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ICTV Brands Inc. (fka ICTV) RSS Feed

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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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