FCRE / FC Global Realty Incorporated - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Gadsden Properties, Inc Files a Form 15 to Suspend its Reporting Obligations under the Securities Exchange Act.

Exhibit 99.1 Gadsden Properties, Inc Files a Form 15 to Suspend its Reporting Obligations under the Securities Exchange Act. San Antonio, Texas, June 23, 2021/EINPresswire/ Gadsden Properties, Inc. (OTC Pink: GADS) announced today voluntary filing of a Form 15 with the U.S. Securities and Exchange Commission (the ?SEC?) to voluntarily suspend its reporting obligations under Section 15(d) of the Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: July 31, 2021 Estimated average burden hours per response 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT O

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 23, 2021 Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2021 (February 25, 2021) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other juris

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 29, 2021 (March 24, 2021) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporati

Stipulation for Relief from Stay. Filed by Attorneys for the Secured Creditor 2501 Cormack, LLC

Exhibit 99.1

Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2021 (February 25, 2021) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other juri

Declaration of Ori Katz In Support of Ex Parte Application for Order Shortening Time for Service and Hearing On Emergency Motion to Dismiss Bankruptcy Case

Exhibit 99.4

Emergency Motion to Dismiss Bankruptcy Case by Attorneys for the Secured Creditor

Exhibit 99.1

Financial Statements and Exhibits, Bankruptcy or Receivership

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): March 3, 2021 (February 25, 2021) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpora

Ex Parte Application for Order Shortening Time for Service and Hearing On Emergency Motion to Dismiss Bankruptcy Case by Attorneys for the Secured Creditor

Exhibit 99.3

Declaration of Paul Rahimian In Support of Emergency Motion to Dismiss Bankruptcy Case

Exhibit 99.2

- CURRENT REPORT

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): November 30, 2020 (November 23, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incor

Bankruptcy or Receivership - CURRENT REPORT

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): October 13, 2020 (October 9, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpor

Employment Agreement, dated September 1, 2020, between the Company and Michael Cha

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Gadsden Properties, Inc., a Nevada corporation (the “Company”) and Michael Cha (the “Executive”) on September 1, 2020 (the “Effective Date”), to become effective immediately. WHEREAS, the Company intends to employ the Executive as Chief of Staff, effective immediately; and Employee is willi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

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): September 8, 2020 (August 28, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpo

Employment Agreement, dated September 1, 2020, between the Company and Douglas Funke

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Gadsden Properties, Inc., a Nevada corporation (the “Company”) and Douglas Funke (the “Executive”) on September 1, 2020 (the “Effective Date”), to become effective immediately. WHEREAS, the Company intends to employ the Executive as Chief Executive Officer, effective immediately; and Employ

FCRE / FC Global Realty Incorporated NT 10-K - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 000-11635 SEC FILE NUMBER 30258F102 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Rep

Current Report

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): March 17, 2020 (March 11, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporati

Current Report

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): March 5, 2020 (February 28, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpora

Current Report

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): February 26, 2020 (February 24, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incor

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2020 (February 6, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other ju

Letter from Friedman LLP regarding change in certifying accountant

Exhibit 16.1 February 25, 2020 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 - 7561 RE: Gadsden Properties, Inc. Commission File No. 000-11635 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K of Gadsden Properties, Inc. dated February 24, 2020, and agree with the statements concerning our Firm contained therein. Sincerely,

Changes in Registrant's Certifying Accountant

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): February 24, 2020 (February 6, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Current Report

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): February 10, 2020 (February 4, 2020) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Current Report

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): January 7, 2020 (December 31, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpo

FCRE / FC Global Realty Incorporated NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 000-11635 SEC FILE NUMBER 30258F102 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2019 ☐ Transition Re

Current Report

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): November 13, 2019 (November 7, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Current Report

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): November 12, 2019 (November 12, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incor

Gadsden Properties, Inc. Begins Trading Under New Ticker Symbol GADS

Exhibit 99.1 FOR IMMEDIATE RELEASE Gadsden Properties, Inc. Begins Trading Under New Ticker Symbol GADS SCOTTSDALE, AZ — November 12, 2019 — Gadsden Properties, Inc. (OTC Pink: FCRE; TASE: FCRE “Gadsden”) announced that, effective today, November 12, 2019, it will begin trading under its new ticker symbol “GADS”. The new symbol is another step toward becoming a publicly traded REIT and will better

FCRE / FC Global Realty Incorporated 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-11635 GADSDEN PROP

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): October 29, 2019 (October 23, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpo

Current Report

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): October 17, 2019 (October 14, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpo

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

Exhibit 99.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (the “Agreement”) is made and entered into by and between FC Global Realty Incorporated f/k/a PhotoMedex, Inc. (“FC Globlal”) and DS Healthcare Group, Inc. (“DSH”). FC Global and DSKX may be individually referred to as “Party” and collectively as the “Parties.” RECITALS WHEREAS, on or about June 21, 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2019 (September 13, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of i

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

Exhibit 99.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (the “Agreement”) is made and entered into by and between FC Global Realty Incorporated f/k/a PhotoMedex, Inc. (“FC Globlal”) and DS Healthcare Group, Inc. (“DSH”). FC Global and DSKX may be individually referred to as “Party” and collectively as the “Parties.” RECITALS WHEREAS, on or about June 21, 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 19, 2019 (September 13, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of inc

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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, 2019 (September 6, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 23, 2019 (August 19, 2019) Gadsden Properties, Inc. (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpora

Amendment to the Amended and Restated Articles of Incorporation of FC Global Realty Incorporated filed April 19, 2019

Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK

FCRE / FC Global Realty Incorporated NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 000-11635 SEC FILE NUMBER 30258F102 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 8, 2019 (August 2, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Letter from Fahn Kanne & Co. Grant Thornton Israel to the Securities and Exchange Commission, dated August 8, 2019

Exhibit 16.1

Form of Purchase Agreement, by and among Gadsden Properties, Inc. (formerly FC Global Realty Incorporated), Gadsden Growth Properties, L.P. and the lender party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2019)

Exhibit 10.1 FC GLOBAL REALTY INCORPORATED and GADSDEN GROWTH PROPERTIES, L.P. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2019, by and among FC Global Realty Incorporated, a Nevada corporation (the “Company”), Gadsden Growth Properties, L.P., a Delaware limited partnership and subsidiary of the Company ( “Gadsden”), and the investors that have purchased th

Form of Loan and Security Agreement, by and among Gadsden Properties, Inc. (formerly FC Global Realty Incorporated), Gadsden Growth Properties, L.P. and the lender party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 8, 2019)

Exhibit 10.2 Loan and Security Agreement by and among Gadsden Growth Properties, L.P. As Borrower, and FC Global Realty Incorporated As Guarantor, and The Lenders Party To This Agreement, as Lenders dated as of August 2, 2019 TABLE OF CONTENTS Section 1. DEFINITIONS. 1 Section 2. TERMS OF LENDING. 11 Section 3. CONDITIONS PRECEDENT. 13 Section 4. NOTE EVIDENCING LOAN. 14 Section 5. CONTINUING GUAR

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 8, 2019 (August 2, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Form of Warrant between Gadsden Properties, Inc. (formerly FC Global Realty Incorporated) and the holder named therein (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 8, 2019)

Exhibit 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURIT

Form of Senior Subordinated Promissory Notes issued by Gadsden Growth Properties, L.P. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2019)

Exhibit 4.1 PROMISSORY NOTE $[] [], 2019 For value received, the undersigned, Gadsden Growth Properties, L.P., a Delaware limited partnership (the “Borrower”), having an address at 15150 N. Hayden Road, Suite 235, Scottsdale, AZ 85260, promises to pay to the order of [], in its capacity as a lender party to that certain Loan and Security Agreement dated as of [], 2019 (collectively with the other

FCRE / FC Global Realty Incorporated DEF 14C - - DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement FC Global Realty Incorporated (Name of Registrant

FCRE / FC Global Realty Incorporated PRER14C - - AMENDMENT NO. 1 TO PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FC Global Realty Incorporated (N

FCRE / FC Global Realty Incorporated CORRESP - -

FC Global Realty Incorporated 15150 North Hayden Road, Suite 235 Scottsdale, AZ 85260 July 8, 2019 U.

FC GLOBAL REALTY INCORPORATED UNAUDITED CONDENSED COMBINED PROFORMA FINANCIAL STATEMENTS FC GLOBAL REALTY INCORPORTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 FC GLOBAL REALTY INCORPORATED UNAUDITED CONDENSED COMBINED PROFORMA FINANCIAL STATEMENTS FC GLOBAL REALTY INCORPORTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information presented below sets forth the financial position and results of operations of FC Global Realty Incorporated (“FC Global”) after giving effect

GADSDEN GROWTH PROPERTIES, INC. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

Exhibit 99.2 GADSDEN GROWTH PROPERTIES, INC. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018 Page No. GADSDEN GROWTH PROPERTIES, INC. Consolidated Balance Sheet as of March 31, 2019 (Unaudited) 2 Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (Unaudited) 3 Consolidated Statement of Stockholders’ Equity for the

GADSDEN GROWTH PROPERTIES, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 GADSDEN GROWTH PROPERTIES, INC.

Exhibit 99.1 GADSDEN GROWTH PROPERTIES, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 GADSDEN GROWTH PROPERTIES, INC. Page No. Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2018 and 2017 3 Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017 4 Consolidated Statements o

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2019 (April 5, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other juris

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 3, 2019 (July 1, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporat

Amendment No. 3 to Stock Purchase Agreement, dated July 1, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc.

Exhibit 10.1 AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 3 TO THE STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of July 1, 2019, by and between FC Global Realty Incorporated, a Nevada corporation (“Parent”) and Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”). FC Global and Gadsden are each, individually, referred to as a “Party” and,

Other Events

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): June 27, 2019 (June 24, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpor

Current Report

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): June 21, 2019 (June 17, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpor

FCRE / FC Global Realty Incorporated CORRESP - -

FC Global Realty Incorporated 15150 North Hayden Road, Suite 235 Scottsdale, AZ 85260 June 19, 2019 U.

Other Events

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): June 12, 2019 (June 12, 2019) FC GLOBAL REALTY INCOPORATED (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpora

FC Global Completes First Stage of Integration with Gadsden Growth Properties Change of Control Transaction Closed Earlier This Quarter Between FC Global and Gadsden

Exhibit 99.1 FOR IMMEDIATE RELEASE FC Global Completes First Stage of Integration with Gadsden Growth Properties Change of Control Transaction Closed Earlier This Quarter Between FC Global and Gadsden SCOTTSDALE, AZ — June 12, 2019 — Gadsden Growth Properties, Inc., a privately-held real estate corporation (“Gadsden”), and FC Global Realty Incorporated (OTC Pink: FCRE; TASE: FCRE “FC Global”) toda

Form PRE14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FC Global Realty Incorporated (Name of Registrant

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2019 (May 15, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdic

Cancellation and Exchange Agreement, dated May 17, 2019, among Gadsden Growth Properties, Inc., FC Global Realty Incorporated and the Stockholders named therein

Exhibit 10.4 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), is entered into effective as of May 15, 2019, among Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”), FC Global Realty Incorporated, a Nevada corporation (“FC Global”), and the stockholders of Gadsden identified on Schedule A to this Agreement (each a “Stockholder” and,

Cancellation and Exchange Agreement, dated May 17, 2019, among Gadsden Growth Properties, Inc., FC Global Realty Incorporated and the Stockholders named therein

Exhibit 10.4 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), is entered into effective as of May 15, 2019, among Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”), FC Global Realty Incorporated, a Nevada corporation (“FC Global”), and the stockholders of Gadsden identified on Schedule A to this Agreement (each a “Stockholder” and,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 21, 2019 (May 15, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporat

Submission of Matters to a Vote of Security Holders, Other Events

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): May 21, 2019 (May 15, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporat

FCRE / FC Global Realty Incorporated 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-11635 FC GLOBAL R

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 8, 2019 (May 2, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporatio

Amendment No. 2 to Stock Purchase Agreement, dated May 2, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 8, 2019)

Exhibit 10.3 AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 2, 2019, by and between FC Global Realty Incorporated, a Nevada corporation (“Parent”) and Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”). FC Global and Gadsden are each, individually, referred to as a “Party” and, coll

Amended and Restated Certificate of Designation of Series B Non-Voting Convertible Preferred Stock

Exhibit 3.2 EXHIBIT A FC GLOBAL REALTY INCORPORATED AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES FC Global Realty Incorporated, a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to the authority contained in its Articles

Cancellation and Exchange Agreement, dated May 2, 2019, among Gadsden Growth Properties, Inc., FC Global Realty Incorporated and FHDC Group, LLC

Exhibit 10.4 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), is entered into effective as of May 2, 2019, among Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”), FC Global Realty Incorporated, a Nevada corporation (“FC Global”), and FHDC Group, LLC (the “Stockholder”). RECITALS A. On January 31, 2019, Gadsden issued to the Stockho

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 19, 2019 (April 15, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Amendment No. 1 to Stock Purchase Agreement, dated April 1, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 11, 2019)

Exhibit 10.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 5, 2019, by and between FC Global Realty Incorporated, a Nevada corporation (“Parent”) and Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”). FC Global and Gadsden are each, individually, referred to as a “Party” and, co

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): April 11, 2019 (April 5, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorpo

Certificate of Designation of 10% Series C Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on April 11, 2019)

Exhibit 3.3 EXHIBIT A FC GLOBAL REALTY INCORPORATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 10% SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES FC Global Realty Incorporated, a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to the authority contained in its Articles of Incorporation,

Note Secured By A Deed of Trust issued by Jessie Avenue LLC in favor of GCA Equity Partners, LLC Trust – Jessie #6A on February 21, 2014

Exhibit 10.5

Note Secured By A Deed of Trust issued by Roseville Road, LLC in favor of GCA Financial, LLC Trust – Roseville #1 on March 27, 2013

Exhibit 10.4

Construction Loan Agreement, dated January 31, 2018, among Freemont Hills Development Corporation, Parkview Financial Fund 2015, LP and Trez Capital (2016) Corporation

Exhibit 10.3 CONSTRUCTION LOAN AGREEMENT THIS CONSTRUCTION LOAN AGREEMENT is entered into as of the 31st day of January, 2018, by FREMONT HILLS DEVELOPMENT CORPORATION, a California corporation (“Borrower”), PARKVIEW FINANCIAL FUND 2015, LP, a Delaware limited partnership, having its principal office at c/o Parkview Financial Fund GP, Inc., 12400 Wilshire Boulevard, Suite 350, Los Angeles, CA 9002

Certificate of Designation of 7% Series A Cumulative Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 11, 2019)

Exhibit 3.1 EXHIBIT A FC GLOBAL REALTY INCORPORATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 7% SERIES A CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES FC Global Realty Incorporated, a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to the authority contained in its Articles of Incor

Amended and Restated Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 9, 2019)

Exhibit 3.2 EXHIBIT A FC GLOBAL REALTY INCORPORATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES FC Global Realty Incorporated, a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to the authority contained in its Articles of Incorporation, as

Subsidiaries of FC Global Realty Incorporated

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization Percentage of Ownership RETPROP I, LLC Delaware 100% FC Global Realty Operating Partnership, LLC Delaware 100% First Capital Avalon Jubilee, LLC Delaware 100% Central Valley Gas Station Development, LLC Delaware 75% PhotoMedex Technology, Inc.* Delaware 100% Radiancy, Inc.* Delaware 100% Radiancy (Is

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-11635 FC GLOBAL REAL

FCRE / FC Global Realty Incorporated 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 59-2058100 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

FCRE / FC Global Realty Incorporated RW

FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 March 18, 2019 U.

FCRE / FC Global Realty Incorporated SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer I

Letter Agreement regarding Termination of Agreement and Plan of Merger, dated March 13, 2019, between FC Global Realty Incorporated and Gadsden Growth Properties, Inc.

Exhibit 2.5 GADSDEN GROWTH PROPERTIES, INC. 15150 N. Hayden Road, Suite 220 Scottsdale, Arizona 85260 March 13, 2019 FC Global Realty Incorporated 2300 Computer Drive Building G Willow Grove, PA 19090 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated November 8, 2018, as amended, by and among FC Global Realty, Inc. (“FC Global”), Gadsden Growth Properties, Inc. (“G

Stock Purchase Agreement, dated March 13, 2019, among FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2019)

Exhibit 10.1 STOCK PURCHASE AGREEMENT Dated as of March 13, 2019 By and Among FC GLOBAL REALTY INCORPORATED And GADSDEN GROWTH PROPERTIES, INC. STOCK PURCHASE AGREEMENT TABLE OF CONTENTS ARTICLE I. PURCHASE AND ISSUANCE OF PARENT SECURITIES 2 Section 1.1 Stock Issuance by Parent 2 Section 1.2 Consideration by Gadsden 2 Section 1.3 Certain Adjustments 2 Section 1.4 Gadsden Specified Account 3 ARTIC

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 15, 2019 (March 13, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

FCRE / FC Global Realty Incorporated 425 (Prospectus)

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): February 12, 2019 (February 11, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of

Other Events

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): February 12, 2019 (February 11, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of

FCRE / FC Global Realty Incorporated 425 (Prospectus)

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): January 31, 2019 (January 25, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Letter Agreement regarding Amendment No. 3 to Agreement and Plan of Merger, dated January 25, 2019, between FC Global Realty Incorporated and Gadsden Growth Properties, Inc.

Exhibit 2.4 GADSDEN GROWTH PROPERTIES, INC. 15150 N. Hayden Road, Suite 220 Scottsdale, Arizona 85260 January 25, 2019 FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger by and among FC Global Realty Incorporated, FC Merger Sub, Inc., Gadsden Growth Properties, Inc., and Gadsden Growth Pro

Letter Agreement regarding Amendment No. 3 to Agreement and Plan of Merger, dated January 25, 2019, between FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed on January 31, 2019)

Exhibit 2.4 GADSDEN GROWTH PROPERTIES, INC. 15150 N. Hayden Road, Suite 220 Scottsdale, Arizona 85260 January 25, 2019 FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger by and among FC Global Realty Incorporated, FC Merger Sub, Inc., Gadsden Growth Properties, Inc., and Gadsden Growth Pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 31, 2019 (January 25, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

FCRE / FC Global Realty Incorporated S-4/A

As filed with the Securities and Exchange Commission on January 30, 2019 Registration No.

Letter Agreement regarding Amendment No. 2 to Agreement and Plan of Merger, dated January 14, 2019, between FC Global Realty Incorporated and Gadsden Growth Properties, Inc.

Exhibit 2.3 January 14, 2019 FC Global Realty Incorporated 2300 Computer Drive Building G Willow Grove, PA 19090 Re: Agreement and Plan of Merger, dated November 8, 2018, between FC Global Realty, Inc. (“FC Global”), Gadsden Growth Properties, Inc. (“Gadsden”) and the other parties thereto, as amended by Amendment No. 1 thereto (the “Merger Agreement”). Capitalized terms used, but not otherwise de

FCRE / FC Global Realty Incorporated 425 (Prospectus)

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): January 15, 2019 (January 14, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Amended and Restated Limited Liability Company Agreement of Gadsden Roseville, LLC, dated January 14, 2019, among Gadsden Roseville, LLC, Gadsden Reality Investments I, LLC and FC Global Realty Incorporated

Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Gadsden Roseville, LLC Dated as of January 14, 2019 THE LIMITED LIABILITY COMPANY INTERESTS COVERED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED O

Letter Agreement regarding Amendment No. 2 to Agreement and Plan of Merger, dated January 14, 2019, between FC Global Realty Incorporated and Gadsden Growth Properties, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on January 14, 2019)

Exhibit 2.3 January 14, 2019 FC Global Realty Incorporated 2300 Computer Drive Building G Willow Grove, PA 19090 Re: Agreement and Plan of Merger, dated November 8, 2018, between FC Global Realty, Inc. (“FC Global”), Gadsden Growth Properties, Inc. (“Gadsden”) and the other parties thereto, as amended by Amendment No. 1 thereto (the “Merger Agreement”). Capitalized terms used, but not otherwise de

Amended and Restated Limited Liability Company Agreement of Gadsden Roseville, LLC, dated January 14, 2019, among Gadsden Roseville, LLC, Gadsden Reality Investments I, LLC and FC Global Realty Incorporated (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 15, 2019)

Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Gadsden Roseville, LLC Dated as of January 14, 2019 THE LIMITED LIABILITY COMPANY INTERESTS COVERED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED O

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 15, 2019 (January 14, 2019) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Letter Agreement, dated December 29, 2018, between FC Global Realty Incorporated and Opportunity Fund I-SS, LLC

Exhibit 10.2 FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 December 29, 2018 Opportunity Fund I-SS LLC c/o OP Fund I Manager, LLC 2481 Sunrise Blvd, Suite 200 Gold River, CA 95670 Attention: Kristen E. Pigman Re: Remediation Agreement, dated September 24, 2018, among FC Global Realty Incorporated (“FC Global”), Opportunity Fund I-SS LLC (“OFI”) and the other

Amendment No. 1 to Agreement and Plan of Merger, dated December 27, 2018, among FC Global Realty Incorporated, FC Merger Sub, Inc. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P.

Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of this December 27, 2018, by and among FC Global Realty Incorporated, a Nevada corporation (“Parent”), FC Merger Sub, Inc., a Maryland corporation (“Purchaser” and, together with Parent, the “Purchaser Parties”), and Gadsden Growth Propert

FCRE / FC Global Realty Incorporated 425 (Prospectus)

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): January 2, 2019 (December 27, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Amendment No. 1 to Agreement and Plan of Merger, dated December 27, 2018, among FC Global Realty Incorporated, FC Merger Sub, Inc. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on January 2, 2019)

Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of this December 27, 2018, by and among FC Global Realty Incorporated, a Nevada corporation (“Parent”), FC Merger Sub, Inc., a Maryland corporation (“Purchaser” and, together with Parent, the “Purchaser Parties”), and Gadsden Growth Propert

Letter Agreement, dated December 29, 2018, between FC Global Realty Incorporated and Opportunity Fund I-SS, LLC

Exhibit 10.2 FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 December 29, 2018 Opportunity Fund I-SS LLC c/o OP Fund I Manager, LLC 2481 Sunrise Blvd, Suite 200 Gold River, CA 95670 Attention: Kristen E. Pigman Re: Remediation Agreement, dated September 24, 2018, among FC Global Realty Incorporated (“FC Global”), Opportunity Fund I-SS LLC (“OFI”) and the other

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 2, 2019 (December 27, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

FCRE / FC Global Realty Incorporated FORM S4/A

As filed with the Securities and Exchange Commission on December 28, 2018 Registration No.

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and John E. Hartman

Exhibit 10.48 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and John E. Hartman, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are h

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and Scott Crist

Exhibit 10.50 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and Scott Crist, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are herei

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and George Bell

Exhibit 10.49 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and George Bell, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are herei

Purchase and Sale Agreement, dated as of June 7, 2018, by and between Jesse Avenue, LLC, Roseville Road, LLC and Gadsden Growth Properties, Inc.

Exhibit 10.56 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of the Effective Date (as defined in Section 1.2), by and between Jesse Avenue, LLC, a California limited liability company (“Jesse”) Roseville Road, LLC, a California limited liability company (“Roseville”) (collectively, Jesse and Roseville shall hereinafter be referred to as “Seller”) having a

Clarification Agreement, dated June 3, 2018, between First Capital Real Estate Operating Partnership, LP and Gadsden Growth Properties, Inc.

Exhibit 10.63 Clarification and Amendment Reference is made to: DST 17% Lippincott, PSA, Claims purchase Agreement, Assignment of interest: DST 7% Hanes, PSA Claims purchase Agreement Assignment of interest, (collectively, the "Acquisition Agreements") regarding the sale, transfer and conveyance of DST 17% Lippincott and DST 7% Hanes (the "DSTs"). The Acquisition Agreements are supplemented by thi

Claims Purchase Agreement, dated as of by and between First Capital Real Estate Operating Partnership, L.P. and Gadsden Growth Properties, Inc.

Exhibit 10.62 CLAIMS PURCHASE AGREEMENT THIS CLAIMS PURCHASE AGREEMENT (the “Agreement”), dated as of May 29, 2018, by and between First Capital Real Estate Operating Partnership, LP, a Limited Partnership organized under the laws of Delaware (the “Seller”), and Gadsden Growth Properties, INC, a Maryland Corporation (the “Buyer”). RECITALS WHEREAS, the Seller has incurred losses as a result of the

Forbearance Agreement, dated October 3, 2018, by and among Gadsden Growth Properties, L.P., Gadsden Growth Properties, Inc., and The Pigman Companies

Exhibit 10.65 FORBEARANCE AGREEMENT This Forbearance Agreement (the “Agreement”) is made and entered into as of October 3, 2018 by and among Gadsden Growth Properties, L.P., a Delaware limited partnership (the “Company” or “Borrower”), Gadsden Growth Properties, Inc., a Maryland corporation (the “Guarantor”), and The Pigman Companies, LLC, a California limited liability company (“TPC”). Capitalize

DST Purchase and Sale Agreement of Hanes Delaware Statutory Trust (7% Ownership), dated as of May 29, 2018, by and among First Capital Real Estate Operating Partnership, L.P. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, LP.

Exhibit 10.61 DST PURCHASE AND SALE AGREEMENT Hanes Delaware Statutory Trust (DST) (7% Ownership) DATED AS OF May 29, 2018, by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, L. P. a Delaware Limited Partnership and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation TABLE OF CONTENTS Page I. THE SALE 2 Section 1.01. Sale of the Subject DST (7% OWNERSHIP) 2 Section 1.02. Considerati

DST Purchase and Sale Agreement of Lippincott Delaware Statutory Trust (17% Ownership), dated as of May 29, 2018, by and among First Capital Real Estate Operating Partnership, L.P. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, LP.

Exhibit 10.59 DST PURCHASE AND SALE AGREEMENT Lippincott Delaware Statutory Trust (17% Ownership) DATED AS OF May 29, 2018, by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, L. P. a Delaware Limited Partnership and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation TABLE OF CONTENTS Page I. THE SALE 2 Section 1.01 Sale of the Subject DST (17% OWNERSHIP) 2 Section 1.02 Consideratio

Form of Warrant to Purchase Shares of Series C Preferred Stock

Exhibit 10.55 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECUR

Form of Lock-Up Agreement

Exhibit 10.1 LOCK-UP and resale restriction AGREEMENT This Lock-Up and Resale Restriction Agreement (the “Agreement”) is made and entered into as of , by and among Gadsden Properties, Inc., a Maryland corporation (the “Company”), and the persons executing this Agreement (each a “Holder” and, collectively, the “Holders”). RECITALS A. On November 8, 2018, FC Global Reality Incorporated (as predecess

Form of Joinder Agreement to Escrow Agreement, dated July 10, 2018, by and among Gadsden Growth Properties, L.P., First Capital Real Estate Operating Partnership, LP, T-9 Developers, LLC, and Herrick, Feinstein LLP.

Exhibit 10.58 Form of Joinder Agreement to Escrow Agreement THIS JOINDER AGREEMENT (this “Joinder”) is dated as of July 10, 2018 by (the “Assignee”) and Gadsden (as defined below) and the Escrow Agent (as defined below) and is to that certain Escrow Agreement dated as of July , 2018 (the “Agreement”) by and among Gadsden Growth Properties, L.P., having an address at 15150 N. Hayden Road, Suite 220

Claims Purchase Agreement, dated as of by and between First Capital Real Estate Operating Partnership, L.P. and Gadsden Growth Properties, Inc.

Exhibit 10.60 CLAIMS PURCHASE AGREEMENT THIS CLAIMS PURCHASE AGREEMENT (the “Agreement”), dated as of May 29, 2018, by and between First Capital Real Estate Operating Partnership, LP, a Limited Partnership organized under the laws of Delaware (the “Seller”), and Gadsden Growth Properties, INC, a Maryland Corporation (the “Buyer”). RECITALS WHEREAS, the Seller has incurred losses as a result of the

Supplement to Sale Agreement, dated as of July 10, 2018, by and among T-9 Developers, LLC, First Capital Real Estate Operating Partnership, LP, First Capital Real Estate Trust Incorporated, Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P.

Exhibit 10.57 Supplement to the Sale Agreement Reference is hereby made to that certain SALE AGREEMENT, dated as of June 15, 2018 (the “Sale Agreement”), by and among T-9 Developers, LLC, a Delaware limited liability Company (“T-9 Developers”); First Capital Real Estate Operating Partnership, LP, a Delaware limited partnership (“FC OPCO” and, together with T-9 Developers, each a “Seller” and, coll

Form of Placement Agent Warrant to Purchase Shares of Common Stock

Exhibit 10.64 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECUR

Form of Indemnification Agreement

Exhibit 10.54 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Gadsden Growth Properties, Inc., a Maryland corporation (the “Company”), and the undersigned individual (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other

Loan and Security Agreement, dated as of June 4, 2018, by and among Gadsden Growth Properties, L.P., Gadsden Growth Properties, Inc., the Lenders and The Pigman Companies, LLC

Exhibit 10.53 Loan and Security Agreement by and among GADSDEN GROWTH PROPERTIES, L.P. As Borrower, and GADSDEN GROWTH PROPERTIES, INC., As Guarantor, and THE LENDERS PARTY TO THIS AGREEMENT, as Lenders and The Pigman Companies, LLC, as Administrative Agent dated as of June 4, 2018 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 11 1.3. Other Terms Define

Form of Restricted Stock Agreement

Exhibit 10.52 FORM OF GADSDEN GROWTH PROPERTIES, INC. 2016 EQUITY COMPENSATION PLAN RESTRICTED STOCK AGREEMENT AGREEMENT, dated as of , between Gadsden Growth Properties, Inc., a Maryland corporation (the “Company”), and (the “Participant”). WITNESSETH: WHEREAS, the Company adopted the Gadsden Growth Properties, Inc. 2016 Equity Compensation Plan (the “Plan”), which Plan authorizes, among other th

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and Brian Ringel

Exhibit 10.51 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and Brian Ringel, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are here

Subsidiaries of FC Global Realty Incorporated

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization Percentage of Ownership RETPROP I, LLC Delaware 100 % FC Global Realty Operating Partnership, LLC Delaware 100 % First Capital Avalon Jubilee, LLC Delaware 100 % Central Valley Gas Station Development, LLC Delaware 75 % PhotoMedex Technology, Inc.* Delaware 100 % Radiancy, Inc.* Delaware 100 % Radian

FCRE / FC Global Realty Incorporated 425 (Prospectus)

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): December 6, 2018 (December 3, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Other Events

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): December 6, 2018 (December 3, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Current Report

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): November 30, 2018 (November 29, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S.

Other Events

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): November 14, 2018 (November 12, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of

FCRE / FC Global Realty Incorporated FORM 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-11635 FC GLOB

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

Exhibit 99.1 FOR IMMEDIATE PRESS RELEASE 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 — November 13, 2018 — FC Global Realty Incorporated (OTC Pink: FCRE; TASE: FCRE “FC Global”) and Gadsden Growth Properties, Inc. (a privately-held real estate corporation, “Gadsden”) t

Financial Statements and Exhibits, Other Events

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): November 13, 2018 (November 13, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of

Agreement and Plan of Merger, dated November 8, 2018, among FC Global Realty Incorporated, FC Merger Sub, Inc. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P.

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER Dated as of November 8, 2018 By and Among FC GLOBAL REALTY INCORPORATED, FC MERGER SUB, INC., GADSDEN GROWTH PROPERTIES, INC. and GADSDEN GROWTH PROPERTIES, L.P. AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS ARTICLE I MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Merger Consideration 2 Section 1.5 Organiza

Plan of Conversion of FC Global Realty Incorporated, dated November 8, 2018

Exhibit 2.1 PLAN OF CONVERSION OF FC GLOBAL REALTY INCORPORATED INTO GADSDEN PROPERTIES, INC. This Plan of Conversion (this “Plan of Conversion”) is adopted as of November 8, 2018 to convert FC Global Realty Incorporated, a Nevada corporation (the “Converting Entity”), to a Maryland corporation to be known as “Gadsden Properties, Inc.” (the “Resulting Entity”). 1. Converting Entity. The Converting

FCRE / FC Global Realty Incorporated 425 (Prospectus)

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): November 9, 2018 (November 8, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

FC Global Realty Announces its Acquisition by Gadsden Growth Properties Company combination could generate up to a combined $140 million in assets

Exhibit 99.2 FOR IMMEDIATE PRESS RELEASE FC Global Realty Announces its Acquisition by Gadsden Growth Properties Company combination could generate up to a combined $140 million in assets WILLOW GROVE, PA — November 9, 2018 — FC Global Realty Incorporated (OTC: FCRE, “FC Global”) and Gadsden Growth Properties (a privately-held real estate investment corporation, “Gadsden”) today announced they hav

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of November 8, 2018, by and among FC Global Realty Incorporated, a Nevada corporation (“FC Global”), Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”), those holders of capital stock of FC Global listed on Schedule I annexed hereto (the “FC Global Stockholders”) and those holders of capital stock of Gadsd

DST Purchase and Sale Agreement of Lippincott Delaware Statutory Trust (17% Ownership), dated as of May 29, 2018, by and among First Capital Real Estate Operating Partnership, L.P. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, LP.

Exhibit 10.59 DST PURCHASE AND SALE AGREEMENT Lippincott Delaware Statutory Trust (17% Ownership) DATED AS OF May 29, 2018, by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, L. P. a Delaware Limited Partnership and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation TABLE OF CONTENTS Page I. THE SALE 2 Section 1.01 Sale of the Subject DST (17% OWNERSHIP) 2 Section 1.02 Consideratio

Form of Placement Agent Warrant to Purchase Shares of Common Stock

Exhibit 10.64 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECUR

Form S-4

As filed with the Securities and Exchange Commission on November 9, 2018 Registration No.

Form of Lock-Up Agreement

Exhibit 10.1 LOCK-UP and resale restriction AGREEMENT This Lock-Up and Resale Restriction Agreement (the “Agreement”) is made and entered into as of , by and among Gadsden Properties, Inc., a Maryland corporation (the “Company”), and the persons executing this Agreement (each a “Holder” and, collectively, the “Holders”). RECITALS A. On November 8, 2018, FC Global Reality Incorporated (as predecess

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and John E. Hartman

Exhibit 10.48 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and John E. Hartman, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are h

Clarification Agreement, dated June 3, 2018, between First Capital Real Estate Operating Partnership, LP and Gadsden Growth Properties, Inc.

Exhibit 10.63 Clarification and Amendment Reference is made to: DST 17% Lippincott, PSA, Claims purchase Agreement, Assignment of interest: DST 7% Hanes, PSA Claims purchase Agreement Assignment of interest, (collectively, the "Acquisition Agreements") regarding the sale, transfer and conveyance of DST 17% Lippincott and DST 7% Hanes (the "DSTs"). The Acquisition Agreements are supplemented by thi

Purchase and Sale Agreement, dated as of June 7, 2018, by and between Jesse Avenue, LLC, Roseville Road, LLC and Gadsden Growth Properties, Inc.

Exhibit 10.56 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of the Effective Date (as defined in Section 1.2), by and between Jesse Avenue, LLC, a California limited liability company (“Jesse”) Roseville Road, LLC, a California limited liability company (“Roseville”) (collectively, Jesse and Roseville shall hereinafter be referred to as “Seller”) having a

Form of Joinder Agreement to Escrow Agreement, dated July 10, 2018, by and among Gadsden Growth Properties, L.P., First Capital Real Estate Operating Partnership, LP, T-9 Developers, LLC, and Herrick, Feinstein LLP.

Exhibit 10.58 Form of Joinder Agreement to Escrow Agreement THIS JOINDER AGREEMENT (this “Joinder”) is dated as of July 10, 2018 by (the “Assignee”) and Gadsden (as defined below) and the Escrow Agent (as defined below) and is to that certain Escrow Agreement dated as of July , 2018 (the “Agreement”) by and among Gadsden Growth Properties, L.P., having an address at 15150 N. Hayden Road, Suite 220

Claims Purchase Agreement, dated as of by and between First Capital Real Estate Operating Partnership, L.P. and Gadsden Growth Properties, Inc.

Exhibit 10.60 CLAIMS PURCHASE AGREEMENT THIS CLAIMS PURCHASE AGREEMENT (the “Agreement”), dated as of May 29, 2018, by and between First Capital Real Estate Operating Partnership, LP, a Limited Partnership organized under the laws of Delaware (the “Seller”), and Gadsden Growth Properties, INC, a Maryland Corporation (the “Buyer”). RECITALS WHEREAS, the Seller has incurred losses as a result of the

Claims Purchase Agreement, dated as of by and between First Capital Real Estate Operating Partnership, L.P. and Gadsden Growth Properties, Inc.

Exhibit 10.62 CLAIMS PURCHASE AGREEMENT THIS CLAIMS PURCHASE AGREEMENT (the “Agreement”), dated as of May 29, 2018, by and between First Capital Real Estate Operating Partnership, LP, a Limited Partnership organized under the laws of Delaware (the “Seller”), and Gadsden Growth Properties, INC, a Maryland Corporation (the “Buyer”). RECITALS WHEREAS, the Seller has incurred losses as a result of the

Subsidiaries of FC Global Realty Incorporated

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization Percentage of Ownership RETPROP I, LLC Delaware 100 % FC Global Realty Operating Partnership, LLC Delaware 100 % First Capital Avalon Jubilee, LLC Delaware 100 % Central Valley Gas Station Development, LLC Delaware 75 % PhotoMedex Technology, Inc.* Delaware 100 % Radiancy, Inc.* Delaware 100 % Radian

Forbearance Agreement, dated October 3, 2018, by and among Gadsden Growth Properties, L.P., Gadsden Growth Properties, Inc., and The Pigman Companies

Exhibit 10.65 FORBEARANCE AGREEMENT This Forbearance Agreement (the “Agreement”) is made and entered into as of October 3, 2018 by and among Gadsden Growth Properties, L.P., a Delaware limited partnership (the “Company” or “Borrower”), Gadsden Growth Properties, Inc., a Maryland corporation (the “Guarantor”), and The Pigman Companies, LLC, a California limited liability company (“TPC”). Capitalize

Form of Indemnification Agreement

Exhibit 10.54 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Gadsden Growth Properties, Inc., a Maryland corporation (the “Company”), and the undersigned individual (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other

DST Purchase and Sale Agreement of Hanes Delaware Statutory Trust (7% Ownership), dated as of May 29, 2018, by and among First Capital Real Estate Operating Partnership, L.P. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, LP.

Exhibit 10.61 DST PURCHASE AND SALE AGREEMENT Hanes Delaware Statutory Trust (DST) (7% Ownership) DATED AS OF May 29, 2018, by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, L. P. a Delaware Limited Partnership and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation TABLE OF CONTENTS Page I. THE SALE 2 Section 1.01. Sale of the Subject DST (7% OWNERSHIP) 2 Section 1.02. Considerati

Form of Restricted Stock Agreement

Exhibit 10.52 FORM OF GADSDEN GROWTH PROPERTIES, INC. 2016 EQUITY COMPENSATION PLAN RESTRICTED STOCK AGREEMENT AGREEMENT, dated as of , between Gadsden Growth Properties, Inc., a Maryland corporation (the “Company”), and (the “Participant”). WITNESSETH: WHEREAS, the Company adopted the Gadsden Growth Properties, Inc. 2016 Equity Compensation Plan (the “Plan”), which Plan authorizes, among other th

Loan and Security Agreement, dated as of June 4, 2018, by and among Gadsden Growth Properties, L.P., Gadsden Growth Properties, Inc., the Lenders and The Pigman Companies, LLC

Exhibit 10.53 Loan and Security Agreement by and among GADSDEN GROWTH PROPERTIES, L.P. As Borrower, and GADSDEN GROWTH PROPERTIES, INC., As Guarantor, and THE LENDERS PARTY TO THIS AGREEMENT, as Lenders and The Pigman Companies, LLC, as Administrative Agent dated as of June 4, 2018 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 11 1.3. Other Terms Define

Form of Warrant to Purchase Shares of Series C Preferred Stock

Exhibit 10.55 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECUR

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and Brian Ringel

Exhibit 10.51 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and Brian Ringel, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are here

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and George Bell

Exhibit 10.49 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and George Bell, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are herei

Employment Agreement, dated August 27, 2018, between Gadsden Growth Properties, Inc. and Scott Crist

Exhibit 10.50 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and Scott Crist, an individual (the “Employee”). WITNESSETH: WHEREAS, the Gadsden Growth Properties, Inc. and its subsidiaries (Gadsden Growth Properties, Inc., together with its subsidiaries are herei

Supplement to Sale Agreement, dated as of July 10, 2018, by and among T-9 Developers, LLC, First Capital Real Estate Operating Partnership, LP, First Capital Real Estate Trust Incorporated, Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P.

Exhibit 10.57 Supplement to the Sale Agreement Reference is hereby made to that certain SALE AGREEMENT, dated as of June 15, 2018 (the “Sale Agreement”), by and among T-9 Developers, LLC, a Delaware limited liability Company (“T-9 Developers”); First Capital Real Estate Operating Partnership, LP, a Delaware limited partnership (“FC OPCO” and, together with T-9 Developers, each a “Seller” and, coll

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 9, 2018 (November 8, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of in

Agreement and Plan of Merger, dated November 8, 2018, among FC Global Realty Incorporated, FC Merger Sub, Inc. Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on November 9, 2018)

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER Dated as of November 8, 2018 By and Among FC GLOBAL REALTY INCORPORATED, FC MERGER SUB, INC., GADSDEN GROWTH PROPERTIES, INC. and GADSDEN GROWTH PROPERTIES, L.P. AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS ARTICLE I MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Merger Consideration 2 Section 1.5 Organiza

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of November 8, 2018, by and among FC Global Realty Incorporated, a Nevada corporation (“FC Global”), Gadsden Growth Properties, Inc., a Maryland corporation (“Gadsden”), those holders of capital stock of FC Global listed on Schedule I annexed hereto (the “FC Global Stockholders”) and those holders of capital stock of Gadsd

Plan of Conversion of FC Global Realty Incorporated, dated November 8, 2018

Exhibit 2.1 PLAN OF CONVERSION OF FC GLOBAL REALTY INCORPORATED INTO GADSDEN PROPERTIES, INC. This Plan of Conversion (this “Plan of Conversion”) is adopted as of November 8, 2018 to convert FC Global Realty Incorporated, a Nevada corporation (the “Converting Entity”), to a Maryland corporation to be known as “Gadsden Properties, Inc.” (the “Resulting Entity”). 1. Converting Entity. The Converting

Current Report

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): November 6, 2018 (October 31, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Em

2018 Equity Incentive Plan (incorporated by reference to Annex D to the Company’s Definitive Proxy Statement filed on October 24, 2018)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 FC GLOBAL REALTY INCOPORATED (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required.

FCRE / FC Global Realty Incorporated RW

FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 October 19, 2018 U.

FCRE / FC Global Realty Incorporated RW

FC Global Realty Incorporated 2300 Computer Drive, Building G Willow Grove, PA 19090 October 19, 2018 U.

Current Report

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): October 1, 2018 (September 28, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. E

Other Events

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): September 27, 2018 (September 21, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction o

FCRE / FC Global Realty Incorporated PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 FC GLOBAL REALTY INCOPORATED (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required.

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock of the Company

Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): September 26, 2018 (September 24, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction o

Registration Rights Agreement, dated September 24, 2018, among FC Global Realty Incorporated, Opportunity Fund I-SS, LLC, Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on September 26, 2018)

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2018, by and among FC Global Realty Incorporated, a Nevada corporation (the “Company”), Opportunity Fund I-SS, LLC, a Delaware limited liability company (“OFI”), and Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (each a “Note Holder” and, collectively t

Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock of the Company

Exhibit 3.2

Services Agreement, dated September 24, 2018, between FC Global Realty Incorporated and Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K filed on September 26, 2018)

Exhibit 10. 9 SERVICES AGREEMENT This SERVICES AGREEMENT, dated as of September 24, 2018 (the “Agreement”), among FC Global Realty Incorporated, a Nevada corporation formerly known as Photomedex, Inc. (the “Company”), and each of Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (each a “Service Provider,” and collectively, the “Service Providers”). The Company and the Service Providers are s

Remediation Agreement, dated September 24, 2018, among FC Global Realty Incorporated, Opportunity Fund I-SS, LLC, Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on September 26, 2018)

Exhibit 10.7 REMEDIATION AGREEMENT This Remediation Agreement (hereinafter the “Agreement”) is dated as of September 24, 2018, by and between FC Global Realty Incorporated, a Nevada corporation (the “Company”), Opportunity Fund I-SS, LLC, a Delaware limited liability company (“OFI”), and the other parties signatory hereto. RECITALS A. On October 12, 2017, the Company issued to Dolev Rafaeli, Denni

Current Report

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) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Empl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 20, 2018 (August 15, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Empl

Resignation letter, dated August 15, 2018, of Michael Singer

Exhibit 99.1

FCRE / FC Global Realty Incorporated 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-11635 FC GLOBAL RE

FCRE / FC Global Realty Incorporated NT 10-Q

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC File Number CUSIP Number NOTIFICATION OF LATE FILING (check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: June 30, 2018 [] Transit

PHMD / PhotoMedex, Inc. / First Capital Real Estate Trust Inc - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) FC Global Realty Incorporated (Name of Issuer) Common Shares (Title of Class of Securities) 719358400 (CUSIP Number) Suneet Singal First Capital Real Estate Trust Incorporated 410 Park Avenue, 14th Floor New York, New York 10022 with a copy to: Joshua D.

Other Events, Financial Statements and Exhibits

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): July 18, 2018 (July 18, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer

Delisting of Securities of FC Global Realty Incorporated from The Nasdaq Stock Market

EX-99.1 2 s111436ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Delisting of Securities of FC Global Realty Incorporated from The Nasdaq Stock Market NEW YORK, July 18, 2018— The Nasdaq Stock Market announced today that it will delist the common stock of FC Global Realty Incorporated. FC Global Realty Incorporated’s stock was suspended on June 20, 2018 and has not traded on Nasdaq since that time. Nasdaq wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 21, 2018 (June 16, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer

Employment Agreement, dated June 20, 2018, between FC Global Realty Incorporated and Michael R. Stewart (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 21, 2018)

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 20th day of June, 2018, by and between FC Global Realty Incorporated, a corporation organized under the laws of the State of Nevada (the “Company”), and Michael R. Stewart (the “Executive”) WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the

---------- Forwarded message ----------

Exhibit 99.1 - Forwarded message - From: Robert Froehlich To: “Stewart Michael R. - PhotoMedex, Inc.” Cc: “Froehlich Dr. Bob - KANE COUNTY COUGARS” , “Rafaeli Dolev - PhotoMedex, Inc.” , Dennis McGrath , Leider Richard , Michele Pupach , “Shiv Sagiv - National Securities Corp.” , “Bell Bruce E. - Schoenberg, Finkel, Newman & Rosenberg, LLC” , Bevilacqua Louis , Donohoe Dave Bcc: Date: Mon, 18 Jun

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 18, 2018 (June 18, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission Fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): June 18, 2018 (June 18, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-11635 FC GLOBAL R

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

FCRE / FC Global Realty Incorporated NT 10-Q

OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires October 31, 2018 Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

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): May 9, 2018 (May 11, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer Ju

Current Report

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): May 1, 2018 (April 26, 2018) FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer

FC Global Realty Incorporated Announces Purchase of Office Building

EX-99.1 2 s109858ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FC Global Realty Incorporated Announces Purchase of Office Building ☐ Company Acquires Medical Office Building via Sale-Leaseback Transaction with Local Dayton Medical Practice FC Global Realty Incorporated (NASDAQCM and TASE: FCRE), a company focused on opportunistic real estate acquisition, development and management, announced that the Compa

FCRE / FC Global Realty Incorporated PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FC Global Realty Incorporated (Name of Registrant

Supplemental Agreement, dated April 20, 2018, between FC Global Realty Incorporated and Opportunity Fund I-SS, LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 20, 2018)

Exhibit 10.3 SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT (this “Agreement”), is entered into effective as of April 20, 2018, among FC Global Realty Incorporated, a Nevada corporation (the “Company”), and Opportunity Fund I-SS, LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are collectively referred to in this Agreement as the “Parties,” and each a “

Cancellation and Exchange Agreement, dated April 20, 2018, between FC Global Realty Incorporated and Opportunity Fund I-SS, LLC (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April 20, 2018)

Exhibit 10.4 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), is entered into effective as of April 20, 2018, among FC Global Realty Incorporated, a Nevada corporation (the “Company”), and Opportunity Fund I-SS, LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are collectively referred to in this Agreement as t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): April 20, 2018 (April 18, 2018) FC Global Realty Incorporated (Exact name of registrant as specified in its charter) Nevada 000-11635 59-2058100 (State or other jurisdiction of incorp

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 13, 2018 (April 10, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employ

FCRE / FC Global Realty Incorporated 10-K (Annual Report)

10-K 1 s10949210k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

List of subsidiaries of the Company

Exhibit 21.1 FC GLOBAL REALTY INCORPORATED a Nevada corporation LIST OF SUBSIDIARIES (as of December 31, 2017) Radiancy, Inc. a Delaware corporation PhotoMedex Technology, Inc., a Delaware corporation Lumiere, Inc., a Nevada corporation* Radiancy (Israel) Ltd., a company organized under the laws of Israel Photo Therapeutics Limited, a company organized under the laws of England and Wales FC Global

Code of Ethics

Exhibit 14.1 FC GLOBAL REALTY INCORPORATED CODE OF BUSINESS CONDUCT AND ETHICS SCOPE “FC Global Realty Incorporated,” (the “Company” or “Corporate Group”) as used throughout this Code, refers to the entire Corporate Group and is meant to include all subsidiaries and business offices of the Parent Company, both domestic and international, and all individuals employed therein. This Code is applicabl

Letter Agreement, dated March 16, 2018, between the Company and Opportunity Fund I-SS, LLC.”

EX-10.2 2 s109433ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Opportunity Fund I-SS, LLC c/o Venture Back Office 790 SE Cary Pkwy, Suite 201 Cary, NC 27511 VIA ELECTRONIC MAIL FC Global Realty, Inc. March 16, 2018 40 Ramland Road South, Suite 200 Orangeburg. NY 10962 Attention Vineet Bedi Email: [email protected] Dear Vineet, On behalf of Opportunity Fund I-SS, LLC, a Delaware limited liability co

Current Report

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): March 22, 2018 (March 16, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employ

Current Report

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): March 12, 2018 (March 6, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 8, 2018 (March 4, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 23, 2018 (February 20, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S.

Current Report

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): February 21, 2018 (February 14, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S.

Amended and Restated Separation Agreement, dated February 12, 2018, between FC Global Realty Incorporated and Stephen Johnson (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 16, 2018)

Exhibit 10.1 AMENDED AND RESTATED SEPARATION AGREEMENT It is hereby agreed by and between Stephen Johnson, an individual residing at XXXXX (?Employee?) and FC Global Realty Incorporated, a Nevada corporation with its principle place of business at 40 Ramland Road, Suite 200, Orangeburg, NY 10962 (the ?Company?), by its authorized representative, that: 1. Employee was employed by the Company under

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 16, 2018 (February 12, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S.

STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December II 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE OP

Exhibit 99.4 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December II 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FC OPCO" and, together with FCRETI, collectively, the "Pledgor") in favor of Op

STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December 11 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a 1Vlaryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE

Exhibit 99.5 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December 11 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a 1Vlaryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FC OPCO" and, together with FCRETI, collectively, the "Pledgor") in favor of

PHMD / PhotoMedex, Inc. / Opportunity Fund I-ss, Llc - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) FC Global Realty Incorporated (Name of Issuer) Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 719358301 (CUSIP Number) Opportunity Fund I-SS, LLC c/o Venture Back Office 790 SE Cary Pkwy, Suite 204, Cary, NC 27511 Attn: OP Fund I

Form 13D filed by Opportunity Fund I-SS, LLC as beneficial owner of FC Global Realty Incorporated.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FC Global Realty Incorporated (Name of Issuer) Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 719358301 (CUSIP Number) Opportunity Fund I-SS, LLC c/o Venture Back Office 790 SE Cary Pkwy, Suite 204, Cary, NC 27511 Attn: OP Fund I Manager, LLC 916-79

STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December 11 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a 1Vlaryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE

Exhibit 99.5 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December 11 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a 1Vlaryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FC OPCO" and, together with FCRETI, collectively, the "Pledgor") in favor of

STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December II 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE OP

Exhibit 99.4 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December II 2017 (the "Effective Date"), by and among FIRST CAPITAL REAL ESTATE TRUST INCORPORATED, a Maryland corporation ("FCRETI") and FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("FC OPCO" and, together with FCRETI, collectively, the "Pledgor") in favor of Op

Financial Statements and Exhibits

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): January 30, 2018 (January 24, 2018) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Em

FCRE / FC Global Realty Incorporated S-3

As filed with the Securities and Exchange Commission on January 23, 2018 Registration No.

FCRE / FC Global Realty Incorporated S-3/A

As filed with the Securities and Exchange Commission on January 23, 2018 Registration No.

Current Report

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): January 3, 2018 FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer Jurisdiction

FC Global Realty Inc. Announces Agreement for Up to $15 Million Strategic Investment and Appoints New Institutional Executive Management Team

Exhibit 99.1 FC Global Realty Inc. Announces Agreement for Up to $15 Million Strategic Investment and Appoints New Institutional Executive Management Team Enters into Securities Purchase Agreement with Strategic Investor & Appoints Real Estate Executives Vineet Bedi & Matthew Stolzar New York, NY, January 3, 2018 (Newswire.com) - FC Global Realty Incorporated (NASDAQ and TASE: FCRE), a real estate

Stock Grant Agreement, dated December 22, 2017, among FC Global Realty Incorporated, Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.12 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.12 STOCK GRANT AGREEMENT STOCK GRANT AGREEMENT, dated as of December 22, 2017 (the ?Agreement?), among FC Global Realty Incorporated, a Nevada corporation formerly known as Photomedex, Inc. (the ?Company?), and Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (each a ?Note Holder,? and collectively, the ?Note Holders?). The Company and the Note Holders are sometimes individually r

Registration Rights Agreement, dated December 22, 2017, between the Company and Opportunity Fund I-SS, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of December 22, 2017, by and among FC Global Realty Incorporated, formerly known as PhotoMedex, Inc., a Nevada corporation (the ?Company?) and Opportunity Fund I-SS LLC, a Delaware limited liability company (the ?Investor?). RECITALS A. In connection with the Securities Purc

Letter Agreement, dated December 22, 2017, among FC Global Realty Incorporated, Opportunity Fund I-SS, LLC, Suneet Singal, First Capital Real Estate Trust Incorporated, First Capital Real Estate Operating Partnership, L.P. and First Capital Real Estate Investments LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.3 Suneet Singal c/o First Capital Real Estate Trust Incorporated 60 Broad Street, 34th Floor New York NY 10004 December 22, 2017 Opportunity Fund I-SS LLC c/o OP Fund I Manager, LLC 2481 Sunrise Blvd, Suite 200 Gold River, CA 95670 Attention: Kristen E. Pigman FC Global Realty Incorporated 410 Park Ave New York, NY 10022 Attention: Suneet Singal Re: Securities Purchase Agreement, dated

Employment Agreement, dated December 22, 2017, between FC Global Realty Incorporated and Vineet P. Bedi (incorporated by reference to Exhibit 10.16 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is dated and entered into as of December 22, 2017, by and between FC Global Realty Incorporated, a corporation organized under the laws of the State of Nevada (the ?Company?), and Vineet P. Bedi (the ?Executive?). WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Compa

Employment Agreement, dated December 22, 2017, between FC Global Realty Incorporated and Matthew Stolzar (incorporated by reference to Exhibit 10.17 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

EX-10.17 12 s108558ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into as of December 22, 2017 by and between FC Global Realty Incorporated, a corporation organized under the laws of the State of Nevada (the “Company”), and Matthew Stolzar (the “Executive”). WHEREAS, the Company desires to employ the Executive, and the

Separation Agreement, dated December 22, 2017, between FC Global Realty Incorporated and Stephen Johnson (incorporated by reference to Exhibit 10.15 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.15 SEPARATION AGREEMENT It is hereby agreed by and between Stephen Johnson, an individual residing at (?Employee?) and FC Global Realty Incorporated, a Nevada corporation with its principle place of business at 410 Park Avenue, 14th Floor, New York, NY 10022 (the ?Company?), by its authorized representative, that: 1. Employee was employed by the Company under the terms of that certain e

Amendment No. 3 to Interest Contribution Agreement, dated December 22, 2017, among First Capital Real Estate Operating Partnership, L.P., First Capital Real Estate Trust Incorporated, FC Global Realty Operating Partnership, LLC and FC Global Realty Incorporated (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.7 FC Global Realty Incorporated 410 Park Avenue 14th Floor New York, NY 10022 December 22, 2017 Mr. Suneet Singal Authorized Representative First Capital Real Estate Operating Partnership, L.P. First Capital Real Estate Trust Incorporated 60 Broad Street, 34th Floor New York, NY 10004 Re: Amendment No. 3 to Interest Contribution Agreement Dear Suneet, We refer to that certain Interest C

Securities Purchase Agreement, dated December 22, 2017, between the Company and Opportunity Fund I-SS, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is dated as of December 22, 2017, among FC Global Realty Incorporated, formerly known as PhotoMedex, Inc., a Nevada corporation (the ?Company?), and Opportunity Fund I-SS, LLC, a Delaware limited liability company (the ?Investor?). The Company and the Investor are collectively referred to in this Agree

Certificate of Designation of Series B Preferred Stock filed with Nevada Secretary of State on December 22, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 29, 2017)

EX-3.1 2 s108558ex3-1.htm EXHIBIT 3.1 Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 28, 2017 (December 22, 2017) FC Global Realty Incorporated (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S.

Registration Rights Agreement, dated December 22, 2017, among FC Global Realty Incorporated, Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.13 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of December 22, 2017, by and among FC Global Realty Incorporated, formerly known as PhotoMedex, Inc., a Nevada corporation (the ?Company?) and Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (each, a ?Note Holder? and together, the ?Note Holders?). RECITALS A. On Oct

Separation Agreement, dated December 22, 2017, between FC Global Realty Incorporated and Suneet Singal (incorporated by reference to Exhibit 10.14 to the registrant’s Current Report on Form 8-K filed on December 29, 2017)

Exhibit 10.14 SEPARATION AGREEMENT It is hereby agreed by and between Suneet Singal, an individual residing at (?Employee?) and FC Global Realty Incorporated, a Nevada corporation with its principle place of business at 410 Park Avenue, 14th Floor, New York, NY 10022 (the ?Company?), by its authorized representative, that: 1. Employee was employed by the Company under the terms of that certain Ame

PHMD / PhotoMedex, Inc. FORM S-3

As filed with the Securities and Exchange Commission on November 14, 2017 Registration No.

Power of Attorney (included on the signature page of this registration statement)

Exhibit 24.1 POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Suneet Singal and Stephen M. Johnson, and each of them individually, his or her true and lawful attorneys-in-fact and agents, w

FCRE / FC Global Realty Incorporated 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-11365 FC GLOBAL REALTY

Current Report

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): October 31, 2017 FC GLOBAL REALTY INCORPORATED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer Jurisdiction

Current Report

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): October 19, 2017 FC GLOBAL REALTY INCORPORTED (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer Jurisdiction

Amended and Restated Articles of Incorporation of the Company filed with Nevada Secretary of State on October 19, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 25, 2017)

Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 11, 2017 PhotoMedex, Inc. (Exact Name of Registrant Specified in Charter) Nevada 0-11635 59-2058100 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) I

Secured Convertible Payout Note Due October 12, 2018 issued by FC Global Realty Incorporated to Dennis M. McGrath on October 12, 2017 (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on October 18, 2017)

Exhibit 10.5 NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIR

Secured Convertible Payout Note Due October 12, 2018 issued by FC Global Realty Incorporated to Yoav Ben-Dror on October 12, 2017 (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on October 18, 2017)

Exhibit 10.6 NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIR

Amended and Restated Employment Agreement, dated October 11, 2017, by and between FC Global Realty Incorporated and Suneet Singal (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on October 18, 2017)

Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is dated and entered into as of October 11, 2017 by and between PhotoMedex, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and Suneet Singal (the ?Executive?). WHEREAS, on May 17, 2017, the Company and the Executive entered into an employment

Security Agreement, dated October 12, 2017, by and between FC Global Realty Incorporated and Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on October 18, 2017)

Exhibit 10.7 SECURITY AGREEMENT This SECURITY AGREEMENT (?Agreement?) is made as of October 12, 2017, by and between PhotoMedex, Inc., a Nevada corporation (to be renamed FC Global Realty Incorporated) (the ?Debtor?), and Dolev Rafaeli (?Rafaeli?), Dennis M. McGrath (?McGrath?) and Yoav Ben-Dror (?Ben-Dror?) (each, a ?Secured Party? and together, the ?Secured Parties?). WHEREAS, each Secured Party

Amendment No. 2 to Interest Contribution Agreement, dated October 11, 2017, among First Capital Real Estate Operating Partnership, L.P., First Capital Real Estate Trust Incorporated, FC Global Realty Operating Partnership, LLC and FC Global Realty Incorporated (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on October 18, 2017)

Exhibit 10.3 PHOTOMEDEX, INC. 2300 Computer Drive, Building G Willow Grove, Pennsylvania 19090 October 11, 2017 Mr. Suneet Singal Authorized Representative First Capital Real Estate Operating Partnership, L.P. First Capital Real Estate Trust Incorporated 60 Broad Street, 34th Floor New York, NY 10004 Re: Amendment No. 2 to Interest Contribution Agreement Dear Dear Suneet, We refer to that certain