On March 31, 2017, the Company entered into an Interest Contribution Agreement with First Capital Real Estate Operating Partnership, L.P. (the “Contributor”), First Capital Real Estate Trust Incorporated (the “Contributor Parent”), and FC Global Realty Operating Partnership, LLC, the Company’s wholly-owned subsidiary (the “Acquiror”). The parties entered into amendments to the Interest Contribution Agreement on August 3, 2017, October 11, 2017 and December 22, 2017. Pursuant to the Interest Contribution Agreement, as amended (collectively, the “Contribution Agreement”), the Contributor contributed certain real estate assets to the Acquiror. In exchange, the Contributor received shares of the Company’s common stock and newly designated Series A Convertible Preferred Stock. This transaction closed on May 17, 2017. As a result of the Contribution Agreement, the Company has primarily become a real estate asset management and development company for the purpose of investing in a diversified portfolio of quality commercial and residential real estate properties and other real estate investments located in the United States.
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.
