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):  March 12, 2018 (March 6, 2018)

FC Global Realty Incorporated

(Exact Name of Registrant Specified in Charter)

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

(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: 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 ☐

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Termination of Agreement for Purchase and Sale of Real Property

On March 6, 2018, FC Global Realty Incorporated (NASDAQ.TASE: FCRE) (the “Company”), and RETPROP I, LLC, (“RETPROP I”), its newly-formed subsidiary, terminated the Agreement for Purchase and Sale of Real Property (the “Purchase and Sale Agreement”) with three Mississippi limited liability companies - DG Union, LLC, DG Moselle, LLC, and DG Ellisville, LLC (each a “Seller” and together the “Sellers”). As reported in a Current Report on Form 8-K filed February 21, 2018, the Company had entered into the Purchase and Sale Agreement on February 14, 2018 under which RETPROP I would have acquired three properties located in the State of Mississippi, one from each Seller. The termination occurred near the end of the due diligence period; the initial earnest money deposit of $50,000 will be refunded to the Company.

Termination of Right of First Refusal Agreement

RETPROP I had also entered into a Right of First Refusal Agreement (the “First Refusal Agreement”) with five other Mississippi limited liability companies in conjunction with the Purchase and Sale Agreement; that First Refusal Agreement has likewise been terminated.

Additional information on the Purchase and Sale Agreement and the First Refusal Agreement

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; property and 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, 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.

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.