PhotoMedex, Inc. (NASDAQ:PHMD) Files An 8-K Entry into a Material Definitive Agreement

PhotoMedex, Inc. (NASDAQ:PHMD) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2017, PhotoMedex, Inc. (the Company) (Nasdaq and
TASE: PHMD) and its subsidiaries Radiancy, Inc., (Radiancy),
PhotoTherapeutics Ltd. (PHMD UK), and Radiancy (Israel) Limited,
(Radiancy Israel and, together with the Company, Radiancy, and
PHMD UK, the Sellers and each, a Seller) entered into a First
Amendment (the First APA Amendment) to the Asset Purchase
Agreement (the Asset Purchase Agreement) between the Company and
its subsidiaries, and ICTV Brands Inc. (Parent) and ICTV
Holdings, Inc. (Purchaser and together with Parent, the Company,
Radiancy, PHMD UK and Radiancy Israel, the Parties or singularly
a Party) under which Purchaser agreed to acquire the consumer
products division of PhotoMedex and its subsidiaries (the
Acquisition), which includes, among other products, the no!no!
Hair and Skin and the Kyrobak pain management products (the
Transferred Business). This transaction was previously reported
on a Current Report filed on Form 8-K on October 5, 2016 and in a
Definitive Proxy on Schedule 14A on December 16, 2016.

The First APA Amendment revised the definition of Business Assets
and Assumed Liabilities in the Asset Purchase Agreement, as set
forth in the attached exhibit. It also modified the first
sentence of Section 5.5(b) of the Asset Purchase Agreement to
provide that the Parent, Purchaser, or an affiliate would take
the necessary steps to establish and implement employee benefit
plans within the meaning of Section 3(3) of ERISA and a 401(k)
plan intended to be qualified under Section 401(a) of the Code
(collectively, Applicable Plans) in which employees of the
consumer products division who are hired by Purchaser shall be
eligible to participate from and after the date of establishment.
These steps are to be taken as soon as reasonably practicable
after the Closing Date (defined below) of the Transaction, or a
later date agreed to by the Parties or permitted under the
Transition Services Agreement (defined below), but no later than
60 days after the Closing Date. The First APA Amendment also
replaced the initial Disclosure Letter delivered by the Sellers
to Purchaser concurrently with the execution of the Asset
Purchase Agreement in its entirety with an amended Disclosure

Finally, the First APA Amendment modified the Letter of Credit
issued in connection with the Asset Purchase Agreement. Under the
Asset Purchase Agreement, the Purchaser agreed to pay to the
Company $2.0 million on or before the ninetieth (90th) day
following the Closing Date. This amount is guaranteed by an
original letter of credit for the benefit of the Company made by
a third party; however, under its original terms, the Letter of
Credit was valid until the earlier of 180 days after the letter
of credit was issued, or April 4, 2017, or until full payment
upon demand and presentation on or January 3, 2017. Accordingly,
the parties agreed to extend the term of the Letter of Credit to
100 days after the Closing Date.

Also on January 23, 2017, the Company and its subsidiaries
entered into a First Amendment (the First TSA Amendment) to the
Transition Services Agreement (the Transition Services Agreement)
between the Company and its subsidiaries and Parent and
Purchaser, to which the Company and its subsidiaries will provide
the Purchaser with certain accounting, benefit, payroll,
regulatory, IT support and other services for periods ranging
from approximately three to up to one year following the Closing
Date. During that time the Purchaser will arrange to transition
the services it receives to its own personnel. The First TSA
Amendment revised references in the Transition Services Agreement
from Effective Date to Closing Date, and amended the fifth
recital in its entirety to clarify specifications regarding the
lease for certain premises in Israel by and between Radiancy
Israel and the landlord for those premises.


Closing of Asset Purchase

On January 23, 2017, (the Closing Date), the Company and its
subsidiaries completed the disposition of the Transferred
Business to ICTV. On that date, to the terms of the Asset
Purchase Agreement as amended, ICTV acquired all of the assets
related to and associated with the Transferred Business,
including but not limited to intellectual property, product
inventory, accounts receivable and payable, and other tangible
and intangible assets connected with the conduct of that
Transferred Business. In exchange for these assets, the Company
received on the Closing Date an initial net payment from ICTV of
$3.0 million.

The foregoing description of the Asset Purchase Agreement, its
First Amedment, ancillary agreements and the transactions
contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the
copies of the Asset Purchase Agreement, the First APA Amendment,
and the Transition Services Agreement as amended, which were
incorporated by reference as exhibits in the Form 8-K filed on
October 4, 2016.

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, 2015, 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.

2.1 First Amendment to the Asset Purchase Agreement, dated
January 23, 2017
2.2 First Amendment to the Transition Services Agreement, dated
January 23, 2017

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 00.00 at 2.05 with 107,978 shares trading hands.

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