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): August 30, 2018 (August 24, 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

As previously reported on December 29, 2017, FC Global Realty Incorporated, formerly PhotoMedex, Inc. (the “Company”), entered into a securities purchase agreement, dated December 22, 2017 (the “Purchase Agreement”) with Opportunity Fund I-SS, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor may invest up to $15,000,000 in the Company in a series of closings, in exchange for which the Investor will receive shares of the Company’s newly designated Series B Preferred Stock at a purchase price of $1.00 per share.

Also as previously reported, the Company and the Investor completed two closings under the Purchase Agreement. The first closing occurred on December 22, 2017, pursuant to which the Investor provided $1,500,000 to the Company in exchange for 1,500,000 shares of the Company’s Series B Preferred Stock. The proceeds from the first closing were used for working capital and general corporate purposes. On January 24, 2018, the Company and the Investor completed a second closing pursuant to which the Investor provided $2,225,000 to the Company in exchange for 2,225,000 shares of the Company’s Series B Preferred Stock. The proceeds from the second closing were used to perform due diligence and invest in Income Generating Properties (as defined in the Purchase Agreement) that have been approved by the Company’s Board of Directors. The issuance of the Series B Preferred Stock in the first and second closings was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.

On August 24, 2018, the Company and the Investor completed a third closing under the Purchase Agreement, pursuant to which the Investor provided $100,000 to the Company in exchange for 100,000 shares of the Company’s Series B Preferred Stock. The issuance of the Series B Preferred Stock in the third closing was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The proceeds from this closing is expected to be used for working capital and general corporate purposes.

The foregoing summary of the terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which has been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 29, 2017, which is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

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.