8-K

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 9, 2016

PhotoMedex, Inc.

(Exact Name of Registrant Specified in Charter)

Delaware	0-11635	59-2058100
(State or Other	(Commission File	(I.R.S. Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

147 Keystone Drive, Montgomeryville, Pennsylvania	18936
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   215-619-3600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03.                      Material Modifications to Rights of Security Holders.

On September 9, 2016, PhotoMedex, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, to implement a one-for-five (1-for-5) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of Common Stock, par value $0.01 per share (“Common Stock”), as described in Item 5.03 below.  The Reverse Stock Split will be effective on September 23, 2016 at 12:00 AM (the “Effective Time”).  As a result of the Reverse Stock Split, each holder of five shares of Common Stock will become the holder of one share of Common Stock immediately after the Effective Time.  The Company’s shareholders approved a reverse stock split, at the discretion of the board of directors, during the Company’s Annual Meeting of Shareholders on October 29, 2015.

All outstanding options, warrants, convertible notes or other rights convertible into or exercisable for shares of Common Stock will be adjusted in accordance with their terms and pursuant to the exchange ratio of the Reverse Stock Split.  No fractional shares will be issued in connection with the Reverse Stock Split.  Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share and no cash payment will be made with respect to such rounding.

As of the opening of The NASDAQ Capital Market on September 23, 2016, the Company’s Common Stock will trade on a Reverse Stock Split-adjusted basis under the trading symbol “PHMD.”

Item 5.03.                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 9, 2016, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Office of the Secretary of State of the State of Nevada to effect a Reverse Stock Split.  A copy of the Certificate of Amendment is attached to this current report as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit  No.	Description
3.1	Certificate of Amendment of Restated Certificate of Incorporation of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHOTOMEDEX, INC.
Date:  September 13, 2016	By:      /s/ Dolev Rafaeli
	Dolev Rafaeli Chief Executive Officer

EXHIBIT INDEX

Exhibit  No.	Description
3.1	Certificate of Amendment of Restated Certificate of Incorporation of the Company.

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FOR NEVADA PROFIT CORPORATION

PhotoMedex, Inc., a corporation organized and existing under and by virtue of the Nevada Revised Statutes (the “Corporation”), for the purpose of amending its Restated Certificate of Incorporation, as amended to date (the “Restated Certificate”), pursuant to Nevada Revised Statutes Sections 78.385 and 78.390 – After Issuance of Stock, does hereby certify as follows:

1.   Name of Corporation: PhotoMedex, Inc. 

2.   The articles have been amended as follows: Article 4 of the Articles of Incorporation is hereby amended and restated in its entirety as follows:

“FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 50,000,000 shares of common stock at a par value of $0.01 per share (the “Common Stock”) and Five Million (5,000,000) shares of preferred stock, at a par value of .01 per share (“Preferred Stock”).

Upon the filing and effectiveness (the “Effective Time”) pursuant to the Nevada General Corporation Law of this Certificate of amendment to the Articles of Incorporation of the Corporation, each five (5) shares of Common Stock issued and outstanding immediately prior to the Effective time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional share shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive shares rounded up to the nearest whole share.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 2/3.

4. Effecive date and time of filing: (optional) Date: 9/23/16 Time: 12:00am

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the  9^th day of September, 2016.

PHOTOMEDEX, INC.
By:	/s/ Michele Pupach
Name:	Michele Pupach
Title:	Secretary