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EX-99.1 - EXHIBIT 99.1 - Gadsden Properties, Inc.a51128936ex99_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 23, 2015

PhotoMedex, Inc.
(Exact Name of Registrant Specified in Charter)

Nevada   0-11635   59-2058100

(State or Other
Jurisdiction of
Incorporation)

(Commission File
Number)

(I.R.S. Employer

Identification No.)

100 Lakeside Drive, Suite 100, Horsham, Pennsylvania

19044

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:   215-619-3600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 8.01  Other Events

On June 23, 2015, PhotoMedex, Inc. (the “Company”) (NasdaqGS and TASE: PHMD) issued a press release entitled “PHOTOMEDEX SELLS XTRAC® BUSINESS TO MELA SCIENCES FOR $42.5 MILLION, PAYS OFF ALL OUTSTANDING DEBT” announcing the sale of its worldwide XTRAC® and VTRAC® psoriasis and vitiligo treatment businesses to MELA Sciences, Inc. (Nasdaq: MELA) for $42.5 million in cash. In addition, the company announces it has paid off in full all outstanding debt, which totaled $40.1 million as of June 22, 2015.  The full text of such press release is furnished as Exhibit 99.1 to this report.

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 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, 2014, 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.

(d)  EXHIBITS.

99.1  Press Release dated June 23, 2015 issued by PhotoMedex, Inc.

In accordance with General Instruction B.2 of Form 8-K, the information in this current report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.


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.

PHOTOMEDEX, INC.

 

 
Date: June 23, 2015 By:

/s/ Dolev Rafaeli

Dolev Rafaeli

Chief Executive Officer