Authorized Shares 50,000,000
Outstanding Shares 14,833,920
FC Global Realty Announces Merger with Gadsden Growth Properties to Create an Equity REIT with the Potential to Have More Than $175 Million Gross Asset Value
WILLOW GROVE, Pa.--(BUSINESS WIRE)-- FC Global Realty Incorporated (OTC Pink: FCRE; TASE: FCRE “FC Global”) and Gadsden Growth Properties, Inc. (a privately-held real estate corporation, “Gadsden”) today announced they have signed a definitive agreement (“Merger Agreement”) to combine their two companies. Under the terms of the Merger Agreement, FC Global will convert from a Nevada corporation to a Maryland corporation. Once the merger is complete, the resulting company will be a publicly traded real estate investment trust (REIT) that is estimated to have more than $175 million in gross assets of real estate investments and shareholder equity of more than $100 million.
From 8k released on 9-26-18
In order to comply with Listing Rule 5550(b)(1) and address the concerns of the staff of Nasdaq regarding the stockholder approval violations described above, on September 24, 2018, the Company entered into a remediation agreement with OFI and the Note Holders (the “Remediation Agreement ”)
Pursuant to the Remediation Agreement, the Stock Grant Agreement was terminated, the Payout Shares were cancelled, and the Company issued to the Note Holders an aggregate of 7,485,627 shares of newly-designated Series C Preferred Stock. In addition, the resignations of Dr. Rafaeli and Mr. McGrath from the Company’s board of directors, which were previously effective upon certain events set forth in the Stock Grant Agreement, will now become effective upon the last to occur of (i) receipt of all of the shares of common stock underlying the Series C Preferred Stock and (ii) the date that the shares of common stock underlying the Series C Preferred Stock are registered for re-sale in accordance with the Registration Rights Agreement (as defined below).
In addition, the Purchase Agreement (subject to the survival of certain provisions identified in the Remediation Agreement), the Supplemental Agreement and the Exchange Agreement were terminated, the Series B Preferred Stock issued to OFI was cancelled and the Company issued to OFI 6,217,490 shares of newly-designated Series D Preferred Stock. In addition, OFI agreed to purchase $100,000 of shares of Series D Preferred Stock for a purchase price of $0.65 per share on the last day of each month, commencing on September 30, 2018, until it has purchased an aggregate of $500,000 of shares of Series D Preferred Stock; provided that, upon closing of any material business combination involving the Company that is approved by OFI, OFI agreed to purchase an additional $1,500,000 of shares of Series D Preferred Stock at a price of $0.65 per share. Notwithstanding the foregoing, from and after the date that stockholder approval of the Remediation Agreement has been obtained, instead of purchasing shares of Series D Preferred Stock, OFI agreed to purchase shares of common stock at a price of $0.65 per share.
The Remediation Agreement also terminated two voting agreements, dated December 22, 2017, among OFI, the Note Holders and certain other security holders, the registration rights agreement, dated December 22, 2017, between the Company and OFI (the “ OFI Registration Rights Agreement ”), and the registration rights agreement, dated December 22, 2017, between the Company and the Note Holders (the “ Note Holder Registration Rights Agreement ”).