by the Company and the
Contributor Parent, as reported by Bloomberg L.P. (the
Per Share Value). The shares of Common Stock
both issued to the Contributor and issuable upon the conversion
of the Series A Stock carry registration rights as specified in a
Registration Rights Agreement dated May 17, 2017, a copy of which
is attached to this Current Report as Exhibit 10.2 to this
Current Report and incorporated by reference.
At the Initial Closing, the Acquiror Parties assumed the
liabilities associated with the Contributed Assets that were
delivered, including an installment note dated April 7, 2015 made
by First Capital Real Estate Investments, LLC
(FCREI) in favor of George Zambelli
(Zambelli) in the original principal amount of
$470,292.00 (the Note), which is secured by a
Long Form Deed of Trust and Assignment of Rents dated April 7,
2015 between FCREI, as Trustor, Fidelity National Title Company,
as Trustee, and Zambelli, as Beneficiary, relating to one of the
gas station properties.
The Company also assumed the obligations of the Contributor and
its affiliates under certain agreements covering the delivered
Contributed Assets, including an Operating Agreement of Central
Valley Gas Station Development, LLC, a Delaware limited liability
company, dated January 28, 2013, and all amendments thereto; the
Operating Agreement of Avalon Jubilee, LLC, a New Mexico limited
liability company dated as of May 16, 2012, and all amendments
thereto; a Development Services Agreement dated September 15,
2015 by and between UR-FC Contributed Assets, LLC, a Delaware
limited liability company, as owner, and Land Strategies, LLC, a
Nevada limited liability company, as Developer, with respect to
real property owned by Avalon Jubilee, LLC; and a Construction
Contract dated November 19, 2014 between Central Valley Gas
Stations Development, LLC, as owner, and First Capital Builders,
LLC, as Contractor, with respect to the project known commonly as
Green Sands and Buhach Rd., Atwater, CA. The Acquiror expects to
enter into amended operating agreements with respect to some or
all of these entities.
Additionally, the Company assumed those ancillary agreements,
commitments and obligations with respect to the delivered
Contributed Assets specified in that certain Assignment and
Assumption Agreement by and between the Acquiror Parties and the
Contributor Parties dated as of May 17, 2017 and filed as
Exhibit 10.3 to this Current Report and incorporated
herein by reference. The foregoing discussion of the Contribution
Agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its
entirety by, reference to the Contribution Agreement which is
incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on April 3, 2017.
As a condition to the Initial Closing, certain existing
shareholders of the Company and certain entities who may become
shareholders as a result of the transactions contemplated by the
Contribution Agreement have entered into a Lock-Up and Resale
Restriction Agreement effective as of May 17, 2017, a copy of
which is attached to this Current report as Exhibit 10.4
and incorporated herein by reference, to which these shareholders
have agreed to certain restrictions on transfer of their shares.
ITEM 2.03, CREATION OF A DIRECT FINANCIAL OBLIGATION OR
AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT.
As described in Item 2.01 above, as of the consummation of the
Initial Closing, the Company and the Acquiror assumed certain
liabilities associated with the delivered Contributed Assets,
including an installment note, various operating, development
services and construction contract agreements, and other
ancillary agreements, commitments and obligations.
ITEM 3.01.NOTICE OF DELISTING OR FAILURE TO SATISFY A
CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
As previously reported on Forms 8-K filed on November 22, 2016,
January 25, 2017 and March 21, 2017, the Company received written
notification (the Notice) on November 18, 2016
from Nasdaq that the Companys stockholder equity reported on its
Form 10-Q for the period ended September 30, 2016 had fallen
below the minimum requirement of $2.5 million, and that the
Company was, therefore, not in compliance with the requirements
for continued listing on the Nasdaq Capital Market under Nasdaq
Marketplace Rule 5550(b)(1) (the Continued Listing
Rule). In the Notice, Nasdaq granted the Company a
period of 45 calendar days, or until January 2, 2017, to submit a
plan to regain compliance with the Continued Listing Rule, and
that plan was filed with Nasdaq on January 10, 2017 under a
one-week extension due to the holiday period. As a result of that
filing, Nasdaq granted the Company an extension of time to comply
with the Continued Listing Rule until March 10, 2017.
On March 15, 2017, in a letter from Nasdaq to the Company (the
Nasdaq March 15th Letter), Nasdaq
granted the Company a further extension until May 17, 2017, to
comply with the Continued Listing Rule, subject to (i) the
Company having signed a definitive agreement with the Contributor
Parent on or before March 31, 2017, which it did (i.e. the
Contribution Agreement), and (ii) the Company having closed the
transaction contemplated by such definitive agreement on or
before May 17, 2017. As a result of the Companys acquisition of
the Contributed Assets in the Initial Closing on May 17, 2017,
the Company, as of May 17, 2017, has complied with the
requirements of the Nasdaq March 15th Letter and, as
of that date, is in compliance with the Continued Listing Rule,
including the requirement to maintain shareholder equity of at
least $2.5 million.
ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.
As described in Item 2.01 above, on the Closing Date the Company
issued to the Contributor 879,234 duly authorized, fully paid and
non-assessable shares of the Companys Common Stock, which
represented approximately 19.9% of the Companys issued and
outstanding Common Stock immediately prior to the Initial Closing
at a Per Share Value of $2.5183, or $2,214,174 in the aggregate.
The Company issued the remaining $7,785,828 of the approximately
$10 million consideration to the Contributor in 123,668 shares of
the Companys newly designated non-voting Series A Convertible
Preferred Stock. Each share of the Series A Stock is convertible
into 25 shares of the Companys Common Stock. The shares of Common
Stock and Series A Convertible Preferred Stock issued to the
Contributor are restricted and unregistered and were issued to
the Contributor under an exemption from the registration
requirements of Section 5 of the Securities Act of 1933.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
OFFICERS.
Upon consummation of the Initial Closing, the following changes
to the Companys named executive officers and board of directors
(the Board) took effect:
Board of Directors
The Companys Board was expanded from five members to seven
members, of whom (i) three (3) were designated by the Company,
(ii) three (3) were designated by Contributor Parent; and (iii)
one (1) (the Nonaffiliated Director) will be
selected by the other six (6) directors following the Initial
Closing. The terms and conditions of the Contribution Agreement
require that at least four (4) members of the Board shall be
independent directors as that term is defined by Nasdaq rules
(each an Independent Director) – one (1) of the
Companys designees, two (2) of the Contributor Parents designees,
and the Nonaffiliated Director.
Lewis C. Pell, Dr. Yoav Ben-Dror and Stephen P. Connelly resigned
from the Board. Dr. Rafaeli and Mr. McGrath remain on the Board
as the Companys designees, and Michael R. Stewart was appointed
as the Companys Independent Director designee.
Suneet Singal, Richard J. Leider and Dr. Bob Froehlich were
appointed to the Board as the Contributor Parents designees, with
Mr. Leider and Dr. Froehlich serving as Independent Directors.
Other than with respect to the rights granted to the Parties
under the terms of the Contribution Agreement to designate
directors, there are no arrangements or understandings between
any of the new directors and any other persons to which such
director was selected as a director.
The Board, as constituted immediately following the Initial
Closing, will appoint the Nonaffiliated Director.
On May 5, 2017, the Company filed a Schedule 14F-1, Notice of
Proposed Change In The Majority Of The Board Of Directors, with
the SEC, which provides further details on the individuals named
to the Board. The Schedule 14F-1 also provides information
relating to compensation for the members of the Board, which has
been set to remain at current levels.
The Boards audit, compensation and nomination and corporate
governance committees will be reconstituted at the next Board
meeting following the Initial Closing.
Named Executive Officers
The following officer and director changes became effective as of
the Initial Closing:
Dr. Dolev Rafaeli, Dennis McGrath, and Dr. Yoav Ben-Dror resigned
from their positions as officers of the Company and its
subsidiaries. Dr. Rafaeli resigned as Chief Executive Officer,
and Mr. McGrath resigned as President and Chief Operating
Officer, of the Company. The Company has acknowledged and agreed
that the resignations of Messrs. Rafaeli, McGrath and Ben-Dror
constitute valid terminations of their respective employment
agreements for Good Reason (as that term is defined in their
respective employment agreements) and the Board has consented to
the waiver of the notice requirements and cure periods as
described in their respective resignation letters and confirmed
that each of Messrs. Rafaeli and McGrath are entitled to all of
the compensation described in Section 7(c) of their respective
employment agreements for the remainder of the term of such
employment agreements.
Suneet Singal was appointed as Chief Executive Officer of the
Company; the Company is expected to appoint Stephen Johnson as
the Companys Chief Financial Officer. Compensation for both of
these executive officers will be set at a special meeting of the
Board to be held within 30 days following the Initial Closing. A
copy of the employment agreement between Mr. Singal and the
Company is attached as to this Current Report as Exhibit
10.5 and incorporated herein by reference. It is expected
that Mr. Johnson will enter into an employment agreement
substantially similar to that entered into by Mr. Singal except
that Mr. Johnsons terms of compensation may be different.
Dr. Ben-Dror resigned as managing director of the Companys
foreign subsidiaries, including Radiancy (Israel) Limited and
Photo Therapeutics Limited in the United Kingdom. He will not
continue his affiliation with those companies. Mr. Ben-Dror
resigned from his positions and agreed to engage in a non-compete
agreement with the Company and support the transition of his
respective board duties in lieu of his agreement for lock-up of
his shares, and he will be entitled to all his compensation
through a term that matches the term of Messrs. Rafaeli and
McGrath.
In addition, Mr. George Hopmeier and Ms. Lana Green have also
resigned as managing directors of Photo Therapeutics. They will
not continue their affiliation with that company.
Mr. Singal will replace Dr. Ben-Dror as director of the Companys
foreign subsidiaries.
Background Information on our Newly Appointed Officers
and Directors
Suneet Singal – Chief Executive Officer
and Director effective as of the Initial Closing. Mr Singal has
served as Chairman and Chief Executive Officer of the Contributor
Parent since March 2017. Mr. Singal has served as the Chief
Executive Officer of First Capital Real Estate Investments LLC
(FCREI) since 2003, the Chief Executive Officer,
Secretary and Chairman of First Capital Real Estate Trust, Inc.
(FCRETI) since 2015, and as Chief Executive
Officer and Secretary of FCRETIs external advisor since 2015. He
began his real estate finance career in 2001 and formed FCREI in
2003. In 2006, Mr. Singal merged a subsidiary of FCREI with a
real estate lending platform. From 2007 to 2011, Mr. Singal
obtained entitlements for over a dozen projects in California
encompassing industrial, retail, multifamily, senior assisted
living, hospitality and mixed-use asset types. Between May 2015
and December 2015, Mr. Singal owned and served on the board of
directors of Castle Mortgage Corp., an agency approved mortgage
bank that Mr. Singal acquired, repositioned and sold.Mr. Singal
received a BA in Finance, with a concentration in Investments
from California State University at Sacramento and is a licensed
California Mortgage Broker. Mr. Singal was selected to serve on
our Board because of his background in the commercial real estate
industry and particular knowledge of the properties to be
contributed in the Contribution Transaction.
Richard J. Leider– Director effective
as of the Initial CLosing. Mr. Leider has more than 25 years of
experience in the commercial real estate industry with active
involvement in its sub-specialties of office, hospitality,
investment, development, construction and strategic management. A
hospitality veteran, Mr. Leider directed the repositioning,
renovation and execution of the successful conversion of the
Resort at Squaw Creek into a condominium hotel facility. Since
March 2003, he has served as president of Paramount Hotels Inc. a
California hotel management company. A principal and cofounder of
Anvil Builders Inc., Mr. Leider has directed business development
for that company since July 2010. From June 2005 to December
2008, he led the global real estate platform at Tano Capital, LLC
and formerly directed the investment platform in Northern
California on behalf of Buchanan Street. He was a managing
director of global operations at Citadon, Inc., of San Francisco,
a provider of Internet solutions for the real estate and
construction industries, from June 2000 to December 2001. From
1996 to 2000, he was an executive director at DTZ Staubach Tie
Leung in Hong Kong. While in Asia, Mr. Leiders responsibilities
included all aspects of the real estate life cycle, from advisory
services to opportunistic institutional direct investment. Prior
to his tenure with DTZ Staubach Tie Leung, Mr. Leider was a
senior vice president at CBRE in San Francisco. Mr. Leider
graduated from the University of California at Berkeley in 1981,
earning a B.A. in Political Economies of Industrial Societies,
and later studied at Worchester College at Oxford University. Mr.
Leider serves on the Boards of Mercy Housing, American Cancer
Society, Union Square Business Improvement District and its
Public Policy Committee. He is a member of the Urban Land
Institute, and CCIM Institute (Certified Commercial Investment
Manager). Mr. Leider also serves as an independent board member
of the Contributor Parent. Mr. Leider was selected to serve on
our Board because of his twenty-five years background in the
commercial real estate industry.
Dr. Bob Froehlich – Director effective
as of the Initial CLosing. Dr. Froehlich has amassed over 40
years of experience in and around Wall Street. He began his
career in the public sector from 1975 until 1985, working as a
Budget Analyst for the City of Dayton, Ohio, the Chief Financial
Officer for Montgomery County, Ohio’s Water Sewer District and
the first City Manager for the City of Beavercreek, Ohio. In
1985, he transitioned to the private sector where he was a senior
executive with Ernst Whinney from 1985 to 1989. From 1989 to
1997, Dr. Froehlich held several senior executive roles at Van
Kampen Merritt which after its merger with American Capital
became Van Kampen American Capital. In 2001, he was appointed
Vice Chairman of Scudder Investments when Scudder Funds merged
with Kemper Funds. In 2002, when Deutsche Bank acquired Scudder
Investments, Dr. Froehlich was named Vice Chairman of Deutsche
Asset Management, a role he held until he retired in 2009. He
came out of retirement in 2009 to help rebrand Hartford Financial
after its near financial collapse serving as a Senior Executive
with The Hartford Mutual Funds. In 2012, he retired for the
second time. Since his second retirement from Wall Street, Dr.
Froehlich has begun a new chapter in his professional career by
building a portfolio of boards spanning private, public,
not-for-profit and mutual fund companies. From a private company
perspective, on June 4, 2014, Dr. Froehlich became the Chairman
of the Board, CEO, President Owner of the Kane County Cougars
Baseball Club, the Class A minor league affiliate of the Arizona
Diamondbacks and a member of the Midwest League. He was a
Co-Owner and Director since January 7, 2013. On August 2, 2016,
Dr. Froehlich was appointed an Independent Director for Galen
Robotics, Inc., a spin-off from John Hopkins University, focusing
on the surgical robotic microsurgery market. From a public
company perspective, on October 3, 2014, Dr. Froehlich was
appointed an Independent Director for AXAR Acquisition Corp.
(formerly AR Capital Acquisition Corp.) (NASDAQ: AXAR), a special
purpose acquisition corporation formed for the purpose of
effecting a merger, capital stock exchange or similar business
combinations. He serves as Chairman of the Compensation Committee
and a member of the Audit Committee. In July 2014, Dr. Froehlich
was appointed an Independent Director and Audit Committee,
Conflicts Committee and Nominating Governance Committee member
for NexPoint Capital, Inc., a publicly registered non-traded
business development company. In March 2017, Dr. Froehlich was
appointed an Independent Director, Nominating Corporate
Governance Committee member and Audit Committee Chairman for
First Capital Investment Corporation, a publicly registered
non-traded business development company with an objective of
investing primarily in small and middle market companies in the
United States. From a not-for-profit company perspective, Dr.
Froehlich serves on the Board of Directors of The Midwest League
of Professional Baseball Clubs, Inc., on the Board of Directors
and as Chairman of the Board for Kane County Cougars Foundation,
Inc., and as an Independent Trustee and Distribution Committee
Chairman and Audit Committee, and Litigation Committee member for
Highland Capital Mutual Funds, a major mutual fund company.
Previously from 2013 to 2016, Dr. Froehlich was an Independent
Director and Audit Committee Chairman for ARC Healthcare Trust,
Inc., a publicly registered non-traded real estate investment
program and an Independent Director and Lead Independent
Director, Audit Committee Chairman and Conflicts Committee
Chairman for ARC Realty Finance Trust, Inc., a publicly
registered non-traded real estate investment program. From 2012
to 2016, Dr. Froehlich was an Independent Director and Lead
Independent Director, Audit Committee Chairman and Conflicts
Committee Chairman for American Realty Capital Daily NAV Trust,
Inc., a publicly registered nontraded real estate investment
program. From 2013 to 2016, Dr. Froehlich was Lead Independent
Trustee and Audit Committee Chairman for Realty Capital Income
Funds. From 2014 to 2016, Dr. Froehlich was on the Advisory Board
of Directors for Internet Connectivity Group, Inc., a full
service digital media firm focusing on point of sale strategies.
Dr. Froehlich received his Ph.D. from California Coast University
in 1979, a M.A. from Central Michigan University in 1978, a
M.P.A. from the University of Dayton in 1976 and a B.A. from the
University of Dayton in 1975. In 2008, he was awarded an Honorary
Doctorate of Commercial Sciences from the Board of Trustees of
Central Michigan University. Dr. Froehlich was selected to serve
on our Board because of his extensive finance experience and his
experience serving as an independent director for public
companies, including as audit committee chair.
Michael R. Stewart – Director effective
as of the Initial Closing. Mr. Stewart is a seasoned executive
with over 25 years of experience in C-level positions and 36
total years experience in executive management, operations and
finance. He brings a wealth of expertise with particular strength
in operations, financial management, strategy, MA, capital raise,
FDA matters, medical reimbursement as well as sales, marketing,
product development and product launch. He has extensive U.S. and
International market expertise, and has significant experience
with public company board and SEC matters. Currently, Mr. Stewart
operates as a private consultant to multiple companies which he
started in late 2016. He is working with companies from private
start-up to mid-size public companies assisting them with major
negotiations, new product and company launches, merger and
acquisitions and capital raises. From 2014 through 2016, Mr.
Stewart served as President, Chief Executive Officer and Director
of publicly traded STRATA Skin Sciences, Inc. From 1990 to 2014,
Mr. Stewart held the positions of CEO, COO and CFO at two
publicly traded companies. In addition to his executive career
and his non-independent board positions, Mr. Stewart has served
as an independent public company director and as an advisor to
the board of several private companies. Mr. Stewart obtained both
his MBA in Finance and his BS in Accounting from LaSalle
University in Philadelphia. Mr. Stewart was selected to serve on
our Board because of his 36 years experience in executive
management, operations and finance.
Family Relationships
There are no family relationships among our directors or
officers.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR.
As required by the Contribution Agreement, the Board, on May 17,
2017, agreed to amend and restate the Companys by-laws. A copy of
the amended and restated by-laws is attached to this Current
Report as Exhibit 10.6 and incorporated herein by
reference.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainty.
Such statements are based on management’s current expectations
and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. Investors are cautioned that
there can be no assurance actual results or business conditions
will not differ materially from those projected or suggested in
such forward-looking statements as a result of various factors.
Forward looking statements include, but are not limited to,
statements with respect to the plans, strategies and objectives
of management for future operations; product development,
extensions and marketing; and expectations, beliefs or
assumptions underlying any of the foregoing. The important
factors that could cause actual results to differ significantly
from those expressed or implied by such forward-looking
statements include, but are not limited to, changes in consumers
spending habits and the marketability of certain products.Please
refer to the risks detailed from time to time in the reports we
file with the SEC, including our Annual Report on Form 10-K for
the year ended December 31, 2016 and our Quarterly Report on Form
10-Q for the period ended March 31, 2017, as well as other
filings on Form 10-Q and periodic filings on Form 8-K, for
additional factors that could cause actual results to differ
materially from those stated or implied by such forward-looking
statements. We disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, unless required by law.
Item 9.01. Financial Statements and Exhibits.
| Exhibits | |
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant |
| 10.1 |
Agreement to Waive Closing Deliverables dated as of May 17, 2017 |
| 10.2 | Registration Rights Agreement dated as of May 17, 2017 |
| 10.3 | Assignment and Assumption Agreement dated as of May 17, 2017 |
| 10.4 |
Lock-Up and Resale Restriction Agreement dated as of May 17, 2017 |
| 10.5 | Employment Agreement between the Registrant and Suneet Singal |
| 10.6 | Amended and Restated By-Laws of the Registrant |
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. PhotoMedex, Inc. (NASDAQ:PHMD) Recent Trading Information
PhotoMedex, Inc. (NASDAQ:PHMD) closed its last trading session down -0.03 at 1.45 with 8,839 shares trading hands.
