Therma Bright (TSXV: THRM) Signs Definitive Agreement to Acquire ClearTouch(R) Nail Phototherapy Device and no!no! skin(R) Phototherapy Acne Device
Toronto, Ontario - March 14, 2018 (Newsfile Corp.) (Investorideas.com Newswire) Therma Bright Inc. (TSXV: THRM), ("Therma Bright" or the "Company"), a progressive medical device technology company, today is pleased to announce that further to its news releases on November 2, 2017, December 12, 2017, January 30, 2018 and March 1, 2018, the Company has now executed a definitive asset purchase agreement (the "Agreement') with the ICTV Brands group of companies, including ICTV Brands, Inc. (OTC-QX:ICTV), pursuant to which it has agreed to acquire from the sellers the ClearTouch® nail phototherapy device (the "Nail Product") and the no!no! skin® phototherapy acne device (the "Acne Product", and together with the Nail Product, the "Purchased Products"), together with certain assets relating to the Purchased Products, but excluding any liabilities related thereto. The Purchased Products do not include any rights to the trademark or name "no!no!" or "no!no! skin".
This transaction is an arm's length transaction. As previously disclosed, the Company has agreed to pay an aggregate purchase price of US$2,250,000, subject to certain closing adjustments, payable over three years. The purchase price will be reduced by US$200,000 if the Company pays the entire purchase price by June 30, 2019. In order to guarantee the payment of the purchase price, the Company will grant to the sellers a security interest on a US patent and US trademark relating to and forming part of the Purchased Products. An initial payment of US$750,000 will be due on closing, of which the Company expects to finance through debt, equity or a combination thereof. Therma Bright has made application to the TSX Venture Exchange for approval of this transaction. Closing will occur once regulatory approval is received and upon completion of a financing sufficient to cover the initial purchase price payment.
As previously disclosed, the Purchased Products are currently being sold commercially worldwide by the sellers. Consequently, to facilitate a smooth transfer of ownership of the Purchased Products, ICTV Brands, Inc. ("ICTV US") has signed a Transition Services Agreement with the Company pursuant to which ICTV US has agreed to assist Therma Bright in providing certain transitional services and support for up to 150 days post-closing. In addition, the Company entered into a Sales Representative Agreement with ICTV US under which ICTV US has been engaged to provide, post-closing, sales, promotion and marketing services and after-sale support of the Purchased Products at a level of service consistent with its activities prior to the effective date of the transfer of the Purchased Products to Therma Bright. ICTV US will be paid a commission on the net collected sales relating Purchased Products sold by it. The term of this sales representative agreement will be for an initial period of 12 months, and may be renewed for additional one year terms if the parties choose to extend the term.
Rob Fia, CEO commented:
"Therma Bright is excited to sign the definitive agreement with ICTV Brands Inc. to acquire two products that are a complimentary fit which will be immediately accretive upon closing for Therma Bright. We have received extensive interest from our Asian partners after presenting at the Chinese Global Financial Forum to manufacture, market and distribute these new products. We see great potential to re-tool the existing products with new technology and to reduce costs with expertise at Therma Bright in outsource design, manufacturing, quality management, marketing and sales. Therma Bright is enthusiastic to work with Rich Ransom, CEO, ICTV Brands Inc. and his team during the transitional period, to draw upon ICTV's extensive expertise to manufacture, market, sell and fulfill product delivery for these high demand consumer products within the first year.
About Therma Bright Inc.:
Therma Bright is a progressive medical device technology company focused on providing consumers with quality medical devices that address their dermatological needs. Clear and healthy skin for all is at the core of the Company's philosophy as is the belief that such outcomes should not be a privilege for only those who can afford costly procedures and treatments. The Company's breakthrough proprietary technology delivers effective, non-invasive and pain free skin care.
Therma Bright received a Class II medical device status from the FDA for its platform technology that is indicated for the relief of the pain, itch, and inflammation from over 20,000 different insect stings and bites, (including bees, wasps, hornets, mosquitoes, black flies and jellyfish). The Company received approval for the above claims from FDA (United States) in 1997.
For further information please contact:
Therma Bright Inc.
FORWARD LOOKING STATEMENTS
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Company's future performance and include the closing of the acquisition of the Purchased products and financing related thereto, all as described in the news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, the Company may not complete the purchase of or commercialization or marketing of the Proposed Acquisitions as described in this news on the timelines described and the Company may not attract a financing in the future. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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