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ICTV Brands Inc. (ICTV)

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Last Post: 4/19/2020 6:59:53 PM - Followers: 25 - Board type: Free - Posts Today: 0




ICTV just sold substantially all of its assets to a newly created company, NoNoDerma, LLC, and no longer owns any of the personal care items it used to sell.  NONE.  Read the 14C yourself, and read it carefully.  For those assets, they received a promissory note, some debt relief, and a 7.5% stake in the new company they just sold everything to, and that's it.  There's no business left to buy stock in.

Excerpt from the 14C:

SUMMARY TERM SHEET

 

This summary highlights important information in this Information Statement but does not contain all the information that is important to you. You should carefully read this entire Information Statement and the other documents referred to for a complete understanding of the Asset Sale. In addition, we incorporate by reference important business and financial information about the Company in this Information Statement. You may obtain the information incorporated by reference in this Information Statement without charge by following the instructions in the section entitled “Where You Can Find Additional Information.”

 

The Asset Sale   On December 10, 2019, ICTV Brands Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with NoNoDerma, LLC (the “Buyer”) pursuant to which the Company agreed to sell and transfer to Buyer all or substantially all of the Company’s assets (the “Asset Sale”).
     
The Parties   ICTV Brands Inc.
     
    The Company is a direct marketing company (the “Business”) which sells an array of consumer products, domestically and internationally, largely in the beauty and skin care business segment with its primary products consisting of DermaWand and no! no! Hair Removal (the “Products”).
     
    NoNoDerma, LLC  
     
    Buyer is newly formed limited liability company, formed for the purpose of operating a business based initially on assets acquired in the Asset Sale.
     
Purchase Price  

The aggregate purchase price for the Asset Sale is equal to the sum of:

 

(i) A Promissory Note from Buyer in the amount of $600,000, bearing interest at 7%, fully amortizing over 36 monthly payments, secured by a blanket security interest in the assets of Buyer, subordinate to Buyer’s existing senior secured lender, and guaranteed by LeoGroup Private Investment Access, LLC, which is the current owner of the majority of the equity interests of Buyer.

 

(ii) 7.5% of the initial ownership interests of Buyer, pari passu with Buyer.

 

(iii) Cancellation of existing senior secured debt from the Company to LeoGroup Private Investment Access, LLC in the remaining amount of $400,000.

 

(iv) Cancellation of existing royalty obligation of the Company to LeoGroup Private Investment Access, LLC in the remaining amount of $1,400,000.

 

The Purchase Agreement provides that the Buyer will not assume nor have any responsibility for, any liability of the Company.

 

In conjunction with the Asset Sale, the Company conveyed substantially all of its assets to the Buyer. The Company will retain the ownership interest it is being issued in the Buyer.

     
Closing   The closing of the Asset Sale occurred on the same day as the execution of the Purchase Agreement.
     
Disposition of Note  

The assets sold by the Company were encumbered by a lien in favor of LeoGroup Private Investment Access, LLC, and were also encumbered by a lien in favor of Kelvin and Robin Claney and Stephen Jarvis, two directors of the Company, securing the repayment of loans made to the Company under Secured Promissory Notes. The Secured Promissory Notes had outstanding balances in excess of $600,000. The Purchase Agreement required that the assets be transferred free and clear of any liens. Kelvin and Robin Claney and Stephen Jarvis agreed to release their liens in return for an assignment of the $600,000 Promissory Note received from the Buyer.

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ICTV News: Current Report Filing (8-k) 06/12/2020 05:15:44 PM
ICTV News: Amended Statement of Ownership (sc 13g/a) 02/14/2020 11:32:57 AM
PostSubject
#1809   What a disaster here.. no one what’s to bite?!? Aarons 04/19/20 06:59:53 PM
#1808   They should file a 15g. Many waiting until Sean Portman 02/17/20 01:13:19 AM
#1807   Nah they can file to terminate registration if Due Diligence Virtuoso 02/14/20 03:01:37 PM
#1806   i am laughing at all the misinformation about gonzilee 02/14/20 01:41:00 PM
#1805   this 13g is for them to dispose of gonzilee 02/14/20 01:12:40 PM
#1804   you do realize that these guys are selling gonzilee 02/14/20 01:09:37 PM
#1803   get it up to one cent koolmc 02/14/20 01:07:34 PM
#1802   double post koolmc 02/14/20 01:07:33 PM
#1801   Took some yankees18 02/14/20 12:54:40 PM
#1800   2020 ictv lagunatix 01/06/20 04:22:55 PM
#1799   Wow I grabbed some on the dip here . lagunatix 12/23/19 04:37:49 PM
#1798   how are those ictv shares holding up for astockwinner 12/19/19 07:02:35 PM
#1797   Ictv I grabbed some seemed like it had good lagunatix 12/19/19 10:22:45 AM
#1796   Not that I know. WHIP THE HORSE 12/19/19 10:09:41 AM
#1795   Ictv So any updates volume down today here. lagunatix 12/19/19 10:08:34 AM
#1794   NoNoderma,was it public or private? Which one is it? WHIP THE HORSE 12/17/19 04:12:25 PM
#1793   NoNoDerma was public through ICTV, then they sold trader59 12/17/19 03:06:39 PM
#1792   NoNoderma will go public, by using ICTV. It WHIP THE HORSE 12/17/19 02:18:34 PM
#1791   You forgot to put a JMO on the Fireindahole101 12/17/19 02:13:47 PM
#1790   Why would they go public when "they" just trader59 12/17/19 01:59:50 PM
#1789   Well 'they' have no say about anything anymore. Fireindahole101 12/17/19 01:57:27 PM
#1788   Wrong. The merger is coming.ICTV NoNoDerma. WHIP THE HORSE 12/17/19 01:13:56 PM
#1787   They aren't going to do that... Why on trader59 12/17/19 01:13:47 PM
#1786   Sorry, but that's all a crock. They trader59 12/17/19 01:12:32 PM
#1785   Big accumulation here. Somebody knows something. WHIP THE HORSE 12/17/19 11:50:46 AM
#1784   ICTV DO YOU SEE THE 3 MILLION BID AAAAMHIM 12/17/19 11:06:03 AM
#1783   PPS is at a discount compared to where Fireindahole101 12/17/19 10:42:41 AM
#1782   WOW!!! It is going up, nice hits. WHIP THE HORSE 12/17/19 10:38:44 AM
#1781   ICTV LET THEM KEEP SLEEPING. THE BOAT IS AAAAMHIM 12/17/19 10:29:46 AM
#1780   Gm Wow what crazy swings . lagunatix 12/17/19 10:07:18 AM
#1779   ICTV someone just tried to manipulate by tapping AAAAMHIM 12/17/19 10:03:52 AM
#1778   Nothing left but A TOTALLY DEBT FREE, TICKER AAAAMHIM 12/17/19 09:09:48 AM
#1777   LOL, so what? They sold the assets, trader59 12/17/19 07:35:59 AM
#1776   That's what I've been telling him, but he Fireindahole101 12/17/19 07:27:19 AM
#1775   from .0167 to .0034 today [SMART MONEY] 12/17/19 02:17:24 AM
#1774   https://investorshub.advfn.com/boards/read_msg.aspx?message_id=152772072 cert [SMART MONEY] 12/17/19 02:14:41 AM
#1773   Agree, great post. WHIP THE HORSE 12/16/19 11:25:26 PM
#1772   No, that's false, it is not the same trader59 12/16/19 09:28:32 PM
#1771   ICTV. It's the same company my friend. Read AAAAMHIM 12/16/19 09:26:40 PM
#1770   They sold off all the assets to their trader59 12/16/19 05:17:02 PM
#1769   I believe that something is DEFINITELY going to AAAAMHIM 12/16/19 04:34:02 PM
#1768   40M unrestricted... Looks like something may happen with Fireindahole101 12/16/19 04:01:43 PM
#1767   ICTV FEEEEEEED MEEEEEEE!!!!! ICTV Only 56 million O/S? AAAAMHIM 12/16/19 02:53:22 PM
#1764   Thank God I didn't listen to the private Carjockey2 12/16/19 09:40:45 AM
#1763   I did read the 8K. Recommend that trader59 12/15/19 10:57:52 PM
#1762   They bought the debt too, read the 8K. Fireindahole101 12/15/19 07:33:31 PM
#1761   me too hoping for some new investers here astockwinner 12/15/19 07:09:42 PM
#1760   I am so ready for the next leg mzasif 12/15/19 05:58:41 PM
#1759   you still holding your shares? you think the astockwinner 12/15/19 05:53:09 PM
#1758   False. They bought the assets of this trader59 12/14/19 03:02:10 PM
PostSubject